NCLT Chennai Sanctions Cultfit Group Restructuring Scheme

The National Company Law Tribunal (NCLT) at Chennai has recently approved a composite scheme of arrangement involving Cultfit group companies, which run a fitness and wellness platform offering gym memberships, training programmes and digital health services.

A coram of Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam passed the order.

The petition was filed by Cultfit Healthcare Private Limited, Curefit Services Private Limited, and Curefit Healthcare Private Limited along with their shareholders in relation to the composite scheme of arrangement.

According to the companies, the scheme would result in an efficient corporate structure with focused management and streamlined shareholding.

The scheme provides for the demerger of the “Cult Demerged Undertaking” comprising the business of servicing memberships under CultPass Elite and CultPass Pro offerings, including personal training and monetisation from marketing, and the “Services Demerged Undertaking” comprising the business of CultPass Elite and CultPass Pro membership subscriptions, into Curefit Healthcare Private Limited on a going concern basis. It also provides for the amalgamation of the remaining business of Curefit Services Private Limited with Cultfit Healthcare Private Limited.

The companies had filed a first motion application seeking directions regarding the convening or dispensation of meetings of shareholders and creditors, pursuant to which the Tribunal, by order dated September 11, 2025, issued directions to hold a meeting of certain stakeholders.

As per the Chairman's Report, the unsecured creditors of Cultfit Healthcare Private Limited and Curefit Services Private Limited, as well as the equity shareholders, preference shareholders, and unsecured creditors of Curefit Healthcare Private Limited, voted in favour of the composite scheme.

Pursuant to the second motion petition, notices were issued to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, Reserve Bank of India, and Competition Commission of India, and their reports were considered along with replies filed by the companies.

The Tribunal, after considering the scheme, observed, “this Tribunal is of the considered view that the scheme as contemplated amongst the Petitioner Companies seems to be prima facie beneficial to the Company and will not be in any way detrimental to the interest of the shareholders of the Company.”

After considering the reports of statutory authorities and the responses filed by the petitioner companies, and finding no impediment to the scheme, the Tribunal sanctioned the Scheme of Arrangement.

Clarifying the scope of its approval, the Tribunal said, “if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners.”

It further clarified that the order does not grant any exemption from payment of stamp duty, taxes, or other charges or from complying with any legal requirements under applicable law.

For Petitioners: Advocate R Inbaraju