04th November, 2025 Approval of Resolution Plan- Furnace Fabrica (India) Limited [IA(IBC)(Plan)/1/KOB/2025 in CP (1B)/14/KOB/2023] (17.1 MB)

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH IA IN CP (1B)/14/KOB/2023 (Under Section 30(6) & 31 of IBC, 2016, & Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, read with Rule 11 ofNCLT Rules, 2016) Date ofinstitution:24.02,2025 Order delivered on: 29.10.2025 In the matter of:- M/s. Furnace Fabrica (India) Limited Memo of parties: Mr. Alok Kumar Agarwal The Resolution Professional of Furnace Fabrica (India) Limited, having its registered office at Opposite MILMA Dairy, Koonamthai, Edapally, Kochi, Kerala, India-682024. Coram: HON'BLE MEMBER ( JUDICIAL) HON'BLE MEMBER (TECHNICAL) Appearances: For the Applicant ... Applicant. SHRI. VINAY GOEL SMT. MADHU SINHA Mr. Pulkitesh Dutt Tiwari, Advocate Ms. Varsha, Advocate r the Successful Resolution Applicant: Mr. Nipun Singhvi, Advocate Page 1 of 42

KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited ORDER PER CORAM The present application IA(IBC) (Plan)/01/KOB/2025 has been filed by Mr. Alok Kumar Agarwal, Resolution Professional of Furnace Fabrica (India) Limited under Section 30(6) & 31 of Insolvency and Bankruptcy Code, 2016, read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, for approval of the Resolution Plan submitted by, Mr. Suresh Wavia, Successful Resolution Applicant. ABOUT THE CORPORATE DEBTOR The Corporate Debtor, Furnace Fabrica (India) Limited (hereinafter referred to as the Corporate Debtor / the Company) is a Company incorporated on 03.12.1985, having its Registered Office at Opposite to MILMA Dairy, Edapally, Kochi, Kerala

• 682024 and its Corporate Offices at C/15-16, TTC MIDC Area, Pawane Village, Thane-Belapur Road, Navi Mumbai, Maharashtra
• 400705. The Corporate Debtor is engaged in the business of providing engineering, procurement, and construction services on a turnkey basis for process plants in diverse industrial sectors, including fertiliser, iron & steel, zinc, copper, alumina, sulphuric acid, chemicals, cement, petroleum & petrochemicals industries, and tankage solutions. The Company also has a technology collaboration with Outotec GmbH, Germany (formerly Lurgi Metallurgie GmbH) for the establishment of sulphuric acid plants in India. Page 2 of 42

KOCHI BENCH IA IN CIRP OF THE CORPORATE DEBTOR The Corporate Debtor is presently undergoing the Corporate Insolvency Resolution Process in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. An application bearing CP(IBC)/14/KOB/2023 was filed by State Bank of India, a Financial Creditor, under Section 7 of the Code seeking initiation of Corporate Insolvency Resolution Process against the Corporate Debtor. This Adjudicating Authority, vide its order dated 01.11.2023, admitted the said application, thereby commencing the Corporate Insolvency Resolution Process in respect of the Corporate Debtor. By the same order, Mr. Alok Kumar Agarwal, bearing IBBI Registration No. IBBI/IPA-OOI/IP- P00059/2017-2018/10137 was appointed as the Interim Resolution Professional. Subsequently, in the 1st Meeting of the Committeeof Creditors of the Corporate Debtor held on 28.11.2023, Mr. Alok Kumar Agarwal was confirmed as the Resolution Professional to continue managing the affairs of the Corporate Debtor during the Corporate Insolvency Resolution Process. The key dates and events during the CIRP period are tabulated hereunder: S.No. Date 1 2 3 01.11.2023 03.11.2023 28.12.2023 Event Description Admission of CIRP under Section 7 of IBC by NCLT Paper Form A, inviting claims 1st Paper Publication in Form G, inviting EOI Page 3 of 42

4 5 6 7 8 9 10 11 12 30.01.2024 27.02.2024 07.03.2024 22.03.2024 29.05.2024 28.10.2025 05.02.2025 26.08.2025 15.09.2025 KOCHI BENCH IA IN 2nd Paper Publication in Form G, inviting EOI 3rd Paper Publication in Form G, inviting EOI 4th Paper Publication in Form G, inviting EOI Last date for submission of the Resolution Plan as per the 4th paper publication of Form G. At the 7th COC meeting, the Applicant informed that 3 out of 10 shortlisted PRAs submitted resolution plans, which were opened before the COC and the PRAs. At the 22nd COC meeting, legal compliance of resolution plans from Mr Suresh Wavia and Mr Surinder A. Sabhlok was discussed, and the plans were put to a vote on 30.10.2024. The Resolution Plan submitted by Mr Suresh Wavia was approved with 100% voting in favour in the 22nd meeting of the COC. Revised Form H submitted Addendum 2 dated 13th September, 2025, of the Resolution Plan submitted by SRA Mr. Suresh Page 4 of 42

KOCHI BENCH IA IN Wavia was approved with 89.19% voting share in the 30th meeting of the COC. 6. As required under Regulation 6 of the IBBI (InsolvencyResolution Process for Corporate Persons) Regulations, 2016, a public announcement was made by the Interim Resolution Professional. This announcement was published in two newspapers in Kochi, namely The Financial Express (English) and Metro Vaartha (Malayalam), and two newspapers in Mumbai, namely The Financial Express (English) and Avakal (Marathi). The announcement was also published on the website of the Insolvency and Bankruptcy Board of India to invite claims. 7. The Applicant received total claims of Rs. 2,29,70,25,830/- from secured financial creditors, of which Rs. 2,25,00,47,482/- were fully admitted. Additionally, claims from operational creditors amounting to Rs. 7,69,98,41,744/-, out of which Rs. 4,63,19,40,200/- were admitted in entirety. 8. At the second meeting of the Committee of Creditors held on 18.12.2023, the Applicant sought approval for the issuance of the Request for Resolution Plan, Evaluation Matrix, appointment of registered valuers, and publication of the invitation for Expression of Interest in Form G. The Committee of Creditors approved all these matters with 100% voting in favour. Form G was first published on 28.12.2023 in The Financial Express, setting 12.01.2024 as the last date for submission of Expression of Interest. 9. Subsequently, at the third meeting of the Committee of Creditors held on 25.01.2024, the Applicant informed that three Expressions of Interest had en received. In the interest of value maximisation and to invite more Page 5 of 42

KOCHI BENCH IA IN competitive bids, the Committee of Creditors approved the withdrawal of the earlier Form G and its re-publication. The Form G was re-published on 30.01.2024, with 14.02.2024 as the new deadline. However, considering that only two new Expressions of Interest were received and four additional parties requested an extension, the Committee of Creditors, in its fourth meeting held on 27.02.2024, approved the withdrawal and re- publication of Form G once again. Accordingly, Form G was published on 07.03.2024, with 22.03.2024 as the last date for submission of Expression of Interest. In response, six new prospective resolution applicants submitted their Expressions of Interest, and four earlier applicants confirmed their continued interest. One applicant, M/s. Luvkush Corporation Private Limited withdrew its Expression of Interest and was refunded the earnest money deposit. 10. At the fifth meeting of the Committee of Creditors held on 08.04.2024, the Applicant highlighted that the Corporate Insolvency Resolution Process was required to be completed within one hundred and eighty days, i.e., by 29.04.2024. Given the timelines involved in the fresh publication and evaluation process, the Committee of Creditors approved a resolution to seek an extension of ninety days under Section 12 (2) of the Insolvency and Bankruptcy Code, 2016. This Adjudicating Authority, by its order dated 05.06.2024, extended the process till 28.07.2024. 11. At the seventh meeting held on 29.05.2024, the Applicant informed the Committee of Creditors that out of the ten finalised prospective resolution applicants, three had submitted their resolution plans. The sealed resolution plans were opened before the Committee of Creditors and the Page 6 of 42

