IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH- I TA(IBC)(Plan)/45/MB/2025 & IA 2316/2025 IN CP (IB) No. 1318 of 2022 Under Section 30(6) read with Section 31(1) of the Insolvency and Bankruptcy Code, 2016 In the matter of and in the matter of and in LA (IBC) (Plan)/45/MB/2025 IB ©) (Plan)/45/MB/2025 Mr. Ravi Sethia Resolution Professional of Morarjee Textiles Limited ...Applicant In the matter of and in IA 2316/2025 the matter of and in IA 231 6/2025 ACT Fininvest Ltd. ...Applicant Versus Mr. Ravi Sethia, Resolution Professional of Morarjee Textiles Limited & Ors. ...Respondents In the matter of the matter o Axis Bank Limited ...Financial Creditor Versus Morarjee Textiles Limited ...Corporate Debtor

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I TAMIBC)(Plan)/45/MB/2025 & IA 2316/2025 ooo CPB) No. 1318 0 2022 Order Delivered On : 11.05.2026 Coram: Sh.Prabhat Kumar Sh.Sushil Mahadeorao Kochey Member (Technical) Member (Judicial) Appearances: In IA(IBC)(Plan) 45/2025 IA(IBC)(Plan) 45/2025 For the Applicant : Sr. Adv. Mustafa Doctor ay Ady. Akshay Petkar, Adv. Dhrupad Vaghani, Gayatri Mohite and Adv. Ashish Jha In IA 2316/2025 For the Applicant : Adv. Rahul Sarda a/w Adv. Tanvi Nandgaonkar For the Respondent : Sr. Adv. Mustafa Doctor a/w Ady. Akshay Petkar, Adv. Dhrupad Vaghani, Adv. Gayatri Mohite and Adv. Ashish Jha ORDER Per: Coram Brief Background Background The present Application is filed by Mr. Ravi Sethia, (“Applicant/Resolution Professional”) of Morarjee Textiles Limited (“Corporate Debtor”) under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (“Code”) for seeking approval of the Resolution Plan dated 02.01.2025 r/w addendum dated 05.02.2025 and clarification dated 31.03.2025 (collectively referred to as "Resolution Plan"), submitted by Shrinivas Spintex Industries Private Limited (“Successful Resolution Applicant/SRA”) and for passing order/appropriate direction

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I TA(IBC)(Plan)/45/MB/2025 & IA 2316/2025 oI CPB) No. 1318 of 2022 CP(IB) No. 1318 of 2022 has been approved by 75.61% in the 22TM4 CoC meeting held on 04.02.2025 and adjourned to 05.02.2025. The Corporate Debtor is a Public Limited Company under the Companies Act, 1956 incorporated on 09.10.2013 bearing CIN L52322MH1995PLC090643. Its registered office is at 242, Floor-G-1, New Mahalaxmi Silk Mill, Harishchandra L Nagoankar Marg, Mathuradas Mills Compound, Lower Parel, Mumbai, Maharashtra- 400013. . The Corporate Insolvency Resolution Process (“CIRP”) of the Corporate Debtor commenced upon admission of CP (IB) / 1318 (MB) 2022 filed under Section 7 of the Code by this Tribunal on 09.02.2024, wherein Mr. Ravi Sethia was appointed as the Interim Resolution Professional (“IRP”), . Pursuant thereto, the Applicant issued the public announcement in prescribed ‘Form A’ on 12.02.2024, in Financial Express (English & All India Edition) and Loksatta (Marathi & Maharashtra Edition) inviting claims from creditors. The Applicant, after verifying the claims of creditors received by him, constituted the Committee of Creditors (“CoC”) of the Corporate Debtor in accordance with Section 21 of the Code. . The first meeting of the Committee of Creditors (“CoC”) was convened on 13.03.2024. The CoC in its third meeting held on 15.05.2024 resolved to appoint the applicant as the Resolution Professional of the CD. . In furtherance of the CIRP, the Applicant published Form-G inviting Expressions of Interest on 01.05.2024 and subsequently published an amended Form-G on 23.05.2024 in Financial Express (English & All India Edition) and Loksatta (Marathi & Mumbai, Pune, Nashik & Nagpur Edition). Thereafter, the final list of Prospective Resolution Applicants ("PRAs") was issued on 02.07.2024, comprising 33 PRAs. The Information Memorandum, Evaluation Matrix, and Request for Resolution Plan ("RFRP") were ay on 02.07.2024. The Page 3 of 31

MUMBAI BENCH- I TAMIBC)(Plan)/45/MB/2025 & IA 2316/2025 In CPEB) No. 1318 of 2022 last date for submission of Resolution Plans was initially fixed as 19.07.2024 as per the amended Form-G. Upon multiple requests for extension of time received from the PRAs, and having regard to the level of interest demonstrated, the CoC resolved to extend the last date for submission of Resolution Plans to 27 08.2024. Three PRAs, namely: (i) Dev Land & Housing Pvt. Ltd. ("DLH"); (ii) Nirmal Ujjwal Credit Co-operative Society Ltd. ("NUCCSL"); and (111) Shriniwas Spintex Pvt. Ltd. ("SSPL"), submitted their respective Resolution Plans along with an Earnest Money Deposit ("EMD") of Rs. »,00,00,000/- (Rupees Five Crores Only) each. The said plans were opened and deliberated upon in the 77 CoC Meeting held on 29.08.2024, After detailed discussion on the commercial aspects of the Resolution Plans, the CoC granted time until 11.11.2024 for submission of revised plans. Within the said period, SSPL and NUCCSL duly submitted their revised Resolution Plans; DLH, however, communicated that its original offer be treated as its final offer and that it would not be submitting any revised plan. The revised plans were opened, discussed at length, and considered in the 13% CoC Meeting held on 12.11.2024. NUCCSL suo motu submitted a further revised Resolution Plan on 30.11.2024. In accordance with Clause 1.6.2 of the RFRP, the CoC unanimously resolved to seek improved Resolution Plans from the other two PRAs and granted time until 02.0] .2025 for submission thereof. The Applicant, vide email dated 10.02.2025, communicated the disqualification of DLH and NUCCSL on the basis of the eligibility criteria under Section 29A of the Code. NUCCSL challenged its disqualification before this Tribunal; however, the said petition was dismissed. The dismissal was upheld by the Hon'ble NCLAT, and the Page 4 of 31

