NCLT Chandigarh Clears Demerger Of Freecharge's Business Correspondent And Technology Services Unit

The National Company Law Tribunal (NCLT) at Chandigarh has approved a scheme under which Freecharge Payment Technologies Private Limited will transfer its business correspondent activities and its technology service provider activities to a new entity, Freecharge Business and Technology Services Limited.

The order was passed on December 10, 2025, by Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal.

Freecharge Payment Technologies, incorporated in 2015 and headquartered in Gurugram, operates the Freecharge digital payments platform that offers UPI payments, QR-code merchant payments, mobile and DTH recharges, metro recharge, bill payments and other digital financial services. The company also supports consumer lending and digital products in partnership with Axis Bank, its parent company.

Under the scheme, the Business Correspondent and Technology Service Provider undertaking will move to the resulting company with effect from July 1, 2024. All assets, liabilities, contracts, employees and legal proceedings relating to this undertaking will shift to the new entity without any further action.

Both boards approved the plan on July 17, 2024. The tribunal had earlier dispensed with meetings of shareholders and creditors through a first motion order dated April 23, 2025.

During the second motion stage, statutory authorities raised limited issues. The Regional Director questioned the mid financial year appointed date of July 1, 2024, and sought clarification on asset schedules. The companies said they follow quarterly financial reporting and selected the first day of the second quarter in line with MCA General Circular No. 9 of 2019.

The Income Tax Department filed no objection reports for both companies confirming no pending assessments or tax demands. The Chennai South GST Commissionerate also issued a no objection certificate on July 18, 2025, stating that no arrears or outstanding liabilities were recorded.

Finding no sustainable objection, the tribunal sanctioned the scheme with safeguards. It clarified that the approval does not grant any tax exemption and does not curtail the tax department's recovery powers. All tax liabilities and pending proceedings related to the demerged undertaking will now transfer to the resulting company.

The companies must file certified copies of the order with the Registrar of Companies through e form INC 28 within 30 days and submit the scheme for stamp duty adjudication to the Superintendent of Stamps within 60 days.

Click Here To Read/Download Order