Honasa Consumer Limited — M&A Activity 2025

May 9, 2025

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May 09, 2025

To, Listing Department NATIONAL STOCK EXCHANGE OF INDIA LIMITED Exchange Plaza, C/1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Scrip Symbol : HONASA

To, Listing Department BSE LIMITED P. J. Towers, Dalal Street, Mumbai – 400 001

Scrip Code : 544014

Dear Sir / Madam,

Sub: Intmaton of receipt of order dated 08[th] May 2025 of the Hon’ble Natonal Company Law Tribunal, Chandigarh Bench (“NCLT Chandigarh”) in Company Petton No. 45/CHD/HRY/2024 connected with Company Applicaton No. 21/CHD/HRY/2024 fled in relaton to the Scheme of Amalgamaton (“Scheme”) between Fusion Cosmeceutcs Private Limited (“Transferor Company-1”) and Just4Kids Services Private Limited (“Transferor Company-2”) with Honasa Consumer Limited (“Transferee Company”) and their respectve shareholders and creditors under the provisions of Sectons 230-232 of the Companies Act, 2013 and other applicable provisions thereof.

In relation to the above-cited subject, we would like to inform you that the Hon’ble NCLT Chandigarh vide order dated 08[th] May 2025 in relation to the Scheme of Amalgamation under Company Petition No. 45/CHD/HRY/2024 connected with Company Application No. 21/CHD/HRY/2024 has pronounced the order and hence allowed the above second motion petition filed by Transferor Company-2.

The copy of the said order dated 08[th] May 2025 passed by the Hon’ble NCLT Chandigarh is enclosed herewith.

The Scheme is now subject to the approval of the Hon’ble National Company Law Tribunal, New Delhi (“NCLT Delhi”) where the registered office of both the Transferor Company-1 and Transferee Company is situated. In this regard, we would like to inform you that both the Transferor Company-1 and Transferee Company have filed a company petition before the Hon’ble NCLT Delhi for sanctioning the Scheme of Amalgamation between the Transferor Company-1 and Transferor Company-2 with Transferee Company. The abovementioned second motion petition is pending adjudication before the Hon’ble NCLT Delhi.

Honasa Consumer Limited Registered Office : Unit No - 404, 4th Floor, City Centre, Plot No 05, Sector-12, Dwarka New Delhi 110075 Corporate Office : 10[th] & 11[th] Floor, Capital Cyberscape, Ullahwas, Sector-59, Gurugram, Haryana - 122102 Email: info@mamaearth.in; Phone: 011 - 44123544 | Website: www.honasa.in | CIN: L74999DL2016PLC306016 |

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The Scheme would become effective once the certified copy of the order of both the Hon’ble NCLTs is filed with the jurisdictional Registrar of Companies.

We request you to take the above information on record.

Thanking you,

Yours Sincerely,

For Honasa Consumer Limited

Digitally signed DHANRA by DHANRAJ DAGAR J DAGAR Date: 2025.05.09 15:42:54 +05'30'

Dhanraj Dagar

Company Secretary & Compliance Officer

Honasa Consumer Limited Registered Office : Unit No - 404, 4th Floor, City Centre, Plot No 05, Sector-12, Dwarka New Delhi 110075 Corporate Office : 10[th] & 11[th] Floor, Capital Cyberscape, Ullahwas, Sector-59, Gurugram, Haryana - 122102 Email: info@mamaearth.in; Phone: 011 - 44123544 | Website: www.honasa.in | CIN: L74999DL2016PLC306016 |

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NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH CORPORATE BHAWAN,PLOT NO.4-B GROUND FLOOR, SECTOR- 27-B, MAD HY A MARG CHANDIGARH-160019

Ref: NCL T/Chd/Reg/ Jo.9_

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CP (CAA) No. 45/Chd/Hry/2024 (2[nd ] Motion) U/s 230-232, CA 20 I 3 . .. Transferor Company

In the matter of:

Just4kids Services Pvt. Ltd.

And

Honasa Consumer Ltd.

... Transferee Company

To,

Just4kids Services Pvt. Ltd.

I 0[th ] and 11[th ] Floor, Capital Cyberscape, Ullahwas, Sector 59, Gurgaon, Haryana-122102.

Please find enclosed herewith a certified copy of order dated 08.05.2025 for your information and necessary action. (P.K. Tiwari) Designated Registrar wi/2' Encl: Copy of order. NCL T, Chandigarh Bench '1�

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NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH COURT-I

COMPANY PETITION NO. (CAA) 45/CHD/HRY /2024 IN COMPANY APPLICATION NO. (CAA) 21/CHD/HRY/2024

IN THE MATTER OF COMPOSITE SCHEME OF AMALGAMATION:

M/S JUST4KIDS SERVICES PRIVATE LIMITED

10th and 1 Ith Floor, Capital Cyberscape, Ullahwas, Sector 59, Gurgaon, Haryana - 122102 PAN: AACCJ4055B. Through its authorized representative, Mr. Dhanraj Dagar, CIN: U80302HR201OPTC107239

... Petitioner Transferor Company

AND

M/S FUSION COSMECEUTICS PRIVATE LIMITED

Unit 404, 4th Floor, City Centre, Plot No 05, Sector 12, Dwarka, New Delhi - 110075 PAN: AAACF8299H. Through its authorized representative, Mr. Dhanraj Dagar, CIN:U24230DL2003PTC423473

... Non-Petitioner Transferor Company No. 1

AND

M/S HONASA CONSUMER LIMITED

Unit 404, 4th Floor, City Centre, Plot No 05, Sector 12, Dwarka, New Delhi - 110075 PAN: AADCH9716L Through its authorized representative, Mr. Dhanraj Dagar, CIN:L74999DL2016PLC306016

... Non-Petitioner Transferee Comp�y

Order Delivered on: 08.05.2025

Section: 230-232 of the Companies Act. 2013.