KOCHI BENCH IA IN resolution applicants to ensure transparency. 12. The resolution plans submitted by Mr. Suresh Wavia, Mr. Surinder A. Sabhlok, and Derit Infrastructure Private Limited were discussed in detail during the ninth and tenth meetings of the Committee of Creditors. All three applicants expressed their willingness to participate in a challenge mechanism to maximise value. Accordingly, the Committee of Creditors adopted the challenge mechanism as the further course of action. 13. From the twelfth to the seventeenth meetings of the Committee of Creditors, the challenge mechanism process was conducted with the participation of all three resolution applicants. The members also held individual discussions and negotiations with each applicant. The applicants were allowed to submit final resolution plans incorporating their revised offers. Final plans were received from Mr. Suresh Wavia and Mr. Surinder A. Sabhlok, while Derit Infrastructure Private Limited confirmed that its earlier submission dated 23.08.2024 would be treated as its final plan. 14. At the seventeenth meeting held on 17.09.2024, the Committee of Creditors was informed that the extended period for completing the Corporate Insolvency Resolution Process would end on 27.09.2024. However, since the final revised resolution plans were still under review and subject to diligence and compliance checks, the Committee of Creditors approved for an exclusion of sixty days from the process timeline. This Adjudicating Authority, vide order dated 06.11.2024, granted a further ninety-day extension up to 26.12.2024. 15. At the twenty-second meeting of the Committee of Creditors held on the resolution plans submitted by Mr. Suresh Wavia and Mr. Page 7 of 42

KOCHI BENCH IA IN Surinder A. Sabhlok were reviewed for legal compliance. These plans were then placed for e-voting, which commenced on 30.10.2024. 16. The e-voting on the resolution plans commenced on 30.10.2024 and concluded on 05.02.2025. Upon the conclusion of voting, the Committee of Creditors approved the resolution plan submitted by Mr. Suresh Wavia, with 100% voting in favour. 17. On 25.08.2025, the Learned Counsel sought time to file Form H in the new format. Subsequently, the revised Form H was filed on 26.08.2025. 18. During the hearing, this Bench observed that the amount proposed to be paid to the employees of the Corporate Debtor appeared to be on the lower side. It was further noted that, in terms of Section 53 of the Insolvency and Bankruptcy Code, 2016, the employees are entitled to at least their dues for the period of twelve months preceding the commencement of the insolvency proceedings. Accordingly, the Bench observed that the Committee of Creditors and the Successful Resolution Applicant may reconsider the payments proposed to the employees and directed the Committee of Creditors and the Resolution Professional to explore the possibility of a reallocation of claim amounts to ensure a higher payout to them. 19. Subsequently, in the 30th meeting of the Committee of Creditors, detailed deliberations were held over three sessions conducted on 10th September 2025, 12th September 2025, and 15th September 2025. After due consideration, the Committee of Creditors restructured the financial proposal under the resolution plan as Second Addendum to the Resolution Ian and passed the following resolution with a voting majority of 89.19%: LAD Page 8 of 42

KOCHI BENCH IA IN "RESOLVED THAT the consent of the Committee of Creditors be and is hereby accorded to approve the Addendum no. 2 dated 13.09.2025 as part of the Resolution Plan dated 17.10.2024 of Mr. Suresh Wavia, as tabled before the Committee of Creditorsfor their deliberation. " "FURTHER RESOLVED THAT the Resolution Professionalbe and is hereby authorised to take all necessary steps. do all such acts, deeds and things, and to file necessary documents, applications or submissions before the Hon 'ble NULTandany other authority as may be required in this regard. " 20. TOTAL CIRP EXTENSIONS xtension IA no. 1. 2. 3. 4. 5. Total Days Extended Date from 29.04.2024 28.07.2024 27.09.2024 26.12.2024 09.02.2025 Date to 28.07.2024 27.09.2024 26.12.2024 09.02.2025 11.03.2025 Remark 90 days 60 days 90 days 45 days 30 days 315 days 21. BRIEF OUTLINE OF THE RESOLUTION PLAN OF THE SRA: a) The Resolution Applicant has proposed a Total Resolution Plan Amount of Rs. 82,50,00,000/- (Rupees Eighty-Two Crores Fifty Lakhs Only) to be utilised towards settlement of claims of all stakeholders. The proposed amount shall operate as a full and final settlement and discharge of all claims and debts against the Corporate Debtor, whether admitted or unadmitted, crystallised or contingent, secured or unsecured, known or unknown, or recorded or unrecorded in the Information Memorandum and financial statements of the Corporate Debtor. Page 9 of 42

KOCHI BENCH IA IN b) Immediately upon the Transfer Date, all existing shares of the Corporate Debtor shall stand cancelled without any consideration to existing shareholders, and fresh equity shares shall be issued to the Resolution Applicant in accordance with the capital structure requirements of the Corporate Debtor. The Earnest Money Deposits of Rs. 50,00,000/- (Rupees Fifty Lakhs Only) and Rs. 25,00,000/- (Rupees Twenty-Five Lakhs Only) already paid shall be adjusted against the Performance Bank Guarantee upon declaration of the Resolution Applicant as the Successful Resolution Applicant. c) The Resolution Plan is stated to be fair, equitable, and compliant with the Code and the Regulations. If any modifications in distribution are required, the Total Resolution Plan Amount shall be reallocated among stakeholders in accordance with applicable directions, without any increase in the overall proposed amount. From the Approval Date, all corporate or bank guarantees and securities provided by the Corporate Debtor shall stand permanently extinguished or waived, subject to the Resolution Applicant's limited liability of Rs. (Rupees Thirty Lakhs Only) for encashed or invoked guarantees. Notwithstanding the extinguishment of such obligations, the rights of Financial Creditors against obligors, including Personal Guarantors and members of the Promoter Group, to recover outstanding settlement amounts shall continue. d) The Resolution Applicant is committed to closely monitoring and managing the implementation of the revival plan, with periodic reviews and necessary adjustments to address operational, financial, and market challenges. By leveraging its experience, strategic planning, and resource capabilities, the Resolution Applicant aims to restore the Corporate Page 10 of 42