MUMBAI BENCEL I TA(IBC)(Plan)/45/MB/2025 & LA 2316/2025 CPE) No. 1318 ०2022 appeal preferred before the Hon'ble Supreme Court was subsequently dismissed as withdrawn. 11. In view of the foregoing, only one Resolution Plan, out of the three Resolution Plans submitted, was found to be in conformity with the provisions of the Code and the CIRP Regulations. 12. In the 2277 CoC Meeting of the Corporate Debtor held on 04.02.2025, adjourned to 05 -02.2025, the Applicant apprised the CoC that the compliant Resolution Plan would be put to vote. The said Resolution Plan was approved with a voting share of 75.61% of the CoC, with the voting window remaining open from 06.02.2025 to 29.03.2025. 13. Consequent to the approval of the Resolution Plan by the CoC, the Applicant issued a Letter of Intent dated 09.04.2025 ("Lol") in favour of the Successful Resolution Applicant ("SRA"). The SRA accepted the Lol on 09.04.2025 in accordance with the RFRP, and furnished a Performance Security of Rs. 20,00,00,000/- (Rupees Twenty Crores Only) on 15.04.2025, 14. In view of the approval of the Resolution Plan by the CoC, the Applicant has filed the present Interlocutory Application seeking approval of the Resolution Plan submitted by Shriniwas Spintex Private Limited under the provisions of the Insolvency and Bankruptcy Code, 2016. Objection to the approved Plan to the approved Plan 15. ACT Finvest Ltd., an unsecured financial creditor of the Corporate Debtor and a member of the CoC, holding 16.79% voting rights, filed IA (IBC) No. 2316/2025. The Applicant alleges that the majority of the CoC has failed to adequately consider the interests of unsecured financial creditors in approving the Resolution Plan. 16. In support thereof, the Applicant submits that Section 30(2)(b) of the Code

MUMBAI BENCH- I TAMBC)(Plan)/45/MB/2025 & IA 2316/2025 oT CPB) No. 1318 of 2022 amount payable to them under liquidation in terms of Section 53(1) of the Code. In the present case, against an admitted claim of approximately Rs. 128.46 Crores, the unsecured financial creditors have been collectively allocated a mere Rs. 39 Lakhs (approximately 0.07% of their admitted claims), which the Applicant contends falls far short of the liquidation value entitlement. The Applicant further submits that the Resolution Plan allocates approximately Rs. 130 Crores to secured creditors while providing only Rs. 39 Lakhs to unsecured financial creditors, which is grossly disproportionate and inequitable, and that the Plan fails to demonstrate, with adequate reasoning, that the interests of al] stakeholders have been duly considered and balanced. Limitation: The 180-day CIRP period expired on 07.08.2024. The Applicant filed IA (IBC) 4540/2024 seeking a 90-day extension, which was allowed by this Tribunal vide order dated 03.10.2024, extending the CIRP period upto 05.11.2024. IA (IBC) 5993/2024 was thereafter filed seeking a further 60-day extension, which was allowed vide order dated 01.01.2025, extending the CIRP period upto 03.01.2025. IA (IBC) 898/2025 was subsequently filed seeking a 30-day extension, which was allowed vide order dated 09.02.2025, extending the CIRP period upto 02.02.2025. A 47 extension of 30 days was granted vide order dated 19.03.2025, extending the CIRP period upto 04.03.2025, and a 5" extension of 27 days was granted vide order dated 21 04.2025, extending the period upto 31.03.2025. By way of the 67 extension, this Tribunal vide order dated 29.05.2025 excluded the period from 12.03.2025 to 08.04.2025 (27 days) from the CIRP period, thereby extending the last date of CIRP upto 28.04.2025. The present Application has been filed on 19.04.2025, which Page 6 of 31

MUMBAI BENCH- I TA(BC)(Plan)/45/MB/2025 & IA 2316/2025 In CPB) No. 1318 of 2022 falls within the subsisting CIRP period, and accordingly, the Application is within the period of limitation. Salient Features of the patient scatures of the Resolution Plan Plan a. Financial Proposal: [ye RE Cr) Amount proposed | ४0 be paid within | Total Amount proposed | Claims Claims | to be paid on or Category of Creditors] 360 Business Days Resolution | Submitted Admitted | before Effective | | | | | of the Effective Amount । Date Date | Unpaid CIRP cost ie) Semel Fae _पम-म+-7 और जिcछं हा | 22.00 4 | Secured Financial a hd | Po 637.17 625,02 24.02 106.00 | 130.02 | Creditors । | | Unsecured Financial | 1 । Par» 159.49 | 157,65 0.39 : Crediors | 1 | Operational Creditors 409.51 38.26. QQ oy ee ec es rs O10

धर | Eniplovees & | | । | ॥ ।| We ; 3.49 3.31 3.32

Worknten Le 7 wesc OA हक _ | 95.9] 63.28 | 0.17

Matutory Authorities | | ret ar a — ai | हक Pe creditors 5 | : . . . Total 1,307.47 892.52 30.00 | 106.00 156.00