CORAM:

SH. HARNAM SINGH THAKUR, HON'BLE MEMBER (J)

SH. SHISHIR AGARWAL, HON'BLE MEMBER (T)

CP (CM) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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PRESENT

For the Petitioner Companies:

For the RD For the OL For the Income Tax Dept.

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• Mr. Deepak Suri, Mr.KV Singhal, Mr. Sanjeev Jain, Advocates

• Mr. K:dshan Paul Dutt, Advocate

• Mr. Edward Augustine George, Advocate Mr. Yogesh Putney, Senior Standing

• Counsel

ORDER

PER: SH. HRNAM SINGH THAKUR, M(J) & SH. SHISHIR AG ~~�~~ WAL, M(T)

The captioned petition for second motion is preferred by the Petitioner Transferor Company under Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangements, and Amalgamations) Rules, 2016 for approval of the Composite Scheme of Amalgamation (hereinafter referred to as 'Scheme'), as contemplated between the Companies and its Shareholders. A copy of the Scheme has been placed on record as Annexure P-1 in the Petition.

1. Just4kids Private Limited (hereinafter, referred to as "the Petitioner Transferor Company"), having CIN U80302HR20IOPTCI07239 issued from the Registrar of Companies "RoC" of Delhi and Haryana, is a company incorporated on 3rd June 2010, under the Companies Act, 1956. The Petitioner Transferor Company's registered office is at 10th and 11th floor, Capital Cyberscape, Ullahwas, Sector 59, Gurgaon, Haryan� - 122102�.T�e · , ,, ., Petitioner Transferor Company is presently engaged in' operation and maintenance of a multilingual content platform.

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CP (CAA) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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1. Fusion Cosemeceutics Private Limited (hereinafter, referred to as "the

Non-Petitioner Transferor Company No. 1 "), having CIN U24230DL2003PTC4234 73 issued from the Registrar of Companies "RoC" of Delhi and Haryana, is a company incorporated on 30[th ] June 2003, under the Companies Act, 1956. The Non-Petitioner Transferor Company No. 1 's registered office is at Unit 404, 4th Floor, City Centre, Plot No 05, Sector 12, Dwarka, New Delhi - 110075. The Non-Petitioner Transferor Company No. 1 is presently engaged in the formulation and trading of skin care products.

1. Honasa Consumer Limited (hereinafter referred to as "the NonPetitioner Transferee Company"), having CIN L74999DL2016PLC306016 issued from the Registrar of Companies "RoC" of Delhi and J:Iaryana, is a company incorporated on[1] 6[t][h ] September 2016 under the provisions of the Companies Act, 2013. The Non-Petitioner Transferee Company has its registered office at Unit 404, 4th Floor, City Centre, Plot No 05, Sector 12, Dwarka, New Delhi - 110075. The Non-Petitioner Transferee Company is in the business of trading of a variety of beauty and personal care products such as baby care, skin care and other related products which are manufactured through third-party contract manufacturers under the brand name of 'Mamaearth', 'The Derma Co.', 'BBlunt', 'Aqualogica', and' Ayuga.

2. The Petitioner Transferor Company and the Non-Petitioner:Ttari.sferor Company No. 1 shall be collectively referred to as t11f""Transferor Companies". The Non-Petitioner Transferor Company No. 1 a.nd the Non­ Petitioner Transferee Company shall be collectively referred to as the "Non­ Petitioner Companies". The Registered office of Petitioner Transferor

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Company is in Gurugram, Haryana, therefore, the jurisdiction lies with this Bench. The Registered offices of Non-Petitioner Companies are in Dwarka, New Delhi, therefore the jurisdiction lies with the National Company Law Tribunal, New Delhi.

1. From the record, it is seen that the Petitioner Transferor Company filed the First Motion Application CA(CAA) No. 21/CHD/HRY /2024 seeking directions for dispensation/ convening of the meetings of the shareholders and creditors of Petitioner Transferor Company and this Tribunal vide Order dated 22 [nd ] August 2024, dispensed with the meeting of Equity Shareholders, Series

A Preference Shareholders and Series Al Preference Shareholders in view of the 100% consents provided by the respective shareholders and since there were no Debenture Holders, Secured Creditors or Unsecured Creditors of the Petitioner Transferor Company, the requirement for conveying the meeting for the same did not arise.

1. Thereafter, the Petitioner Transferor Company filed Company Application 217 /CHD/HRY /2024 for amendment of the Scheme including modification of the "Appointed Date" mentioned in the Scheme from 01st April 2023 to 0 1[st ] May 2023. As part of the above company application, the Petitioner Transferor Company placed on record the consents of the Equity Shareholders, Series A Preference Shareholders and Series Al Pr�fett:nce Shareholders of the Petitioner Transferor Company with respect to the proposed changes in the Scheme as Annexure A, Annexure B and Annexure C of the Company Application 217/CHD/HRY/2024, respectively.