KOCHI BENCH IA IN Debtor's profitability, strengthen its market position, and deliver sustainable long-term growth for all stakeholders. 22. DETAILS OF THE SUCCESSFUL RESOLUTION APPLICANT a) Suresh Wavia has been the CEO and Managing Director of Greenscape Group since 2005, playing a pivotal role in transforming the company into a leading name in luxury real estate. A graduate of the prestigious Rajkumar College in Rajkot, one of India's oldest and most respected educational institutions, he brings a refined aesthetic sensibility and a visionary approach to infrastructure development. b) Under his leadership, Greenscape Group has delivered a series of iconic and innovative real estate projects across Mumbai, Khandala, and Gujarat. These developments are known not only for their superior construction quality but also for their unique design and attention to detail, setting new benchmarks in luxury living and architectural excellence. c) Beyond his professional achievements, Suresh Wavia is deeply committed to industry advancement and social responsibility. He is an active member of CREDAI BANM (Builder's Association of Navi Mumbai), contributing to the broader growth and regulation of the real estate sector. Additionally, he serves as a Trustee on the Corporate Social Responsibility Board of Sterling Hospital in Gujarat, and is passionately involved in initiatives that support the education of underprivileged children. d) In recognition of his contributions to luxury real estate, he was with the Times Realty Icon Award in 2018 for Meraki Life, a Page 11 of42

KOCHI BENCH IA IN standout luxury villa project in Khandala that exemplifies his commitment to elegance, innovation, and lifestyle excellence. e) Shareholding of Resolution Applicant:

S*NO. 1 2 3 4 6 7 8 9 IO 12 Name of Entity Greenscape Builders and Developers Greenseape Builders Greenscape Buiitcon LLP Greenscape -IT Park LLP Greenscape Kalpana Struct-Con Greenscape Realty Greenscape Realty LLP Greenscape Shakti Ventures Greenscape Ventures Greenscape Realcon Pvt.Ltd. Futurescape 91Qchnologies Pvt Ltd. Cireenseape Developers Pvt Ltd. 0/0 Of the shareholding held bv Resolution A )lieant 35 35 80 70 33 55 75 25 56 70 57,02 f) Projects that are currently in progress and being handled by the Resolution Applicant:- NO 2 4 5 6 Name of the Company Greenscape Developers Pvt. Lid. Ventures Cireenscape Shakti Ventures ('ireenscape Reattv Greenscape LLP Greenseape IT Park LI T Project Name Eternia Cyher Works CBD6 four Code Meraki Life Cyber Square Location Roadpali. Navi Mumbai Mahape, Navi Mtlftibai Navi Mumbai Nerul, Navi Mumbai Lonavala Nerul, Navi Mumbai Type Residential Cum Commere IT Park Commercial IT Park Villas ff Park Ownership Type JDA Owned Owned Owned JDA Osisned Area in sq ft 137,954 I €14.192 10.35763 Page 12 of 42

KOCHI BENCH IA IN 23. DELIBERATION OF THE COC ON THE FEASIBILITY OF THE PLAN The Resolution Plan was discussed, debated, and approved by the Committee of Creditors with 100% voting power in the 22nd Committee of Creditors. The Resolution passed in the 22nd Committee of Creditors is extracted hereunder:

Recording Deliberations on feasibility and viability ofeach resolution plan: All the COC members deliberated on the feasibility and viability of each resolution plan and noted as under: 2. Mr. Suresh Wavia: a. The resolution plan value is above the Liquidation Value. b. The Resolution applicant has provided proofoffunds. c. The term of resolution plan is 2 months from the approval of resolution plan by Hon 'ble NCLT which is adequate and reasonable. Therefore, all the COC members present in the meeting recorded their deliberations that the resolution plan submitted by Mr. Suresh Wavia isfeasible and viable. "RESOLVED THAT pursuant to Section 30(4) of IBC 2016 and Regulation 39 ofthe Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations 2016, the Resolution Plan dated 17th October, 2024 received from Suresh Wavia, the Resolution Applicant, along with response of queries & rectifications thereof, received from the him on certain aspects, which were duly incorporated in the said Resolution Plan which was placed before the Committee of Creditors, be and is hereby approved in the CIR Process of Furnace Fabrica (India) Limited, Corporate Debtor; RESOLVED FURTHER THA T the Resolution Professionalbe and is hereby authorized to submit Resolution Plan, as approved herein above, to Adjudication Authority along with compliance certificate in Form H of the Schedule and to do all such acts and deeds as may be necessary and expedient relating thereto. " Page 13 of 42

KOCHI BENCH IA IN 24. FINANCIAL PROPOSAL UNDER THE RESOLUTION PLAN IS TABULATED BELOW: Sr. 3 4 5 6 7 S Amount Category or Stakeholders Claimed (INR) CIRP cost Secured Financial Creditors Unsecured Financial Cs'reditors Operational Creditors Io 'ees) (l)nerational Creditors Em Io •ees

• Gratuit Operational Creditors (Government Dues O 'erational Creditors Operational Creditors (Other than Workmen, Em lovees & Govt. Dues) Other Creditors (Other than Financial & Operational Creditors) Actuals 709 17,35.27.854 3.57.97,34.135 Amount Admitted (iNR) I !.52.40,276 3.54477.50.362 Amount Previously Provided under Resolution Plan INR) I .OO.OO.OOO 76.08.10.822 27-25,027 I .24.42,946 1,46.83.296 22-00.069 30.00.000 Provision iVjr Bank Guarantee Protection Total Revised Amount (INR) 76.08. i 0.822 27.259027 1 7402.698 1€46.83 296 3.95,22i 82-50,00 coo

1. CIRP Costs:- The Resolution Applicant proposes to pay the entire Corporate Insolvency Resolution Process Cost of Rs. (Rupees One Crore) in full and with priority on the Transfer Date, provided there is no stay on the implementation of the Resolution Plan by any court or authority. This amount will be the first charge on the Total Resolution Plan Amount. If the actual Corporate Insolvency Resolution Process Cost exceeds Rs. 1,00,00,000/-, the excess will be deducted from the amount allocated to Secured Financial Creditors. Once the Corporate Insolvency Resolution Process Costs are fully paid, no further claims or liabilities under Corporate Insolvency Page 14 of 42

KOCHI BENCH IA IN Resolution Process Costs shall be payable by the Resolution Applicant or the Corporate Debtor. If there is no unpaid Corporate Insolvency Resolution Process Cost as on the approval date, the amount earmarked for CIRP Cost will instead be distributed to the Secured Financial Creditors, in addition to the proposed Rs. 2) Secured Financial Creditor:- The Resolution Applicant proposes to pay Rs. 76,08,10,822/- (Rupees Seventy-Six Crores Eight Lakhs Ten Thousand Eight Hundred and Twenty-TwoOnly) to the Secured Financial Creditors against the admitted claim of Rs. 171,52,40,276/- (Rupees One Hundred Seventy-One Crores Fifty-TwoLakhs Forty Thousand Two Hundred and Seventy-Six Only), within 60 days from the Approval Date. Recoveries from trade receivables, deposits, or arbitration matters accrued till the Transfer Date shall be shared in a 75:25 ratio between the Secured Financial Creditors and the Resolution Applicant, respectively. Liability towards bank guarantees is capped at Rs. and any unutilised portion shall be paid to the Secured Financial Creditors. 3) Unsecured Financial Creditor:- The Resolution Applicant proposes to pay Rs. 27,25,027 (Rupees Twenty-Seven Lakhs Twenty-Five Thousand and Twenty-Seven Only) to the Unsecured Financial Creditors (other than those belonging to Creditors in a Class) against the admitted claim of Rs. 27,25,02,709 (Rupees Twenty-Seven Crores Twenty-Five Lakhs Two Page 15 of 42