= ~ b. Sources of Funds: It is submitted that the Resolution Amount shall be brought in by the Resolution Applicant through Inter-corporate Deposits, Unsecured Loans from friends and relatives. internal accruals, sale of immovable properties of directors and shareholders of applicant, obtaining Loan against properties by directors and shareholders of applicant and other Financial Institutions. The Resolution Plan further provides for the constitution of a Implementation and Monitoring Committee to oversee and Supervise the implementation of the Plan. The said Committee shall comprise the Applicant (Resolution Professional), one representative of the Resolution Applicant, and one nominee of the a cial Creditor. The ZS yom fe iy BS sae 4A _ Page 7 of 31

17, MUMBAIBENCH-I IA(IBC)(Plan)/45/MB/2025 & IA 2316/2025 tn CPB) No. 1318 ०2022 Management and control of the Corporate Debtor shall, upon approval of the Plan, vest in the Monitoring Committee, which shal] monitor and facilitate the implementation of the approved Plan. Upon completion of the implementation and final payment of the last tranche, the Monitoring Committee shall stand dissolved, and the Management of the Corporate Debtor shall be formally handed over to the Resolution Applicant. Statutory Compliance: Compliance: In compliance of Section 30(2) of IBC, 2016, the Resolution Professional has examined the Resolution plan of the Successful Resolution Applicant and confirms that this Resolution Plan: a) Provides for payment of Insolvency Resolution Process cost in a manner specified by the Board in the priority to the payment of other debts of the corporate debtor; b) Provides for payment of debts of Operational Creditor in such manner as may be specified by the board which shall not be less than (i) the amount to be paid to such creditors in the event of liquidation of the Corporate Debtor under Section 53; or (1) the amount that would have been paid to such creditors, if the amount to be distributed under the Resolution Plan had been distributed in accordance with sub-section (1) of Section 53 in the event of liquidation of the corporate debtor. ०) Provides for management of the affairs of the Corporate Debtor after approval of Resolution Plan; d) The implementation and supervision of Resolution Plan; ९) Does not contravene any of the provisions of the law for time being in force, Page 8 of 31

MUMBAI BENCH- I TACBC)(Plan)/45/MB/2025 & IA 231 6/2025 oI CPCB) No. 1318 of 2022 f) Confirms to such other requirements as may be specified by the Board. g) As per the Affidavit, the Resolution Applicant is not covered under Section 29A. 18. In compliance of Regulation 38 of CIRP Regulations, the Resolution Professional confirms that the Resolution plan provides that - a) The amount due to the Operational Creditors under Resolution Plan shall be given priority in payment over Financial Creditors. b) It has dealt with the interest of all Stakeholders including Financial Creditors and Operational Creditors of the Corporate Debtor. c) A statement that neither the Resolution Applicants nor any related parties have failed to implement nor have contributed to the failure of implementation of any other Resolution Plan approved by the Adjudicating Authority in the past. d) The terms of the plan and its implementation schedule. ०) The management and control of the business of the Corporate Debtor during its term. f) Adequate means of Supervising its implementation. g) The Resolution Plan Demonstrates that it addresses 1.The cause of the Default 1.1 is feasible and viable 11.Provision for effective implementation iv.Provisions for approvals required and the time lines for the same. v.Capability to Implement the Resolution Plan 19. The Resolution Professional has submitted Form-H under Regulation 39(4) of the CIRP Regulations to fay)

MUMBAI BENCH- I oo In CPCI) No. 1318 of 2022 approved by the CoC meets all the requirements of the IBC and its Regulations. The Resolution Applicant has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order. The relevant parts of the Form H are reproduced below: FORM H IA. The details of the CIRP are as under: Ne eee Eat Description 0. ] Name of the CD Morarjee Textiles Limited 2 | Date of Initiation of CIRP 97 February 2024 3 | Date of Appointment of IRP_ | 9% February 2024 | 4 | Date of Publication of Public | 12% February 2024 Announcement 5 | Date of Constitution of Coc | 3TM March 2024 (The RP reconstituted the CoC on 17" June 2024, 22" July 2024, 17" August 2024, 5" September 2024 and 27% September 2024.) | CLA Nos. Nos. Date of the Orders LA. No. 4221 of 2024 18 September 2024 LA. No. 5113 of 2024 28 October 2024 LA. No. 4764 of 2024 11 October 2024 LA. No. 5052 of 2024 23 October 2024 zz Date of First Meeting of CoC | 13 March 2024 7 Date of Appointment of RP 157 May 2024 (Third CoC meeting of the Corporate Debto held on 15" May 2024). ‘i Date of Appointment of Appointment of Registered Valuer I of Registered Valuer I Registered Valuers 67 May 2024 - Gtech Valuers Private Limited Appointment of Registered Valuer II of Registered Valuer II 157 May 2024 - Adroi aw and Research Private Limited VAN fare} | 2> < (७ 7 7% a ty SOAS: — pri Jynnwe Page 10 of 31

MUMBAI BENCH- I TI ९९68) No. 1318 of 2022 SI. Particulars No. Description EoIl (In case of multiple issuance of Eol, please specify all such dates) ey Date of Issue of Invitation for | 1 May 2024 - Publication of Form G 237 May 2024 - Issuance of Addendum Form G 10 | Date of Final List of Eligible ——i ei July 2024 Prospective Resolution Applicants 1 | Date of Invitation of i —_—iR bese July 2024 Resolution Plan aa Resolution Plan e 22 July 2024 - Date of submission of Resolution plan as per Form G e 19 July 2024- Revised date of submission as per the amended Form G dated 23 May 2024.