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1. Therefore, in view of the 100% consents provided by the Equity and Preference Shareholders of the Petitioner Transferor Company and there being no Debenture Holders and Creditors of the Petitioner Transferor Company, this Tribunal vide order dated 04th April 2025 allowed the Company Application 217 /CHD/HRY/2024 for amendment of the Scheme including change in "Appointed Date" from O 1st April 2023 to O 1st May 2023.

2. Consequently, the "Appointed Date" as per Clause 1.3 under Part I (Definitions) of the Scheme (page 72 of the Petition) is 01.05.2023.

3. Later, the Second Motion petition was moved by the Petitioner Transferor Company and the Non Petitioner Companies in connection with the Scheme for issuance of notices to the (i) Central Government through the RD (Northern Region), MCA, New Delhi; (ii) ROC, Delhi and Haryana, New Delhi; (iii) Income Tax Department through the concerned Nodal Officer, and (iv) the jurisdictional Official Liquidator (attached to Punjab and Haryana High Court) (v) Drugs Controller General of India, Ministry of Health and Family Welfare (vi) Securities and Exchange Board of India (vii) BSE Limited (viii) National Stock Exchange of India Limited.

4. Directions were issued, vide Order dated 13th December 2024 of this Tribunal, requiring the Petitioner Transferor Company to serve notice upon the concerned statutory authorities and carry out necessary publication concerning the said Scheme in "Business Standard" (English) and "Jansatta" (Hindi) newspapers, both in Delhi NCR Edition. In compliance Jth the above­ stated directions, the Petitioner Transferor Company has duly filed Affidavit of Service on 16th January 2025 vide Diary Number 03144/10, confirming

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that the aforesaid Notices of Hearing of the present Company Petition were published in the "Business Standard" (English) on 6[1h ] January 2025 and "Jansatta" (Hindi) on 2[nd ] January 2025.

1. On issuance of notice, the Income Tax Department filed its report dated 03 March 2025, diary no. 03144 / 12 in relation to the Petitioner Transferor Company, which containing observations as reproduced below:

13 Details of In the .case of Mis, Just4kids • Services Private Limited ( PAN-­ lowin.g pl"OO®dings AACCJ4055B) tApplicant Trans:feror Company) .. , Fo[l] Proceedi endin , pending againsr ; ar ______ "'T"".�--""""""."7A.Y, amalgamating company 14 '""'.of tax Thtre is 110 demand pending in the case of Mis; Ju5$4kids Sffltices Private Limited (PAN- AACCJ40558} (Applitam Tnmlferor. CO!f ~~O~~ . ~~f),~~ dfflland pending t)r t'(!C<IV:!}:' Oet�ils

. . 15 objection to the 'scheme or[any ] representation to would b_e pleased to kindly direct that; NCLT to protect the interest o[f] Revenue. .[r•'·· ] . . . / . • . . . . • . , . • • · • • QC,.[. ] d '· llp,. r .,� � ' . tht: Transforee company after the {tppointe<l date. Company. Transfer ·umrer the Income Tax Act shall be entorced and contmued agarn�t th� C onsiderine the above facts and the mdemmty bond.subn11nt.-d by the assessec. N (i) All the compliances under lncom� Tax Acl 1961 sball be �ade by { ) All· the tax liabilities and the p��ding appeals ,an9 proc�edin»: proceedings under the Income. Tax Att. 1961. Furtlm, company. Jt is requested, the Hon'ble Nauona� Company Law 1 nbunal department/reve11ue reserves its right to �over demand paya�I: ?Y the • nrantc Remarks about The Depa�ment/rcvenue reserves the right to initiate and/or c�ntinue

From the report (ibid), it is observed that there is no demand pending against the Petitioner Transferor Company and further no objection has been raised

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by the Income Tax Department as regards to the Petitioner Transferor Company.

1. The Regional Director (RD) filed its Report dated 2[4][th ] March 2025, diary no 03144 / 13 containing certain observations in relation to the Petitioner Transferor Company. The observations of the RD are reproduced below:

1 i. That as per Para 29 of the report dated 13.02.2025, the observations ofth(l Regtstrar of Companies, NCT of Delhi & Haryana are as follows:

a) On perusal nf the scheme of an1a.lgmnt1tion, it is seen that 'apJioint'ed date' of the schmne is 01.05.2023, As per the Ministry of Corporate Affairs General Circular No 09/201.9 dated. 2L082019, if the 'appointed date' is significantly[�] te-dated beyond a the year from the date of :filing. the jm,-tification for same "1-vould �.e to be specifically brought out in the scheme and it should not be against public I interest. Hence. the company may be asked to clarify the same.

b) As per clause 3. 1 of the scheme of amalgamation, the scht�me.slmllbecome ef ! ective from the effective date. However, as per section 232(6) of the Companies Act� 2013, the scheme shall be effecti'>'C from the appointed date. Hence, 1�e company may be asked 10 comply with tbe Jegal provision.

nr , cif['� ]

In case of Transferor CompW1ies, aµditor has stated in the audit report for the FY ended ' 31.03,2023, that the company has incurred cash losses in the current year of Rs. 1685.09 Lacs and Rs. 1345.14 Lacs and in the previous year of Rs. 996.67 Lacs and of

Rs. 582.38 Lacs tespectively.

d) ended In case of Transferee Company auditor has 5tawd in the audit report (or the FY 31.03.2023, that the company has granted loans and advunceiS to �thi;r body corporates. Hem::e, the company may be asked to ensure the complinnces! of the provisions of sections. 18.5 and l &6 of the Companies Act, 2013.

e) The Transferee Company may kindly be directed to comply with the provisions of ,( Stction 232(3)(i) of the Companies Ac1, 2013 regarding fee payable _of its revised Authorized Share Capital.