KOCHI BENCH IA IN Thousand Seven Hundred and Nine Only). The proposed amount shall be distributed on a pro-rata basis among such creditors on the Transfer Date, in full and final settlement of their admitted dues. 4) Operational creditors (Employees):

The Resolution Applicant proposes to pay an amount of Rs. 2,94,82,867/- (Rupees Two Crore Ninety-Four Lakhs Eighty-Two Thousand Eight Hundred and Sixty-Seven Only) towards the admitted claims of the Operational Creditors (Employees) against the admitted claim of Rs. 14,62,85,936 (Rupees Fourteen Crores Sixty-Two Lakhs Eighty-Five Thousand Nine Hundred and Thirty-Six Only). The said amount includes payment of gratuity of Rs. 1,24,42,946/- (Rupees One Crore Twenty-Four Lakhs Forty-Two Thousand Nine Hundred and Forty-Six Only) in full, and the balance amount shall be distributed on a pro-rata basis among the said creditors towards full and final settlement of their admitted dues. After the Transfer Date, the Successful Resolution Applicant shall review and decide upon the treatment of the existing employees. 5) Operational creditors (Government Dues):

The Resolution Applicant proposes to pay an amount of Rs. 1,63,85,994 (Rupees One Crore Sixty-Three Lakhs Eighty-Five Thousand Nine Hundred and Ninety-Four Only) towards the admitted claims of the Operational Creditors (Government Dues) against the admitted claim of Rs. 356,24,42,658/- (Rupees Three Hundred Fifty-Six Crores Twenty-Four Lakhs Forty-Two Thousand Six Hundred and Fifty-Eight Only). The proposed amount includes Page 16 of 42

KOCHI BENCH IA IN payment of provident fund dues of Rs. 1,46,83,296/- (Rupees One Crore Forty-Six Lakhs Eighty-Three Thousand Two Hundred and Ninety-Six Only) in full, and the balance shall be distributed on a pro- rata basis among such creditors on the Transfer Date, in full and final settlement of their admitted dues. Any attachments, encumbrances, or claims created by any statutory,government, or semi-government authority in relation to periods before the Approval Date shall stand permanently settled upon such payment. 6) Operational creditors (Other than Workmen & Employees & Government Dues):

The Resolution Applicant proposes to pay Rs. 22,00,069/- (Rupees Twenty-Two Lakhs Sixty Nine Only) to the Operational Creditors against their admitted claims of Rs. 88,00,27,436/- (Rupees Eighty- Eight Crores Twenty-Seven Thousand Four Hundred and Thirty Six Only) on the Transfer Date. The proposed amount shall be distributed on a pro-rata basis among such creditors, in full and final settlement of their admitted dues. It is clarified that any claims admitted at a later stage shall also be treated as Operational Debt and dealt with in the manner provided under this Resolution Plan without increasing the Total Resolution Plan Amount, and any payments pursuant thereto shall be proportionately adjusted against the amounts proposed to be paid to the Secured Financial Creditors. For abundant clarity, all existing or potential dues and liabilities of the Corporate Debtor, including those owed to Government and Statutory Authorities, in the nature of taxes, Page 17 of 42

KOCHI BENCH IA IN penalties, duties, cesses, fees, interest, fines, levies, licenses, approvals, investigations, litigations, or any financial obligations whatsoever, whether admitted or not, crystallised or contingent, known or unknown, secured or unsecured, shall stand permanently extinguished upon approval of this Resolution Plan by this Adjudicating Authority. Accordingly, neither the Corporate Debtor nor the Resolution Applicant shall have any liability, obligation, or duty in relation thereto. All related proceedings, notices, assessments, or demands shall stand withdrawn, terminated, or abated, and no fresh proceedings shall lie against the Corporate Debtor or its assets. The Resolution Applicant and the Corporate Debtor shall, however, be entitled to avail benefits such as carried- forward losses, unabsorbed depreciation, and credits under the Income-tax Act and other applicable laws, as permissible. 7) Other creditors:

The Resolution Applicant proposes to pay Rs. 3,95,221/- (Rupees Three Lakhs Ninety-Five Thousand Two Hundred and Twenty-One Only) to the Other Creditors (other than Financial Creditors and Operational Creditors) against the admitted claim of Rs. 7,90,44,200/- (Rupees Seven Crores Ninety Lakhs Forty-Four Thousand and Two Hundred Only). The proposed amount shall be distributed on a pro-rata basis among such creditors on the Transfer Date, in full and final settlement of their admitted dues. 25. REVIVAL PLAN & RATIONALE- i. The Resolution Applicant proposes a comprehensive revival plan for Page 18 of 42

KOCHI BENCH IA IN the Corporate Debtor to restore its financial stability and ensure sustainable operations post-acquisition. The Business Plan has been formulated based on information available in the Information Memorandum, public domain data, provisional financial statements, and the fixed asset register of the Corporate Debtor, with the assumption that no alienation, disposal, transfer, or encumbrances have occurred over its assets after the commencement of the Corporate Insolvency Resolution Process, other than as disclosed. ii. The Resolution Applicant has the financial capability, technical expertise, and manpower resources required for effective implementation of this Resolution Plan. The reasons for the present financial distress of the Corporate Debtor include working capital constraints, failure to generate adequate revenue to service debt, lack of promoter-led liquidity infusion, and the adverse impact of the pandemic on its business. These factors cumulatively led to over- leveraging and eventual default in debt servicing. iii. The proposed revival strategy focuses on (i) infusion of requisite funds for resolution of insolvency and settlement of claims, (ii) debt restructuring through settlement in accordance with this Resolution Plan to address the issue of over-leveraging, (iii) revival of business operations through optimized utilization of existing assets, and (iv) generation of revenue through operational efficiencies and market re-engagement. iv. This revival plan provides a viable pathway for turning around the Corporate Debtor, ensuring maximisation of value for stakeholders, Page 19 of 42

KOCHI BENCH IA IN and sustaining the Corporate Debtor as a going concern. 26. FEASIBILITYAND VIABILITY OF THE PLAN The Resolution Plan proposed by the Resolution Applicant complies with the Insolvency and Bankruptcy Code, 2016, and the Corporate Insolvency Resolution Process Regulations, and provides for the revival, construction, refabrication, and development of the assets of the Corporate Debtor, along with the settlement of dues of all Creditors and Stakeholders as detailed in the Financial Proposal forming part of the Plan. Leveraging its extensive experience in the real estate sector and its proven technical and managerial capabilities to handle large-scale projects, the Resolution Applicant has laid out a definitive plan to revive and turn around the Corporate Debtor in the best interest of all Stakeholders, supported by a clear framework for implementation and managementto ensure feasibility and viability. 27. IMPLEMENTATION AND MONITORING COMMITTEE i. Term of the Resolution Plan and its Implementation Schedule:

Implementation of the Resolution Plan shall commence from the Approval Date. Within seven business days from the Approval Date, the Monitoring Committee shall be formed. The Transfer Date, being on or before 60 days from the Approval Date, shall mark the formal handover of control and management of the Corporate Debtor to the Resolution Applicant. On the Transfer Date, the following steps shall be undertaken: cessation of existing equity shares and acquisition LAW of 100% of the Corporate Debtor's shares by the Resolution Page 20 of 42

ii. KOCHI BENCH IA IN In re Mis. Furnace Fabrica (India) Limited Applicant; cessation of the existing Board of Directors and induction of the new Board; payment of Corporate Insolvency Resolution Process costs at actuals; payment to Operational Creditors and Secured Financial Creditors; treatment of Unsecured Financial Creditors in accordance with Clause 5(C) of the Resolution Plan; and satisfaction and release of charge on the Corporate Debtor's assets by Financial Creditors, along with issuance of No Dues Certificates and other necessary documents, in accordance with Clause 5(D) of the Resolution Plan. All the above steps are expected to be completed as per the indicative timelines specified in this Resolution Plan to ensure smooth and effective implementation. Management and Control of the business of the Corporate Debtor:- a) On and from the Approval Date, the Resolution Applicant shall be entitled to exercise complete and exclusive control over the Corporate Debtor,as per applicable laws and in accordance with the proposed shareholding structure. b) On and from the date of submission of the Performance Bank Guarantee till the time the Monitoring Committee is formed and assumes supervision, the operations of the Corporate Debtor shall be continued by the Resolution Professional in accordance with the provisions of the Code. c) From the Approval Date till the Transfer Date, the Monitoring Committee shall oversee the affairs of the Corporate Debtor and ensure compliance with the provisions of the Resolution Plan. It Page 21 of 42

iii. KOCHI BENCH IA IN shall not take or omit to take any actions that may adversely affect the successful implementation of the Resolution Plan. d) On the Transfer Date, the Monitoring Committee shall stand dissolved automatically, and the control and managementof the Corporate Debtor shall vest solely with the reconstituted Board of Directors appointed by the Resolution Applicant. e) The Monitoring Committee, Resolution Professional, and all relevant stakeholders shall, on a best-effort basis, provide the necessary documents, records, and information to enable the Resolution Applicant to take full control over the assets and operations of the Corporate Debtor. f) As of the Transfer Date, unless otherwise resolved by the newly constituted Board, all prior powers of attorney or corporate authorizations issued by the Corporate Debtor shall stand revoked. The reconstituted Board shall have full authority to issue fresh authorizations and mandates for the continued operations and managementof the Corporate Debtor. Constitution and Role of Monitoring Committee:

a) The Monitoring Committee shall be constituted within seven Business Days from the date of receipt of the order approving the Resolution Plan by this Adjudicating Authority. b) The Monitoring Committee shall comprise the following members: (i) Two nominees/representatives of the Assenting Secured Financial Creditors; (ii) Two nominees/representatives of the Resolution Page 22 of 42

KOCHI BENCH IA IN Applicant; and (iii) The Resolution Professional or an Independent Professional. c) All decisions of the Monitoring Committee shall be taken by way of a simple majority. No liability shall arise on the part of the Secured Financial Creditors, Resolution Applicant, or the Resolution Professional or their representatives in respect of their participation in the Monitoring Committee. d) All expenses incurred from the NCLT Approval Date until the Transfer Date for running and managing the operations of the Corporate Debtor, up to a limit of INR (Indian Rupees Twenty Lakhs only), shall be paid by the SRA. Any amount exceeding INR shall be paid from the Resolution Plan Amount offered to the Secured Financial Creditors under the Resolution Plan. The Earnest Money Deposit of Rs. (Rupees Fifty Lakhs Only) submitted along with the Resolution Plan, together with the Earnest Money Deposit of Rs. 25,00,000/- (Rupees Twenty-Five Lakhs Only) submitted at the time of the Expression of Interest, shall be adjusted against the Performance Bank Guarantee upon the Resolution Applicant being declared as the Successful Resolution Applicant. The Committee of Creditors, having approved the Resolution Plan with 100% voting share, has authorised the Resolution Professional to approach this Adjudicating Authority under Regulation 39(4) of the CIRP Regulations for approval of the Resolution Plan. And stated that this Resolution Plan satisfies Page 23 of 42

KOCHI BENCH IA IN the commercial wisdom of the Committee of Creditors and complies with all requirements under the Code and does not contravene any provision of law. The Resolution Professional had submitted a Form H under the Corporate Insolvency Resolution Process Regulations as Annexure A17. However, upon examination of the records, it was observed that the earlier version of Form H had been submitted. Consequently, the Resolution Professional was directed to file the revised Form H on 26.08.2025. Further final revised Form H dated 06.10.2025 was submitted after the restructuring of the financial proposal, which is reproduced below: FORM 11 COMPLIANCE Of and o? Persons} R Kumar Of EC'AI the process "f {2 the oi Pek'lie COC Date for A Plan CeC Date of order period on request Of lhe has li'åee Of Novunber.2ü23 2023 Stnchincry Land & Building 3 GAA Securities & Financial Assets S. GAA 6. 1842-2023 A stLuwnary sheet along Report GAA LIT ext-d LLP annexed markf-•d as Annexure B 2802-2023 The gm•.éided extension OC90 chys 60; days Vide its dated and extension ef 9!) svas by the vide OW02„2d2S 28-92=2025. of 30 gragt.•d dated i 104-2025. \Ol.02.OO.€'OO 6 Page 24 of 42

KOCHI BENCH IA IN Resolution of the Code. Of India Processfor Reguianøas, 2010 Regulaåons) does any of provisions thc law the betng force. the section i): its 29A Of res•luqion piah. contents thc in order. approved by the COC C Qde CORP The beet* approved 100% Share Of and by CIR? Of the COC by was kept ÉOt 24 the 26. 3, The detaiis applicant are 3. 4. 5. 3. 5. Namco' Suceessfui Resole3un SRA 0's240A Due oi the RP SRA attåeh cepy detuhs Of rCSOEüiiort ian ait is hen, nd marked Annexure C. Particulars is if OfObtaining registra%on o? Cpj s. 2 Principal Odwr htteresr and Toto! (In value Of (pis Of Vohng of CoC in o: Resoleugn (copy resolution . •Ille CD MSME September 2017- CD ja the and for stee, Coppers tankage a with Latgi foc building acid plants Four OtiÆand Ninety One) ,iS3. Pnrtieulars SRA Rs.) its vaiidity 2. 3, Description SRA r:ild Deposit of Rs. at of atyi an Mo it of !hexinwbf plan. of {hese C0iporaI•2 D. flake by Way Or "urines and? Ordepaszts, or a tnay be decdded by Resoll.l *'hearlt at its discretion.. (SeePage 2 1.0 Nevwotth the Applicani i. E, itisutu{iøn is 0? COD Of appt'Oval (in, brief shareholding proposed to be transferred ia favour Of SERA) Ofthe Corporate shareholders. page 269 /,4) shall to Applicant Of en Of capital structure Para p The Of Shall Ceased powers shau the Monito±ing Committee in Plan.. The responsible the Of the 'lhe the with Page 225 oftåe Anet Hy the NCLT, D:de. the Of the The Plan take Or Of' Piatt, 227 The On dissolved, powers Khaii cease reconstitute lhe of the Debtor as and e Page 25 of 42