».. 20 August 2024-First extension granted on request of the PRAs for submission of the Resolution plan. e 27 August 2024-Pursuent to the second extension granted on request of the PRAs for submission of the resolution plans, the RP received three resolution plans. e II November 2024- Last date to submit revised resolution plans. e 02 January 2025- Addendums to the resolution plans. e 05 February 2025- Final addendum to the resolution plan, was received by the RP. Date of placing the Resolution Plan before the CoC e On 5" February 2025, the Resolution Professional had circulated the minutes of the 22TM CoC meeting of the Corporate Debtor, e In accordance with the provisions of the CIRP Regulations, the Resolution Professional opened the voting window from 6% February 2025 for a minimum period of 7 days, as extended from time to time for 24 hours as per the request of the members of the CoC. e The voting lines were closed on 29% March 2025. Note:- The Hon’ble N in I.A. No. 880 of 2025 filed by one of the PRAs i £ wal vide its Order dated 12" March 2025 i ede stay uance of Letter of Intent हर x Page 11 of 31

MUMBAI BENCH- I To sn CPCI) No. 1318 0f 2022 Sl. No. Rar eee? bas Description in favour of the SRA till the time the said IA was decided. as its Order dated 09 April 2025, the Hon’ble NCLT dismiss A. No. 880 of 2025 thereby vacating the stay. Date of Approval of Resolution Plan by CoC 29" March 2025 16 | Date of Filing of Resolution | 19% April 2025 Plan with Adjudicating Authority 17 | Date of Expiry of 180 days of | 7# August 2024 CIRP extending/excluding the period of CIRP on request filed by RP (On 06 August 2024, the Resolution Professional filed L.A. No. 4540/2024 with Hon’ble NCLT Mumbai Bench seeking extension of CIRP period by 90 days which was allowed by the Hon'ble NCLT on 03 October 2024 The CIRP end date after the above 90 days extension was 05 November 2024.) 27 Extension- 3" January 2025 (On 04 November 2024, the RP filed IA. No. 5993/2024 with Hon’ble NCLT Mumbai Bench seeking further extension of 60 days i.e., to a maximum allowed period of 330 days of CIRP which was allowed by the Hon’ble NCLT vide order dated Ist January 2025. The CIRP end date after the further extension of 60 days was 03 January 2025.) 3" Extension- 2TM4 February 2025 (On 03 January 2025, the RP filed ILA. No. 898/2025 with Hon'ble NCLT Mumbai Bench seeking further extension of 30 days beyond 330 days which was allowed by the Hon’ble NCLT vide order dated 9" February 2025. The CIRP end date after the further extension of 30 days was 02 February 2025.) 47 Extension- 47 March 2025 (On 01 February 2025, the Resolution Professional filed L.A. No. 1279/2025 with Hon’ble NCLT Mumbai bench seeking further extension of 30 days in the CIRP period. The same was allowed by Hon’ble NCLT vide Order dated 19"

MUMBAI BENCH. I In CPB No. 1318 of 2022 | Description 4 SI. No. 5५% Extension- 31५ March 2025 On 04 March 2025, the Resolution Professional has filed an application with the Hon’ble NCLT Mumbai seeking further extension of 27 days in the CIRP period till 31% March 2025. The same was allowed by Hon’ble NCLT vide Order dated 21" April 2025 and the CIRP end date was 3] March 2025.) 6" Extension- 28" April 2025 (the Tribunal vide order dated 29.05.2025 excluded the period from 12.03.2025 to 08.04.2025 (27 days) from the CIRP period, thereby extending the last date of CIRP upto 28.04.2025.) 19 | Date of Expiry of Extended [2% April 2025 Period of CIRP 20 | Fair Value Average Fair Value * As per Regulation 35 of CIRP regulations, the fair value is INR 229,01,08,807 (Indian Rupees Two Hundred Twenty- Nine Crore One Lakh Eight Thousand Eight Hundred and Seven Only) ह 21 | Liquidation value Average Liquidation Value As per Regulation 35 of CIRP regulations is INR 140,48,25,261 (Indian Rupees One Hundred and Forty Crores Forty-Eight Lakh Twenty Five Thousand Two Hundred and Sixty One Only). 22 Number of Meetings of 000 | 24 (Twenty-Four) held 3. The details and documents related to the successful resolution applicant are as under: SI. No. | Particulars Description 1 Name of Successful | Shrinivas Spintex Industries Private Resolution Applicant | Limited (SRA) Nature of Business of Page 13 of 31

MUMBAI BENCH- I TACBC)(Plan)/45/MB/2025 & IA 2316/ 2025 a I CPEB) No. 1318 of 2022 3 Relationship status of | Not Applicable . SRA with CD, if any 4 Whether SRA is eligible | Not Applicable as Corporate Debtor is to submit plan u/s 240A | nota MSME of IBC in case of MSME CD 5 | Due Diligence | Yes Certificate of the RP w/s 29A of IBC for the SRA (pls attach copy of L certificate) 4. The details of CIRP, and resolution plan are as under: SI. eel Eo) Sa Description No. 1, Whether Corporate Debtor is an MSME, if so, Date of | Not Applicable obtaining MSME registration (pls attach copy of registration certificate) 2: Business of the CD Textile Manufacturing Total admitted claims (Amount in Rs.) INR 8,92,30,27,478 SI | Descriptio Principal Interest: | Total In and (INR Eight Hundred and N Penalty, Ninety Two Crores Thirty ०. if any Lacs Twenty Seven Thousand i \iGotborate a aes ae Four Hundred and Seventy Eight Only) Guarantee Claims The claim is admitted before than 9,957 2,924 consisting of all the creditors. Corporate and further the RP has also Guarantee preferred an application Claims before the NCLT in accordance with Regulation 13 of the CIRP Regulations for claims received after issuance of RFRP for submission of claims along with condonation of the same. 4, Resolution Plan Value The Total Resolution Plan value is INR 156 crores. The (including insolvency resolution process ८ ion of | breakup of same is provided Junds etc) below: Page 14 of 31