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The Petitioner Transferor Company filed their affidavit in reply to the RD report vide Diary No. 03144 / 14 dated[17][th ] March 2025. The response on behalf of the Petitioner Transferor Company are reproduced below:

• e::dractcd u io1l0\Vll.: 29( I) of the RoC Report► the observations of the: Ld. RoC and RD are

•�1 l(a). On perusal of Gh-e �e of :mull�ion, It is seen that 1 1 appointcd dw: of the scheme is 01.05.2023. As pertiw Ministry of Corpo le Affairs. Gen ral C[n'.:ul:ar No 09l20i9 dated 2U)8.2019, if the '3Wofotcd date' is :signHicantly anti:-da� beyond a y,ear from the date of 6Hng. the ju:strneaition for the sl!Utle would have to be spec.ifica.tly broua;ht out in the scheme and it should oot be against public interest. Hence the company may be asked to clarify the

• •· The lID Affidavit rt,?:00 to the Genera] Ci:rcular No 0912019 (F. No. 711212019/CL-l} dated 21.08.2019 (�MCA Cinmlar'") issued by the Mini:stry of Corporate Affairs. (copy attached u

• ii. In 1em1s of Par ratlh 6fc,) of the MCA Cimilar� 1t is stated

th:,u:

"'Where Lhe '-ilppointed date• fa chosl':ll Ill a :I�ifl,c �lenda.r date, it rnt1y pte the dff. . of filing of the ap licttion for �chernc: •Df rncrg.i..-rlamal,gamation in NCLT. HO'WC'Ver� if dle 'ttppoin;ood date' is significantly antc�dated �nd a .year from the date of filiJig,' the jumfieatioo fQT llhe same would have to he specific-.al y brought out in tfte scl)em1?1 and it should not l}e, against pubUc itite:rcn� · ,, , N!o r -�··�_ , __ ........ r.:',. ,

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ii.L It is :mbmlt1ed that in Clau:sc 1.3 1;1of"1hc Scheme. the Appoirued Date bas been mentior.eid tts O 1["' ] Mgy • 2023 ....,hkh is a spc:cific

Company Applic.wuon C..A_ (CA.A) ::Zl/CHDIHRY/2024 ("'t[ot ] Modo• Application.,) on 28[1h ] April 2024, whi;c,h i:s y;,itbin a period of I year £ro:m the Appointed U.ate.

Ap wnted Dale i.,, not a.nt<::-da.-tcd beyond ,. yeou- fi-om llhc date of' fifing o.f 1he I[st ] Motion Applica:tlon. To this eldent. no jU!,,1:ifi�tiou f,;n- d,e, n,me ia requin.,:d to be p.-ovided h)o' • lhc Petitioner T.-......,fettir Company.

• v. ln view qf the above, the Petitioner ·rransf"eror Compan)' has ill :read1• complied with the requirement as per the u,ene;ral eire1.l1ru' no. 09IZOt9 dated :Z.l.015.2019 issued by the Ministry or Corporate Afmir'l!i . .Accon::lingl;y. d1.e abo'lflB o�rYati:on d°""' not have any �r.io implication on the r,1.:ibje,;t lld:vii!mv ,of �Hlill-1�t.ion.

4_:5_ A:s. stated in pm,agn,,ph 1 l(b) of the RD Affidavit rea.d with paraSJ"Bph. 29(2.) of the RoC Repo,rt,. the observations oftbe Ld_ .R.oC and RD ue

cffcc:tive from the appointed date. I tenee. the company may be asked ro comply with the legal pnwis on.["' ]

• i. It bl submitted that in relation to the· query raised. the definition of .. appointed date .. and •effective d.aic" as mcntiono?d in th• Scheme have t,,e,en reiterakd as follo'WS:

etf RT•f: PBFTN(fiQN.Jl\TERPRET<fTI�v ,d,NDSHARE, CAPITAL

1..J. "'Ap l11t�tl Dau['" ] ,,._ du, daur from whidt 1htr f»-t>VU/Qn$ Qf tltl:, $clu:m,: $hall � operational. I.e.# e opening of b,uinc-.:u hours on OJ[fll ] Mq 21,z, or suchothttr dat o.s lftQY be O.U(lfll'ded to a"4 a, p,t"'OWtd by the Boord t>t,,ec1on of iM C<Jmpanl�Jt and appt"CIWtd by tn,e 1),Jln,1.nal:

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1.9. "Effectiv ,111 '°" shall m00111 rm:. lastcfdafes cm whicFHhe cn Ntln.., aet OP.1 in dame 16 of.r.his SchEme a,w ia1i1fied o.r waived in ac danc.rt will, this Scfwm4. Any ref��ffi: In Scheme t,;> the w·orth #rq,on dte Sclaen,e, l,ecoming ,rff�cfiW" ar "1141" of �ng lnt9 eff"' uf du: $cht!n1e;• or ''Sc:lleme "' ooming in1tt effett shall mean Jhe Effe4:'I/V,e .DaJe

3.1 The Schemes.�J out herein i.n: rup,-esentform 11ubmitted ta the Trlbwttds or this Scheme with .5'uch mtJdifit'UJJio,t(9), if at.ty, as may l,e made by tire m�mbus ani:Uor the credt10.rs (}f the Companlrts (lt" sw:h modificaliM(s) as may be imposed by Dn:Y GO'!i'e.mmeni AuihorUy c:mdlar dzrecled to be mcr4� by :h.t Tr'i!nmals while a.am::tioni,ng lhe Sche1,u!' and as GCCE:pled by the re.spectiw.t Boord c,f Pt.rec1ors cf the �mpanle$ s:lwll,be

Citp *�"' GITA\ *

O'J)t'radwt from the Appoiml!'J Date (Ha shal � effecli:ve from Jlm Effective D<,te.

ll. It is submitted that; as detaUed aoove. on OO¢w't'cMe of the Effective Date (Le. !he dare on v.·hich the certified ,c,op,y of the. Q>J'd.er of Hon'ble Tribunal is filed wi1h the Rc:gfatrar of Companies} :and 1vith effiµ;t from the Appoimed Date (i.e. opt May 2023, as mentiooed in the Scheme). the entire business and un.d«taki s of the Peti ioner Transfe:ror Company and n Non-Pc:Cili0,nc:r Tnmsfua.- C-0mpany No. 1 �l,. i term, of f/ inmifmcd and "VMcd ir'l the N011-Pe(Jeiooer Tram,:1f� Company as a golng, concern. thing. stand. traris mred and vested in andlor dean 1i ·1,c •: relevant, subject to the .sllJ'lcti:oning of the Sch eme by the.,-·< Tnlmnal, without any ftlttber act. ins.trument. deed, mattet'of. Rules. and elh-et provi!i M or appUcable Jaw. as may• be Section 230-21:2 and 04htt applicahlc provisions of the Act mid

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M iii Tbetefure. envisaged ln the Scheme. the Petitioner Tr-,uisferor Company clarifies that the implemen.tmion of fue, prmisians of the Scheme woold beoome tQperativc:/ ffi.,wve only from the Appointed Date in fonns of �on 2:32(6) of the Act, find oortom the Effccthoe �te.

iv. A.;:;cordingly, the aboYe observfflio:D does not have any adverse ,:,.[�t ] [JJn!pJication on the SY.'bje« achcmc of Bmalgama.tion.]

29(3} oftl e RoC Report, the observations of the IA. RoC and RD me 4.6. As stated in ·paragraph l J (e) of the RD Affidavit re d with paragraph

�11.(c) IJ\ � of Tnmsferor Compllllies� audii.or has stated in tbB audit report for th.c FY ended 11.03.2023, th� the compatty h� mcwred c:ash looses in the current year of Rs. t 685.09 Lacs 1111.d .a, 1345.14 Lacs and in the prcviQu� year of Rs. 996.67 Lacs and of Rs. 581.31 Lacs r�eetlve]y[» ]

i. It is important to bear in mmd aw the present Schmie is betwNn the wholly owned S1.JM.idiruies and thelt parent rompany, di.tteforc, any negath,·c ha.lance in the profit lllld loss a«ount of fue Pefitiooer Trnmreror Compimy and Non­ Petitioner Tranif eror Coml>ffly No. J has already been focro in the consolidated baJruice $Met of the Non• Pdiuoner Transf�n.� Company. The Ncm-Pctitiomi Transferee Company� being a listed c001p.my, has alw��, pres ted consolida.k:d fimw.itJs to its shareholders for

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ii. In addl1ioo to the above, it is pcni.nent to note :that in the mM:tier

NoAlChd/HP/202 l), this Hon 'ble Tribunal held that:

. � Smtli!. rup and aa pn- the Pr�ble Dfthe Sclre_lffll', the the Trcm:sfero and Transferee Companies belong to the c.ompany is neither � nor impermis ible and lx.,th �•A Scheme of Amalg'1Jfla1it:m in1-vfi·ing t,j losswmaking

Boards ef both the cr>mp,MiG:J h<nie de.cldea t<:i amalganutl(! the (Ompanie,z in t»'der to achti� Jhe objet:live3 as stated in the 9cheme ''

m. It is further submitted tfW whlle the Pctitionll;!r Tnnsf t:ror C-0mpany and the Non-Petitioner Transferor Company No. 1 have iru;Wl'ed los es in the :s,pocHi:ed period. the nee-worth of th.:, NQn-PetitlonerTnmsferec Company stands highly positi,•e after 'CQ1Jskl.mng such losses on the &heme becoming c�tivc and there would be an exces of as ets ova- the Thousand Fifty-four Cr,ore Seventy-five lokh Thlrty fiMn�fal statements of lhc: Non-Peti oner Transferee Company as on 3 l[st ] December 2023. The origmal Net worth oertificmc issued by Lavdesh &. CQ., Charted ACCQuntants, showing pre-,m r and post .-merger of net-worth. of the NonPetitiOOier' Transferee Comp:my ha.i be ti �exed ro .··�. J ,. *[llli ] Motion Applic:aition at.Anm: xum 24. A copy of the Net-y;orth c.ertificate has been marted :ind annexed as Annexurt--2*