KOCHI BENCH IA IN Date vest the Bazrd {Sce Page 22. has been NCLT Approval date the he GO days from NCI- 0B Ehe man, [hte SRA. be NCi„7 • Two e! lhe Reso I utioa Applicant, and • 7 ( 225 Of p • the Make Plaa Amount Transfeg• Date Of Date, 01' Hy the the committee disse19cd, ahd control A be Elle NCLT Date Of reptesenlatives Secered Credhot•s, ihe thc and Of thc (Sce Rige 22701lie remain •the he the I.e. 60 dice ksÜNCLTotdcr the Plan of Fut•ugc• COC and Of voting *bat? them 3 4 Of' Ta:a Exim inkha A-us Bunk Vela} amoti,eü Voiiitg Share 20 6.14 5.6b Voting (Voted lop i Dissented t Abstained) Voted tar 2. 4 s. ere.'. Prim•ipa! crcemugc ortealisabiz Other admitted ciaa:ns 7.88% Stakeholder type Secured Creditors Claimed Amount Admitted Realisable amount under Ibe plan to 'vote Dissenting Creditors to vow under sebeseclion (2) of section 2! lh€serltkng Operatie tereditors Payment schedule Amount realizable in plan to claimed ( % 33.25% the Neu T date Of NC'Lr Page 26 of 42

KOCHI BENCH IA IN Workmen Other Opcrataon.d credflors other and 0.00 33. I -'.29.90.5 000 0.00 2,94.S2.867 81.50/)0.000 9.00% 0.24% date of of Dalc I.e. dass tiotn date of by thc NCI.T On before Date i.e. days date Of plan by NCL i.e. 60 davs from date of On days from date of approval plan by the NCI-T Resolution Apphcarzt iSRA) tesersed umoant towards the CERP However. till the date of appeovai ei the 'Re€olulioo Plan. the Corporate Ikbto: bad suliicieat fiauds the CIRP cost. Acconiingly. earmarked SRA towards CIRP cost shall be distributed to secured S. for obtaeung approvals as -ature Of Approval adroriLies (See Para Page' 220 *tite or applicable law Authority 9. Steps to be by approval plan by AA Pggg2280/1-0; 2 (Sce ni\asion of funds Lhe SRA to bc utilw.ed as propos.•d under Pi reaiamdet to be capiLal Of CD (See Para v" page to be mack to tix cteditors the CD 1>1. p 01 CD '.ss.uao•cv ot' 'hares (See Para page 209 esseåor, • and IEduc\ELon 227 P of Of Of 00 Other fey: of 'hen to be obtained W as specified 31 ' i!iun esoiülioa NCLT the Transfi.•r Date or befcn• Iu. Tax t 96 if any; As latest available Audited F' nanetals 20202021. a of Ps- 39.93 Parr; Latest available Audited Fmanc:als Of FY 2020-2021 ef Corporate and as Annexure G. i I. fee to the 3 J A 2322±0 and Re.M.4G%on Plun Rs. One set RtNluuott Plan C: IRP page 212 j Fraudulent and Exton;09e1e uud how the jf any TypeOf Comb:mgion Ila asaetions Date Of naie of Order or the Filing AdjudicatingAuthority Adj g Brief of the Order pegdigg Kochi 43 credit Au thority 31-10-2024 3 5. 000 Pending NCI„T K„chi NCI,T it is dealt resolution All tnade be passed the Secured Creditors Pave At sbali be (See Pura 5 Page 13. It' skßpeaded Of any Pt.;FE the dtr•c.tOts so same. NA 14. Details of other pending againyt Debtor: Filing No. Responden me Mamta Mahapaira Page 27 of 42 Amount if Application 1-10-2024 AlipIicant(s) 10k Kumar ssue 'F E App?icatEon filed by RP

KOCHI BENCH IA IN ME Abdul .Mr, DtreetOr Dlre<ot• Mr. Prasad. MY, Beda Prasaé, Director Sapna Ptesad. Othct a. has approved {Or 39B under iSee G QTI„O: Rs plus Ltqüid:.iIO? Of Estimated liquid assets WISC IS Of Amount to be contributed Sale Yes, agotngcoitecm: NO per 390. (See page is — NO Reliefs SRA be as -Of the Page 235 I The has 49,1 days o!CIRP of Section 12 of the Declaration Agarwal hereby the of:his and nothzng has beeri Sector Haryana. 122002 31. The Octobev 2023 Resolution Professional has submitted the details of various compliances as envisaged by the Code and the Corporate Insolvency Resolution Process Regulations, which a Resolution Plan is required to adhere to, as follows: Section/ Requirement with respect to the Regulation ection Resolution Plan Whether the Resolution Applicant Page 28 of 42 Clause of the Resolution Plan As per EOI Compliance Yes/No Yes

KOCHI BENCH IA IN meets the criteria approved by the COC, having regard to the complexity and scale of operations of the business of the CD Section 29A Whether the Resolution Applicant Section 30(1) 30(2) is eligible to submit a resolution plan as per the final list of the Resolution Professional or Order, if any, of the Adjudicating Authority? Whether the Resolution Applicant has submitted an affidavit stating that it is eligible? Whether the Resolution Plan- (a)Provides for the payment of insolvency resolution process costs? (b)provides for the payment to the operational creditors? (c)provides for the payment to the financial creditors who did not vote in favour of the resolution plan? (d)provides for the management of the affairs of the corporate debtor? (e)provides for the implementation and supervision of the resolution plan? (f) contravenes any of the provisions of the law for the time being in force? Page 29 of 42 Clause 5 at Page 253 of IA, Affidavit dated 15.05.2024 submitted by SRA Clause 3 at Page of IA, 250 Affidavit dated 15.05.2024 submitted by SRA Clause 5 (a) (A) (i) at Page 212 of IA (b) Clause 5(B), at Page 212 of IA. Clause (c) 5(C)(vi) at Page 216 of IA, Clause 5(D)(iv) at Page 220 of IA (d) Clause 7 at Page 225 of IA (e) Clause 7 (F) at Page 227 of IA (f) Clause 4(x) at Page 211 of IA Yes Yes Yes Yes Yes Yes Yes Yes Yes

KOCHI BENCH IA IN Section 30(4) Section 31(1) Regulatio n 3811) Regulation 38(1A) Regulation 380B) Regulation Whether the Resolution Plan (a)is feasible and viable, according to the COC? (b)has been approved by the COC with 66% voting share? Whether the Resolution Plan has effective for its provisions implementation plan, according to the COC? Whether the amount due to the operational creditors under the resolution plan has been given priority in payment over financial creditors? Whether the resolution plan include a statement as to how it has dealt all with the of interests stakeholders? Whether the Resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code. If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation? Whether the Resolution Plan Page 30 of 42 Yes Yes, approved by 100% voting in the 22nd COC Meeting. Clause 7 on Page 225 of IA Clause 5(B)(v) at Page 212 of IA Clause 5 at Page 212 of IA Clause 4(xi) at Page 211 of IA Yes Yes Yes Yes Yes No

KOCHI BENCH IA IN In re Mis. Furnace Fabrica (India) Limited 38(2) provides: (a) the term of the plan and its implementation schedule? (b) for the management and control of the business of the corporate debtor during its term? (c) adequate means for supervising its implementation Regulation Whether the resolution plan demonstrates that — 38(3) (a) it addresses the cause of default? (b) it is feasible and viable? (c) it has provisions for its effective implementation? (d) it has provisions for approvals required and the timeline for the same? (e) the resolution applicant has the the capability to implement resolution plan? filed the RP has Regulation Whether Clause 8(2) at Page 228 of IA Clause 7(F) at Page 227 of IA Clause 7(F) at Page 227 of IA (a) Clause 2 (G), (H) (b) Clause 7(D) (c) Clause 7 (d) Clause 8 , Clause 9(viii), 9(i) , Clause Clause 11(6) (e) Clause 3 and Clause 6 /2025filed before this Adjudicating Authority on 31.10.2024, which Yes Yes Yes Yes Yes Yes Yes Yes Yes 3912) 69 • respect of applications in transactions observed, found, or determined by him Page 31 of 42 is presently pending adjudication.

KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited Regulation Provide details of performance security received, as referred to in 39 (4) sub-regulation (4A) of regulation 36B Performance Bank Guarantee (BG No. 240GT02250430 008) for Rs. 7.5 crores dated 12.02.2025 Yes 32. 33. 34. 35. The Resolution Applicant produced as Annexure A18 confirmed eligibility under Section 29A of the Code in their Declaration and Undertaking dated 15.05.2024 and meets the Prospective Resolution Applicant's criteria. Valuation of the Corporate Debtor as provided in Form H is as follows: Fair Value Liquidation Value Rs. The Resolution Professional confirmed that the Resolution Plan contemplates revival of the business operations of the Corporate Debtor and is expected to generate renewed employment opportunities for the general public. It was submitted that no prejudice would be caused to any party if the Resolution Plan is approved, whereas grave prejudice would be caused to all stakeholders of the Corporate Debtor if the present application is not allowed. The present application is filed bona fide and in the interest of justice. ANALYSIS AND FINDINGS The Resolution Professional has submitted that the Resolution Plan is in compliance with the provisions of the Code, and the Insolvency Resolution Fü».Rrocess for Corporate Persons Regulations, 2016. The relevant compliance Page 32 of 42

KOCHI BENCH IA IN details were initially submitted in Form H; subsequently, a revised Form H, in the new format prescribed under the IBBI Notification No. F. No. IBBI/2025-26/GN/REG124 dated 03.04.2025, was filed on 26.08.2025. It is observed that the Corporate Insolvency Resolution Process of the Corporate Debtor had expired on 11.03.2025, and the Resolution Plan had been filed before this Adjudicating Authority prior to the expiry of the CIRP period. It is further noted that no objections have been raised against the Resolution Plan, which had been unanimously approved by the Committee of Creditors with 100% voting share in its favour. Subsequently, in the 30th meeting of the Committee of Creditors, detailed deliberations were held over three sessions conducted on 10th September 2025, 12th September 2025, and 15th September 2025. During these meetings, the COC reconsidered and restructured the financial proposal under the Resolution Plan, resulting in the Second Addendum to the Resolution Plan, which was approved with a voting majority of 89.19%. We observe that since the Corporate Insolvency Resolution Process period had already expired, no fresh decision could ordinarily be taken by the Committee of Creditors. However, in the present case, the Committee of Creditors has merely reconsidered and modified the financial allocation within the already approved Resolution Plan, which had been validly approved during the subsistence of the Corporate Insolvency Resolution Process period. Accordingly, this Adjudicating Authority finds the approval of the Second Addendum to be valid and, in exercise of powers under Rule 11 of the National Company Law Tribunal Rules, 2016, hereby ratifies the said modification to cure the procedural irregularity arising due to the expiry of Page 33 of 42

KOCHI BENCH IA IN the Corporate Insolvency Resolution Process period. It is further noted that the Resolution Professional has filed the revised Form H in the new format, dated 06.10.2025, after incorporating the details of the Second Addendum to the Resolution Plan, and the same is hereby taken on record. The Hon'ble Supreme Court in the matter of K. Sashidhar v. Indian Overseas Bank & Ors., (2019) ibclaw.in 08 SC, decided on 05.02.2019, wherein it is held as under; 19.......In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the COC. The COC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 3012). 55. Whereas, the discretion ofthe adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan ,as approved( by the requisite per cent 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), when the resolution plan does not conform to the stated requirements. Reverting to Section 30(2), the enquiry to be done is in respectofwhether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repaymentof other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the lawfor the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referredto is established under Section 188 ofthe I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code. None of the specified functionsof the Board, directly or indirectly, pertain to regulating the manner in Page 34 of 42

KOCHI BENCH IA IN which thefinancialcreditors ought to or oughtnot to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage ofvariety offactors. To wit, thefeasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion ofthe dissentingfinancial creditors, it would not befreefrom being speculative. These aspects are completely within the domain ofthe financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code. 58. Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters ,other than( enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limitedjurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers. 40. The Hon'ble Supreme Court in Committee of Creditors ofEssar Steel India Limited v. Satish Kumar Gupta & Ors., (2019) ibclaw. in 07 SC, held the following:- 42. Thus, it is clear that the limitedjudicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) ofthe Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar Page 35 of 42

KOCHI BENCH IA IN (supra). 73. There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class ofcreditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximizing the value of the assets of the corporate debtor and the fact that it has adequately balanced the interests ofall stakeholders including operational creditors. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee ofCreditors has met the requirements referredto in Section 30(2) would include judicial review that is mentioned in Section as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value ofits assets; and that the interests ofall stakeholders including operational creditors has been taken care of. Ifthe Adjudicating Authority finds, on a given set offacts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee ofCreditors to re-submit such plan after satisfying the aforesaidparameters. The reasons given by the Committee of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority onlyfrom this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these keyfeatures, it must then pass the resolution plan, other things being equal. The Hon'ble Supreme Court in India Resurgence Arc Private Limited v.Amit Metaliks Limited and Ors, (2021) ibclaw.in 87 SC, held that 10. As regards the process ofconsideration and approval of resolution plan, it is now beyond a shadow of doubt that the matter is essentially that of the commercial wisdom ofCommittee of Creditors and the scope ofjudicial review remains limited within the four-corners of Section 30(2) of the Code for the Adjudicating Authority; and Section 30(2) read with Section 61(3) for the Page 36 of 42