MUMBAI BENCE- I IA(BC)(Plan)/45/MB/2025 & IA 2316/2025 CPG) 100. 1318 oF 2022 (In the case of real estate CDs, provide the monetary value of |e INR 22 crores is bees flats etc. given to allottees) payment of unpaid C Costs. (pls attach copy of Resolutionplan) e INR 130.02 crores fo Secured Financial Creditors. e INR’ 0.39 crores fo Unsecured Financial Creditors. e INR’ 0.10 crores to Operational Creditors (other than Employees & Workmen). e INR’ 3.32 crores to Operational Creditors (Employees & Workmen) e INR 0.17 crores to Government & Statutor Authorities. e INR nil to Other Creditors. In addition to the above, the Resolution Applicant has proposed to infuse INR 25 Crores as _ initial working capital (depending on the requirements of the company) out of which INR 9 Crores will be infused upfront as fresh equity. 5 Voting percentage (%) of CoC in favour of Resolution Plan 75.61% (pls attach copy of minutes approving resolution plan) 5.Details of implementation of resolution plan: Sl. No. [Particulars Particulars Description 1 Amount of Performance | BG No: 02020ILG000525 Guarantee furnished by SRA | BG Amount: 20 Crores + EMD of 5 crores (as per (in Rs.) and its validity | the RFRP) . (attach document) Date of Issue of BG: 15 April 2025 Validity:14 April 2026 Date of Issue of EMD: 27 August 2024 2 Source of funds (in brief) As per clause 1.2(A) of Resolution Plan INR 156 crores will be thorough Page 15 of 31

MUMBAI BENCH- I TAMBC)(Plan)/45/MB/2025 & IA 2316/ 2025 SI CPCB) 100. 1318 of 2022 “Inter-corporate Deposits, Unsecured Loans from Jriends and relatives, internal accruals, sale o immovable properties of directors an shareholders of applicant, obtaining Loan agains properties by directors and shareholders of applicant and other Financial Institutions who shall be Section 294 compliant.” Capital restructuring and management of CD post approval of resolution plan (in brief including Shareholding proposed to be transferred in favour of SRA) As per Section VII of Resolution Plan: e All shareholding of shareholders, except those shares/securities held by the Promoter Group and Related Parties thereof (to the extent of 2,16,94,663 shares i.e. 59.71% of the existing shareholding), as on NCLT Approval Date, shall be reduced in the ratio of 1:30 i.e. 1 share for every 30 shares held by such — shareholders. Any fractional shareholding shall be rounded off and no cash/ kind settlement shall be awarded for any shares. The Promoter Group and the Related Parties thereof, as a result of the Capital Reduction, shall cease to hold any shareholding of the Corporate Debtor, and its existing shareholding shall stand extinguished, without any further deed, action or payment, upon the approval of this Resolution Plan. Any permission, consent, or procedure, as may be required to be undertaken or procured, from any Government and Statutory Authority, towards successful implementation of this Resolution Plan, and the Capital Reduction described above, shall be granted by the relevant Government and Statutory Authority, forthwith, without imposition of any fees, penalty, or cost. Term and implementation of plan (in brief) As per Section XIII of Resolution Plan: e The Implementation of the Resolution Plan shall commence from the receipt of certified copy of NCLT order approving the Resolution Plan. (‘T”) e Tdays- Formation and Appointment of Implementation and Monitoring Committee. e 11060 Days (Effective Date)- Payment of Unpaid CIRP Cost and upfront amount to stakeholders. pe Days (Completion Date)

Full ent to all Stakeholders and complete entation of Resolution Plan Page 16 of 31

MUMBAI BENCE- I IA(IBC)(Plan)/45/MB/2025 & IA 2316/2025 CPN. 1318 ०2022 Details of monitoring | As per Section XI of Resolution Plan: committee (in brief) e The Implementation and Monitoring Committee (IMC) shall comprise of the Resolution Professional, one nominee of the Resolution Applicant and one nominee of the Secured Financial Creditors e IMC shall function from NCLT approval date till Completion date. e Any costs relating to appointments of the IMC and the operation of the Corporate Debtor as a going concern and any legal fees in respect thereof during the period from the NCLT approval Date till the Completion Date (Interim Management Costs) shall be decided by majority vote of the IMC members. e 116 IMC costs shall be paid from the cash flows of the corporate debtors and if cash flows are insufficient, then the shortfall, if any, shall be paid out by the Resolution Applicant. : Effective date of resolution | As per Section XIII of Resolution Plan: plan implementation e The Implementation of the Resolution Plan shall commence from the receipt of certified copy of NCLT order approving the Resolution Plan. (‘T”) e Tdays- Formation and Appointment of Implementation and Monitoring Committee. ७ 4160 Days (Effective Date)- Days (Effective Date)- Payment of Unpaid CIRP Cost and upfront amount to stakeholders. ७ 71360 Days (Completion Date) Days (Completion Date)- Full payment to all Stakeholders and complete ie implementation of Resolution Plan. 6.The list of financial creditors of the CD being members of the CoC and distribution of voting share among them is as under: Sl. No.| Name of Creditor Voting Share Voting for Resolution (%) Plan (Voted for / Dissented / Abstained) 1 Indian Bank 30.37% Assented 2. |Axis Bank Limited 30.10% Assented 3 ACT Fininvest Limited Dissented Page 17 of 31

MUMBAI BENCH- I I CPCB) No. 1318 of 2022 4 ICICI Bank Limited 6.73% Assented

Tata Capital Limited 5.40% Assented ten Kotak Mahindra Bank 3.57% Dissented Limited 7 Asset Reconstruction Assented Company (India) Ltd 3.01% ARCIL) zy) IDBI Bank Ltd 2.55% Not Voted का Renato Finance & 9% Dissented Investment Pvt. Ltd. iad 10 [Myra Mall Management 0.56% Dissented Company Pvt. Ltd.

