NCLT Mumbai Approves First Motion For Amalgamation Of SafeSend, SurePrep With Thomson Reuters

The Mumbai Bench of the National Company Law Tribunal (NCLT) on 4 May allowed the first motion application seeking approval of a scheme of amalgamation involving SafeSend Technologies Private Limited and SurePrep (India) Private Limited with Thomson Reuters International Services Private Limited.

A Bench of Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan passed the order on 4 May 2026 in a joint application filed under Sections 230 to 232 of the Companies Act, 2013. The Tribunal permitted the scheme to proceed and issued consequential directions.

SafeSend Technologies is engaged in software development and support services for Thomson Reuters group entities, while SurePrep (India) undertakes data processing and tax return preparation services using specialised software. Thomson Reuters International Services provides IT-enabled and data processing services to group companies within the Thomson Reuters network.

The scheme was approved by the boards of all three companies on 2 March 2026, with 1 April 2026 fixed as the appointed date. The companies submitted that both transferor entities are wholly owned subsidiaries of the transferee company and that the merger would consolidate similar business operations, leading to operational synergies, reduced compliance requirements, and elimination of duplication.

The Tribunal noted that since the transferor companies are wholly owned subsidiaries, no share exchange is involved and the share capital of the transferor entities would stand cancelled upon the scheme becoming effective.

It also recorded the consent affidavits placed on record and dispensed with meetings of equity shareholders, preference shareholders, and unsecured creditors. The Tribunal further noted that the post-merger net worth of the combined entity would remain positive at approximately Rs. 1,118.32 crore.

The Bench directed issuance of notices to statutory authorities, including the Regional Director, Registrar of Companies, Income Tax authorities, and the Official Liquidator and directed the companies to file an affidavit of service and a compliance report within 10 days of serving notice on all statutory authorities.

Accordingly, the NCLT allowed the first motion.