KOCHI BENCH IA IN Appellate Authority. 11. It needs hardly any elaboration that financial proposal in the resolution plan forms the core of the business decision ofCommittee ofCreditors. Once it isfound that all the mandatory requirements have been duly complied with and taken care of the process ofjudicial review cannot be stretched to carry out quantitative analysis qua a particular creditor or any stakeholder, who may carry his own dissatisfaction. In other words, in the scheme of IBC, every dissatisfaction does not partake the character ofa legal grievance and cannot be taken up as a ground of appeal. 12. The provisions of amended sub-section (4) of Section 30 of the Code, on which excessive reliance is placed on behalfof the appellant, in our view, do not make out any case for interferencewith the resolution plan at the instance of the appellant. The purport and effectof the amendment to sub-section (4) of Section 30 of the Code, by way of subclause (b) ofSection 6 of the Amending Act of 2019, was also explained by this Court in Essar Steel(supra), as duly taken note of by the Appellate Authority (vide the extraction hereinbefore). The NCLAT was, therefore, right in observing that such amendment to sub-section (4) of Section 30 only amplified the considerations for the Committee of Creditors while exercising its commercial wisdom so as to take an informed decision in regard to the viability andfeasibility ofresolution plan, withfairness of distribution amongst similarly situated creditors; and the business decision taken in exercise of the commercial wisdom of COC does not callfor interference unless creditors belonging to a class being similarly situated are deniedfair and equitable treatment. In Vallal RCK vs M/s Siva Industries and Holdings Limited and Others, (Civil Appeal Nos. 1811- 1812 of 2022, (2022) ibclaw.in 63 SC), the Hon'ble Supreme Court held the following 21. This Court has consistently held that the commercial wisdom of the COC has been given paramount status without any judicial intervention for ensuring completion of the stated processes within the timelines prescribed by the IBC. It has been held that there is an intrinsic assumption, thatfinancial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed resolution plan. They act on the basis ofthorough examination of the proposed resolution plan and assessment made by their team ofexperts On going through the Resolution Plan, we are satisfied and note that the Resolution Plan submitted by Mr. Suresh Wavia, is in accordance with Page 37 of 42

KOCHI BENCH IA IN Sections 30 and 31 of the Code and also complies with Regulations 38 and 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. This Adjudicating Authority, having considered the Resolution Plan submitted by Mr. Suresh Wavia, the Successful Resolution Applicant, and taking note of the deliberations and approvals of the Committee of Creditors, is satisfied that the Resolution Plan complies with the provisions of the Code and the relevant Regulations framed thereunder. The Resolution Plan provides for the revival of the Corporate Debtor, settlement of dues of all creditors and stakeholders, and ensures maximisation of value in a fair and equitable manner. We also noted that the financial proposal under the Resolution Plan has been restructured and approved through the Second Addendum, reflecting the commercial wisdom of the Committee of Creditors. It is further observed that the Resolution Plan has been thoroughly examined for feasibility and viability, and the proposed mechanisms for implementation, monitoring, and managementof the Corporate Debtor post- transfer are robust and comprehensive. The Resolution Plan provides for the settlement of all categories of creditors, including operational, financial, employees and government dues, thereby ensuring legal and financial certainty for all stakeholders. This Bench has noted that the Liquidation Value of the Corporate Debtor, as computed by the appointed valuer, is Rs. 73,21,00,000/- and the Fair Value is Rs. 101,02,00,000/-, whereas the total Resolution Plan Amount proposed by the Successful Resolution Applicant is Rs. 82,50,00,000/-. Thus, the Plan Value is above the Liquidation Value but falls short of the Fair Value of the Page 38 of 42 P'

KOCHI BENCH IA IN Corporate Debtor. However, it is pertinent to note that, at the final stage of the Corporate Insolvency Resolution Process, only two plans had reached the concluding stage. After detailed deliberations, thorough analysis, and consideration of all future amendments and revisions incorporated in the plans, the Committee of Creditors, exercising its commercial wisdom, unanimously approved the Resolution Plan submitted by the Successful Resolution Applicant with 100% voting share. In view of the above, and considering the extensive efforts, negotiations, and due diligence undertaken by the Resolution Professional and the Committee of Creditors, this Bench is of the view that it is fair, reasonable, and judicious to respect the commercial wisdom of the Committee of Creditors in approving the Resolution Plan despite the Plan Value being lower than the Fair Value of the Corporate Debtor. The Successful Resolution Applicant has prayed for certain reliefs and concessions as enumerated under the Resolution Plan approved by the Committee of Creditors. All reliefs or concessions sought under the Resolution Plan shall, however, be considered strictly in accordance with law, as and when legally applicable. The approval of the Resolution Plan shall not be construed as a waiver of any statutory obligations of the Corporate Debtor. Any such waiver or concession shall be subject to the approval of the competent authority in the light of the Judgment of the Supreme Court in Ghanshyam Mishra and Sons Private Limited v. Edelweiss Asset Reconstruction Company Limited ((2021) 13 S.C.R 737), which held as follows: "on the date ofapproval ofthe Resolution Plan by the Adjudicating Authority, all such claims, which are nota part ofresolution plan, shall stand extinguished and Page 39 of 42

KOCHI BENCH IA IN no person will be entitled to initiate or continue any proceedings in, respect to a claim, which is not part of the resolution plan." "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 ofapproval ofresolution plan by the adjudicating authority, all such claims, which are not a part ofthe resolution plan shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part ofthe resolution plan; (ii) 2019 Amendment to Section 31 of the I&B Code is clarificatory and declaratory in nature and therefore will be effectivefrom the date on which the Code has come into effect; (iii) 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 31 could be continued." Any relief sought in the Resolution Plan, where any contract, agreement, understanding, proceeding, action, notice, etc., not specifically identified, or is for a future contingency at this point in time, is rejected. Accordingly, this Adjudicating Authority is satisfied that the Resolution Plan is fair, reasonable, and in the best interest of the Corporate Debtor, its creditors, and other stakeholders. We, therefore, approve the Resolution Plan submitted by Mr. Suresh Wavia as the Successful Resolution Applicant, along with all addenda and modifications incorporated therein, and direct its implementation in accordance with the terms and conditions set out in the Plan. The Resolution Plan is binding on the Corporate Debtor, its employees, members, and all its creditors, including but not limited to secured, unsecured, financial, and operational creditors, guarantors, government and atutory and local authorities and other stakeholders involved so that Page 40 of 42

KOCHI BENCH IA IN revival of the Corporate Debtor can come into force with immediate effect. The Moratorium imposed under section 14 shall cease to have effect from the date of this order. In case of non-compliance with this order or withdrawal of the Resolution Plan, the Committee of Creditors shall forfeit the Performance Guarantee amount already paid by the Successful Resolution Applicant. The Resolution Professional shall stand discharged from his duties upon the constitution of the Monitoring Committee. However, he shall perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. The Resolution Applicant shall have access to all the Corporate Debtor's records, documents, assets, and premises with effect from the date of this order, to finalise the further line of action required for starting the business operations of the Corporate Debtor. The Resolution Professional is further directed to hand over all records, documents, and properties of the Corporate Debtor to the Resolution Applicant to enable the Resolution Applicant to finalise the further line of action required for starting the operations. The Monitoring Committee shall file progress report regarding the implementation of the Plan before this Adjudicating Authority upon completion. Liberty is hereby granted for moving any applications if required in connection with the implementation of this Resolution Plan. Page 41 of 42

KOCHI BENCH IA IN Accordingly, IN stands allowed and disposed of accordingly. The Registry is hereby directed to send e-mail copies of the order forthwith to all the parties: Committee of Creditors, Resolution Professional, and Successful Resolution Applicant, and their Learned Counsels for information and for taking necessary steps. The Applicant is directed to send a copy of this order to the Insolvency and Bankruptcy Board of India and Registrar of Companies, Kerala, and Lakshadweep, for their record. Certified Copy of this order may be issued, if applied for, upon compliance with all requisite formalities. File be consigned to records. MADHU SINHA (MEMBER TECHNICAL) VINAY GOEL (MEMBER JUDICIAL) Signed on this the 29th day of October,2025 Ce ed #eTrze Copy- Dep Registrar National Company Law Tribunal Kochi Sench Page 42 0f42