7A. Realisable amount: SI. No. Particulars Description 1 Total Realisable amount under the plan INR 156,00,00,000 (In case of real estate CDs, provide the monetary value of flats etc. given to allottees 2 Fair Value Average Fair Value As per Regulation 35 of CIRP Regulations, fair value is INR 229,01,08,807/- (Rupees Two Hundred Twenty-Nine Crores One Lakh Eight Thousand Eight Hundred and Seven Only), 3 Liquidation Value Average Liquidation Value As per Regulation 35 of CIRP Regulations, liquidation value is INR 1,40,48,25,261/- (Rupees One Hundred and F orty Crores Forty-Eight Lakh Twenty Five Thousand Two Hundred and Sixty One Only). 4 Percentage (%) of realisable amount to Fairl 68.12% | Value 5 Percentage (%) of realisable amount to | 111.05% Liquidation Value ees Percentage (%) of reali 6 amount BN | 25.03% i, 6 pany 8 Principal amount Ue a ey ८4८ & aL

5 ‘a

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MUMBAI BENCH- I IA(IBC)(Plan)/45/MB/2025 & IA 2316/2025 CPG) No. 1318 0 2022 Percentage (%) of realisable amount to 17.48% Total admitted claims Percentage (%) of realisable amount to | 17.48% Other than admitted Corporate Guarantee claims /B. Details of Realisable amount: So -_ 7 In Rupees) Stakeholder Amount(s) Payment Type schedule Amount Amount Realisable Amount Claimed Admitted amount realizabl under the e in plan plan to amount claimed (%) Secured Financial Creditors

• Creditors not having a right to : है : i vote under sub- section (2) of section 21 INR 467,752,986 INR INR 8,392,415] 1.79% | 60 days in
• Dissenting 467,752,986 priority to Assenting FCs from the NCLT Approval Date INR INR
• Assenting 5,903,952,911 INR 1,089,653,076 | 18.46% Upfront 5,782,541,914 Payment — 60 days from the NCLT Approval Date Deferred Payment — 360 days from हर the NCLT Page 19 of 31

MUMBAI BENCH- I =aSa CO ९९68) 110. 1318 ०2022 Stakeholder en ee Payment Type ह schedule Amount Amount Realisable Amount Claimed Admitted amount realizabl under the e in plan plan to amount claimed (%) Approval Date Unsecured Financial Creditors 4-1 INR 196,186,972 INR ५ ५ having a right to 177,839,760 vote under sub- section (2) of section 21 INR

• Dissenting 1,398,759,129 INR INR 0.07% |60 days in 1,398,759,129 3,900,000 priority to Assenting FCs from NCLT Approval

Date

• Assenting Operational Creditors (i) Government INR 959,130,005 INR INR 1,700,000} 0.17% | 60 days in 682,881,573 priority to Assenting FCs from NCLT Approval Date (ii) Workmen INR INR 60 days in a Semen ape sa 33,200,000] 60.34% Rectan ‘0 Other dues FCs from Page 20 of 31

MUMBAI BENCH- I TAMBC)(Plan)/45/MB/2025 & IA 2316/2025 iC CPCB) No.. 1318 ०2022 Stakeholder PP ce EEE Payment Type schedule Amount Amount Realisable Amount Claimed Admitted amount realizabl under the e in plan plan to amount claimed (%) NCLT Approval Date (i11)Employees INR INR 31,254,163 60 days in 51,625,689 priority to

PF dues Assenting Other dues FCs from NCLT Approval Date (iv)Other INR INR INR 1,000,000} 0.02% | 60 days in Operational 4,203,563,326 382,683,137 priority to creditors Assenting FCs from NCLT Approval Date Other Debts and गए ae ee oe Dae a | जाए Dues Shareholders Po ras [ae ae 2] ae FS) aes Total INR INR INR 8.61% 13,184,358,225 8,925,712,924 | 1,134,929,000 Findings and Analysis: and Analysis: 20. On perusal of the Resolution Plan, we find that the Resolution Plan provides for the following: a) Payment of CIRP Cost as specified u/s 30(2)(a) of the Code. b) Repayment of Debts of Operational Creditors as specified u/s 30(2)(b) of the Code. c) For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as a) u/s 30(2)(c) of the Code. Oo be — ty Page 21 of 31

MUMBAI BENCH- I . TAUBC)(Plan)/45/MB/2025 & IA 2316/2025 CI CPEB) No. 1318 of 2022 d) The implementation and Supervision of Resolution Plan by the RP and the CoC as specified u/s 30(2)(d) of the Code. 21. The RP has complied with the requirement of the Code in terms of Section 30(2)(a) to 30(2)(f) and Regulations 38(1), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of the CIRP Regulations. 22. The RP has filed Compliance Certificate in Form-H along with the Resolution Plan. On perusal, the same is found to be in order. The Resolution Plan has been approved by the CoC by majority of 75.61%, 23. With respect to IA (1.B.C.) 2316/2025, it is noted that the applicant is alleging discrimination on the ground that unsecured financial creditors, though falling with the class of financial creditors, are not proposed to be paid in parity with the secured financial creditors, and are being paid miniscule of what is proposed to be paid to the secured financial creditors, who also falls within the class of financial creditors, as the applicant along with other unsecured financial creditors do. It is noted that the average liquidation value of the corporate debtor was determined by the Registered valuers engaged by the applicant as Rs. 140.48 crores and its average fair value was Rs. 229.29 crores. The admitted claims of the secured financial creditors amount to Rs. 625.03 crores, and the admitted claims of the unsecured financial creditors amounts to Rs. 157.66 crores. It is evident from these facts that the average liquidation value of corporate debtor is less than the amount of admitted claims of secured financial creditors. In terms of section 53 of IBC, the CIRP costs and the amounts due to secured financial creditors are to be paid in priority over the unsecured financial creditors, hence the liquidation value qua unsecured financial creditors is NIL. Page 22 of 31