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CP (CM) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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iv.. Additional y, the Scheme does oot envisage M)' compc"om1S1e e>t ru:tangement with tbe Cmlitol'$ of the .Peti oner Transferor Cotnpm1y and ·lhe Non-Petitioner Companies. as i11ll the i'(\�o tbc Non-Petitioner T�feree Comptny 1.mdertake tbat the aedirors of Petitioner Transferor Comp.any mm Non­ Peti.tioner Companie, shall be protecied. vi Aetordlngty, the above obsetvMion d� not have any ad1Jeru of implication on the smbject �hem,e amrupmation. in 4.7. As stated paragraph 29(4) of the RoC Repon read with paragraph I l(d) of the RD Affidavit;. die observations of the ld, RoC and RD .. l l(d) In case cfTnufere Compru1y auditor baa ttrued in the audit the report fur the FY ended 31.03.2023, tbat oompany h�i, granted loam Mid 11dvmcti 10 other oody corporates, Hene,e, the company may be asked to cruure the compHances of the pro,•isioos of sections 185 and 186 ofthe Com,ani� Act.2013.1' �ft;;\ �oonts fall due in the wiU4li �. � Credirot> will be p,id in full ,is ol1d whffl lhoir mp«tiv,,

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CP (CM) No 45!Chd!Hryf2024 Just4kids Private Limited vs Honasa Consumer Ltd

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i. At the outsett it 1$ submltt� that oompllance under Section l 85 aM 186 of the A<.ot is mqnimd to be tmdcrmken hy the No.n­

Pe-.tliioncr 1'nmsfcrec Company and not tiy ilie Pcddonc:r

Transferot Company. The Non-Pl!ltitfoner Transferee Company taw Tribw:ud at Delhi ("NCLT Delhi") has filed 11 separate company petition before the Hon'ble NCLT Delhi

iL Further, as bome om f.ro:m the illldm:d tinanciat '1atcmfflts of submitted ·that the P@titimM!"l' Transferor Company ncitbe;r extended loan ki any· party nor obtained loan from the Noo­ Petitkmu Tnmsteree C�pany.

iii. In addition to the 1Jbn-c, it is submitted that the Non-Pcti iorn:r TrMsferee Com�y extended loan to Noo-Petitioner Tnm!ifcror Company No. 1 and another body oorporatc. In this reg.a.rd, the Non•Petitione;r TliiinSferee Company c:Mlirms that the provisions of section 185 and 136 of the A«. as. ap licable. . were du!y ,complied with. Such position was verified ilild mponed by dm Smruto Auditor in pm-agmph (iv) of Annex.tJre 1 to the wdependent Audi�s Report on the 8tan@SooQ Pinancia.1 Statements ofNon-Peti.lioner Transfere Company for the year ended March 31. 2023- The s:laiem"1:tt of the Smrutory Auditor has been reproduced below:

"Loons, l�tmen& guarantee.a and uc:urlty ht rerrpect of which provisimu of sections J8j and ,U/-0 of the Act� ap licable have bc-tfi ¢(>Mpliedwith by the Ccmpony.'"

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CP (CM) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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--� It ls furthe submitted that 1he Noo-Pctitlon« Tom!icfcrar, Company NCt. l bewue wholly c,,,wed sub$idia:ry of the N�• Petitioner Tomif-cn:e C.0mpan}' in the mon'lh of December

Tmnsfmc Company &iHtf'.lP1 March.2023.

• v. Further. it ls wbmitfed that provisions of Section JSS(l) and 186{.2) do not '1:flply in ea:se cf sucb related parf}' imnsactlorm

• wholly owned s.ubsldiarir.s and parent companies. The rcb·m provisions arc extracMd as follow��

Sections l !:5(3)

"No.thirrg ccmJaine.d in sld)..sccti<ms (1) and (2) $h4tt QM, to-

• (¢) 11ny loan made by.a holdmg ,:ompany to, itli whol y.f)wn«/ �idiary c,-ompany or a,zy guarantee giveJt or #CUrity prMuled by a holding CQ1t pany tn N:J'peel of rmy loan matle lo it.t whol y c� su&sidrary compmJJl.