MUMBAI BENCH- I CI CPCB) No. 1318 of 2022 24. 25. 26. It is trite that the secured financial creditors and unsecured financial creditors, though falling with the same class, constitute a separate sub-class within the class of financial creditors, and the differentiation between the sub-classes of a class in respect of amounts proposed to be paid is permissible, provided the persons falling the sub-class are treated Similarly and are paid a value equivalent to the liquidation value, which shall be available for settlement of claims falling under each of sub-class. Accordingly, we do not find any merit in the prayer of the applicant in IA (IBC) 2316 of 2025. It is noteworthy that the CoC of the Corporate Debtor approved the Resolution Plan submitted by the Successful Resolution Applicant u/s 30(4) of the Code. The Resolution Professional also submits confirmation of Resolution Plan with the Code and CIRP Regulation. Therefore, it is noted that keeping in view the object of the Code, and the judgement of the Hon’ble Supreme Court in the case of K. Sashidhar (supra), wherein it has been held that once the CoC has approved a Resolution Plan by the requisite voting share, it becomes imperative for the Resolution Professional, in terms of Section 30(6) of the Code, to submit the same to the Adjudicating Authority. The Adjudicating Authority is thereupon required to satisfy itself that the Resolution Plan, as approved by the CoC, complies with the requirements of Section 30(2) of the Code. In Section ‘X’ of the Resolution Plan, the SRA has sought the waivers/ reliefs/concessions. The stated effect of the Resolution Plan and reliefs & concessions as prayed for shall be available in accordance with the principle laid down by Hon’ble Supreme Court in case of Ghanshyam Mishra and Sons Private Limited v/s. Page 23 of 31

MUMBAI BENCH- I TACBC)(Plan)/45/MB/2025 & IA 2316/2025 oC ९०68) 170. 1318 of 2022 737} & Municipal Corporation of Greater Mumbai vs. Abhilash Lal and Ors. (2019) ibclaw.in 480 NCLAT. Further, it is clarified and ordered that - a. Any increase in the authorized capital shall be subject to payment of prescribed fee, if any applicable, and filing of prescribed forms with the Registrar of Companies. b. The Income Tax Department shall be at liberty to examine the tax implications arising from the proposals contained in the plan, in terms of Section 2(24), Section 28 and Section 56 of the Income Tax Act, 1961 read with GAAR provisions thereunder. c. The Applicant shall file necessary forms and pay prescribed fees, if any, in terms of provisions of the Companies Act, 2013 in relation to reduction in capital and issuance of fresh capital, however, the Registrar of Companies shall waive the additional fees, if any, payable on such filing. 4. The SRA may approach prescribed authorities for waiver/reduction in fees, charges, stamp duty, and registration fees, if any arising from actions contemplated under the Resolution Plan and such request shall be subject to the relevant law/statute and adherence to the procedure prescribed thereunder. e. The SRA may file appropriate application, if required, for renewal of all Business Permits, rights, entitlements, benefits, subsidies and privileges whether under applicable Law, contract, lease or license granted in favour of the Corporate Applicant or to which the Corporate Applicant is entitled to or accustomed to, which have expired on the Effective Date, and follow the dues procedure prescribed for the purpose upon payment of prescribed fees. The a) ird parties shall be subject Page 24 of 31

ह MUMBAI BENCH- I TACBC)(Plan)/45/MB/2025 & IA 2316/2025 CI CPEB) No. 1318 0f 2022 to consent of such parties. It is clarified that continuance of approvals shall not be refused on account of extinguishment of any dues under Code and extension or renewal thereof shall not be denied on account of past insolvency of the Corporate Applicant. No action shall lie against the Corporate Applicant for any non-compliances arising prior to the date of approval of Resolution Plan, however, such non-compliances shall be cured, if necessitated to keep the approval in force, after acquisition by the Corporate Applicant within period stipulated in the Resolution Plan.

The secured and unsecured Financial Creditors shall upgrade the Account of the Corporate Debtor with Banks/Financial Institutions under the CIBIL Mechanism to “Standard Category” from NPA on the Completion Date, to the extent CIBIL Mechanism system allows. The Financial Creditors shall release all the charges on all assets of the Corporate Debtor (wherever registered) after the receipt of entire resolution amount.

• No orders levying any tax, demand of interest/fine or penalty from the Corporate Applicant in relation to period up to approval of the Resolution Plan shall be passed by any authority and such demand, if created, shall not be enforceable as having extinguished in terms of approved Resolution Plan.
• The carry forward of losses and unabsorbed depreciation shall be available in accordance with the provisions of Income Tax Act, and the Income Tax Department shall be at liberty to examine the same. . An application for compounding/condoning shall be filed in accordance with the procedure specified in respective law or concerned authority, (ay fine or penalty shall be Page 25 of 31

MUMBAI BENCH- I CI CPT) No. 1318 of 2022 1 9 6 1 imposed for non-compliances till the date of approval of this . Plan or such further period as is permitted in terms of this Order.