I · .. � \ - i * I / -r :' .✓-"

"(.]) When the "ggregate o/the loons and im-wtment safor made, the amounr for whkh IJUQrQlltr:J: or security sc far p:rovkkd ro or In aft crhu bodfes cm'porate altmg with Ike ilrv&tmem, loan, gat /!e' (J.1' security pr<.rposed IQ t:;e mode <>r gilicn bJ.' !he Ba.ard, ac«d tM limits specifi d under sub­ :ectkm (]), l'l"1 ln.i:t.I'lltlettl .tJr /Q.t"m $/ta/{ be mtUk QI' �f!IH shtl.ll H given or ttt(;fff#y shall bit p.rovided mles �uly au.tnQl'i.Yed by ,;r ,peci:al rw.f>lutimt pa9,ed i11 a general mMing:

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CP (CAA) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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,ubsldf.qzy fiWPt:N.Wy (lf,Q fc,Jm 1•enture comporw, or q,cquiJilion is made h;Y a holdm,� mmM.t;tY', hy way c,f ;tuhsc,.i'Qt/Qtt, l,}Uf'C'hnst'! ,or oJheni.•i3e -of,. 1/ie Sf!C'l1nliea olfts wholly awned ,ub.�'1Nm• C'tlm,;,,2ro• the re«"h·emenr eyf)his ,,,JJ,,..seelfqrr shall

In view of the above, it is wbmiewl that the related party traos.actiom �re betwc:t::n the Non-Petitioner Tnms&rce Compl11'ly imd its wholly owned subsidiaries,. i.e., the Non,. Pclitio.ncr Traruferor Company No. l (entered inte on OT after Deee:mber 2022) and mother body croporn!c, therefore Ole provisfo1a of Section 1 lll.$(2.) and i S�) of the Act wet$ Mt :applicable.

vi. Nondhelcss, for the purr,os£ls 6fthe :relllted party tnmsaetions n: undcrlll.ken betwe

the Noo•Petitioncr Transfne Company Md the Na& Peti oner Tom!fet01; Co,mpany No. I :in September Com.PM)' No. 1 wm nM a woolly owned subsidiuy of the Non-Petitioner T.mn:dcrce Compan'j-1), the Non­ Pclitioner Transfere Company has t1 ed fonn MIT • 14 with the R.-,C pursuant to the Spec.ial Rerolulioo dated JOU' September 2022. Copies of fonn MG'"f-14 along "'-ith payment rece.ipt daied, 28� October 2012;'�. ... 1 with the RoC and SpedaJ R�lution dated_ 2012 {l.e,. vmm the Non-Peti ioner TrM,.fuor (a)

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CP (CAA) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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• (tt) the Non-Petitioner Tnm:sfcm: Company and the Non­ Prlitionct Tf.11.1\Sferor Company No .. l and Hom1sa MOT-14 with the Registrar of Companiirs .purs.uant to me Board Res,olution dated 06[1'.1, ] JanWU')' 2023. Copiea of Form MGT-14 41-fong wida payment rcoe1pt dated J 1• February 20.2:3 us fi1ed ,...;.th the RoC end Boorrl Re:s;oh.rtion i:4ted 06[°' ] January 202.J ha'I been a.nTJexcd Coosl.lm.Cl"Gcncral TradingLLC inJao:i.wy2023 (whm both of ihem were wholly owned subsidiaries of' the NQft-P�ti,oMr T�fere Company), lhe Non• Pctitiof'ICI" 'fnmsfurcc Company has submitted Form and marked as Annt:tnn:-4 (cotly}.

vii. Therefore, it is submitted that the Non"Peiltiooer Transferee Company has romplu:d wiLb the provlsiom ofs«tion 18$ 111nd 186 o(tbe Act. A«:ordingly, dlC= abo-v-c cbscn<ati d<X.s oot have any adverse impUcalioo on the subject sie.fwmc of amal:.gamatkm.

� 11{.::}, TIie Tronsfctcc <:ornp;my may kindly be: directed to oomply with the p.-ovi,i.,ns. <>f"Seeti<>n 23-2 ('.l) (i) ol'th"' Cmnp,.llies A,;t, 2013 regarding f,;,.e payable of its revised Authorl:red :Shu.-e Ciipita1"'

• i. h is submilled that. ai, regttrds to ihe aforesaid observations madi;, in paragraph 29(5) of the Roe Report read with paragmph i l (c) of the RD Affidavit, i.t is subrnil.icd that the Non Peti.tion"'r Transferee Company shall corn.ply. with the ptovi$ion:s of Section Z32(3}(i) of the A,;:( .,nd shai.U pay uw­ appHcal:,lc fbc, if smy "-" pc,r applicable pi,ov'i!l:iOl'll!, ofthe Act, post the combinnlion of the 111whorl2.eil shru:-e capital of the Tr.m:sforor Companies and Non.-J>ctilio:ner Transfere Ccmpa.ny_

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CP (CAA) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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1. Thus, we find that the Petitioner Transferor Company has clarified that: (i) The Appointed Date of the Scheme is not ante-dated beyond a year rather it is within a year.

(ii) As regards to the Scheme being effective from the Appointed Date, the same has been clarified and undertaken by the Petitioner Transferor Company that the Scheme shall be effective from the Appointed Date not from any other subsequent date.

(iii) So far as the cash losses incurred by the Transferor Companies, the Petitioner Transferor Company has clarified that the net-worth of the Non-Petitioner Transferee Company stands highly positive after considering such losses and upon the Scheme becoming effective and the Scheme does not envisage any compromise or arrangement with the Creditors of the Petitioner Transferor Company and the Non-Petitioner Companies, as all the Creditors will be paid in full as and when their respective amounts fall due in the usual course.