• ROC shall update the records and reflect the Corporate Applicant as ‘Active’ upon filing of pending returns/forms after payment of normal fees (not additional fee). In case such filing is not permitted by the e-filing portal, the ROC shall accept such forms/returns in physical format and manage to upload the same by back-end. The Corporate Applicant shall be exempted from using the words “and reduced”. . The Compliances under the applicable law for all the statutory appointments by the Corporate Applicant shall be completed within 12 months, whereafter, the necessary consequence under respective law may follow. The Resolution Applicant, the Corporate Debtor and the assets of the Corporate Debtor forming part of Resolution plan shall have immunity, privileges and protection as is available in the form and manner stated in Section 32A of the Insolvency and Bankruptcy Code, 2016. Continuation of term of leasehold rights awarded by Maharashtra Industrial Development Corporation ("MIDC") on land situated at Plot 61 -G2, Butibori Industrial Estate, Nagpur, Maharashtra vide agreement dated 23 November 1995 and dared 11 March 1996 for two plots - Plot no. G1 (49.75 acres) & Plot no G2 (39.53 acres). Total area of land being 89.28 acres -MIDC shall allow the corporate debtor under new management to continue existing lease agreement till its expiry by taking on record the names of new shareholders and directors of the Corporate Debtor, wherein such continuation of lease shall not

MUMBAI BENCE- I IA(IBC)(Plan)/45/MB/2025 & 16 2316/2025 CPB) No. 1318 ०2022 fines, penalties etc. on account of change/modification of the shareholding and directorship of the corporate debtor or otherwise. Any pending dues/fines/penalties/fees towards supply of water to the Corporate Debtor shall be waived off entirely and the water connection shall resume on the NCLT approval date. All applicable/ statutory dues/ charges/ tees/ fines and penalties till the completion date of Resolution Plan payable to MIDC shall be waived entirely.

• MSEDCL shall reconnect/restore the electricity connection as per agreement no. 430019004052 for operation of the units without payment of any penalties for non-payment of charges prior to date of payment of entire resolution amount. . The relief, concession or waiver contemplated in the approved Resolution Plan under any of its section shall be available to the Corporate Debtor only and such relief, concession or waiver Shall not extend to its subsidiaries, joint-ventures or associates/affiliates, who have not been subjected to resolution in the present CIRP process of Corporate Debtor. However, it is clarified that no claim or action shall lie against the Corporate Debtor in relation to any financial or any kind of obligation of subsidiaries, joint-ventures or associates/affiliates, whether past Or arising in future. . It is clarified that any relief, concession or waiver, not specifically dealt with in Paras (a) to (0) above, or not permissible in terms of decision in case of Ghanshyam Mishra (supra) and Abhilash Lal (Supra) or specific provisions of the Code read with the Regulations, shall be deemed to be denied or rejected. Page 27 of 31

MUMBAI BENCH- I TAQBC)(Plan)/45/MB/2025 & IA 2316/2025 eT ९९0७) No. 1318.0 2022 27. 28. 29. In K Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal No.10673/2018 decided on 05 -02.2019) the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per Section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2) of the Code. The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 of the Code and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) of the Code when the Resolution Plan does not conform to the stated requirements. The jurisdiction and authority of this Tribunal in such matters 1S, as held by the Hon'ble Supreme Court, 'no more, no less', circumscribed by Section 31 of the Code and limited to a scrutiny of the Resolution Plan as approved by the CoC. In view of the discussions and the law thus settled, the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38 and 38 (1A) of the CIRP Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The same deserves to be approved. Hence, ordered. Page 28 of 31

MUMBAI BENCH- I TAQBC)(Plan)/45/MB/2025 & IA 2316/2025 CE CPB) No. 1318 of 2022 Order: 30. The Resolution Plan is hereby approved. It shall become effective from this date and shall form part of this order with the following directions:

1. It shall be binding on the Corporate Applicant, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan. ii. The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/liabilities of the Corporate Applicant and shall be dealt by the appropriate Authorities in accordance with law. Any waiver sought in the Resolution Plan, shall be subject to approval by the Authorities concerned in light of the Judgment of Supreme Court in Ghanshyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction Company Limited, the relevant paragraphs of which are extracted herein below: “95. (i) Once a resolution plan is duly approved by the adjudicating authority under sub-section (1) of Section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the adjudicating authority, all such claims, which are not a part of the resolution plan shall stand extinguished and no p entitled to initiate Page 29 of 31

MUMBAI BENCH- I TAMBC)(Plan)/45/MB/2025 & IA 2316/2025 dC CPCB) No. 1318 of 2022 lil. 1५. or continue any proceedings in respect to a claim, which is not part of the resolution plan; (ti) 2019 Amendment to Section 3] of the I&B Code is clarificatory and declaratory in nature and therefore will be effective from the date on which the Code has come into effect; (tii) consequently, all the dues including the statutory dues owed to the Central Government, any State Government or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the adjudicating authority grants its approval under Section 3] could be continued.” The Memorandum of Association (“MoA”) and Articles of Association (“AoA”) shall accordingly be amended and filed | with the Registrar of Companies (“RoC”), Mumbai, Maharashtra for information and record. The Successful Resolution Applicant, for effective implementation of the Resolution Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed. It is clarified that the authorities shall not withhold the approval/consent/extension for the reason of insolvency of the Corporate Applicant or extinguishment of their dues upto approval of Resolution plan in terms of the approved plan. Any relief or concession as sought on the plan shall be subject to the provisions of the relevant Act. The moratorium under Section 14 of the Code shall cease to have effect from this date. Page 30 of 31

IN THE NATIONAL COMPANY LAW TRIBUN AL MUMBAI BENCH- I CCI CPCB) No. 1318 of 2022 vi. The Applicant shall supervise the implementation of the Resolution Plan and file status of its implementation before this Authority from time to time, preferably every quarter. vil. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information. vill. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance. 31. Accordingly, I.A. No. 2316 of 2025 is dismissed. Sd/- Sd/- Prabhat Kumar Sushil Mahadeorao Kochey Member (Technical) Member (Judicial) /AJ/ Certified True Copy Copy Issued “free of cost’ On ee | Qe os: 1X ४6 कि’ न National Company Law Tribunal Mumba Page 31 of 31