(iv) With regards to the loans and advances granted by the Non­ Petitioner Transferee Company, it has been clarified by the Petitioner Transferor Company that the Non-Petitioner Transferee Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 as evidenced by the noting of the Statutory Auditor in paragraph (iv) of Annexure 1 (Vol. 3 of petition) to the Independent•· • Auditors Report on the standalone financial statements of the Nori:­ Petitioner Transferee Company for the year ended March 31, 2023 (attached as A exure P-12 to the petition).

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CP (CAA) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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(v) In relation to the fee(s) payable on its revised Authorized Share Capital, the Petitioner Transferee Company has undertaken that the Non-Petitioner Transferee Company shall pay the applicable fee, if any, as per applicable provisions of the Companies Act, 2013.

Hence, we do not find any material objection raised by the RD in its report.

1. The Official Liquidator also filed its report vide diary no 03)-44/ 11 dated 17[th ] February 2025, to the Scheme stating that it has no objection towards the Scheme proposed between the Petitioner Companies. The Report of the Official Liquidator reads thus:

10.

Liguidator:- Observations of Official

observations/objection. On the basis of the facts in the joint petiti.on, additional information/documents provided by the company' along with the rationale of the Scheme, it is hereby submitted that the office of the Official Liquidator does not have any specific

PRAYER:

on merits by this Hon'b!e Tribunal. Official Liquidator most respectfully prays that the matter may kindly be decided In view of the submissions made in preceding paras of this report, the Office of the

� •.

1. The Petitioner Transferor Company filed an Affidavit vjde diary no • 03144 / 16 dated 17[th ] March 2025 stating that the Petitioner Transferor Company and Non-Petitioner Companies have not received any objections/representations from any party regarding the proposed scheme of amalgamation.

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CP (CAA) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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1. Given the preceding facts and discussion and upon copsidering the approval accorded by the shareholders and creditors of the Petitioner Transferor Company to the Scheme and no sustainable objections having been raised by the Office of the Regional Director (North), Income Tax Department, Official Liquidator, or any other interested party, there does not appear to be any impediment in granting sanction to the Scheme. Accordingly, the sanction is hereby granted to the Scheme of Amalgamation proposed by the Petitioner Transferor Company under Section 230 to 232 of the Companies Act, 2013. The Scheme shall be binding on the Petitioner Transferor Company and its shareholders and creditors. The Petitioner Transferor Company shall remain bound to comply with the statutory requirements in accordance with law.

2. Notwithstanding the above, if there is any deficiency found or violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Authority to the Scheme will not come in the way of action to be taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Transferor Company.

3. While approving the Scheme as above, it is clarified that this Order should not be construed as an order in any way granting exemption fr;� payment of stamp duty, taxes, or other statutory dues, if any, and payment • in accordance with law or in respect to any permission/ compliance with any other requirement, which may be specifically required under any law. Further the approval of the Scheme would in no manner affect the tax treatment of the transactions under the Income Tax Act, 1961 or serve as any exemption

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or defence for the Petitioner Transferor Company against tax treatment in accordance with the provisions of the Income Tax Act, 1961 and the rules and regulations made thereunder.

20. THIS TRIBUNAL FURTHER DIRECTS with respect to Petitioner

Transferor Company, that:

• (i) Upon the sanction of the Scheme becoming effective from the appointed date of Amalgamation i.e., 01.05.2023, the Petitioner Transferor Company shall stand dissolved without undergoing the process of winding up.

• (ii) All benefits, entitlements, incentives, and concessions under incentive schemes and policies that the Petitioner Transferor Company is entitled to including Customs, Excise, Service Tax, VAT, Sales Tax, GST and Entry Tax and Income Tax laws, subsidy receivables from Government, grant from any governmental authorities, direct tax benefit/exemptions/ deductions, shall, to the extent statutorily available and along with associate� obligations, stand transferred to and be available to the Non Petitioner Transferee Company as if the Non Petitioner Transferee Company was originally entitled to all such benefits, entitlements, incentives, and concessions;

• (iii) All contracts of the Petitioner Transferor Company, which are. subsisting or having effect immediately before the Effectiv:e Pate, shall stand transferred to and vested in the Ne>n· Petitiohet< Transferee Company and be in full force and effect in favour of the Non Petitioner Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Petitioner Transferor Company, the Non Petitioner Transferee Company had been a party or beneficiary or obliged thereto;

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CP (CAA) No 45/Chd/Hry/2024 Just4kids Private Limited vs Honasa Consumer Ltd

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• (iv) All the employees of the Petitioner Transferor Company shall be deemed to have become the employees and the staff of the Non Petitioner Transferee Company with effect from the Appointed Date, and shall stand transferred to the Non Petitioner Transferee Company without any interruption of service and on the terms and conditions no less favourable than those on which they are engaged by the Petitioner Transferor Company, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits;

• (v) All liabilities of the Petitioner Transferor Company, sh_all, pursuant to the provisions of section 232(4) and other applicable provisions of the Company Act, 2013, to the extent they are outstanding as of the Effective Date, without any further act, instrument, or deed stand transferred to and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations etc. as the case may be, of the Non Petitioner Transferee Company and shall be exercised by or against the Non Petitioner Transferee Company as if it had incurred such liabilities.

• Company. All proceedings now pending by or against the Petitioner Transferor Company be continued by or against the Non Petitioner Transferee

• (vii) • \ • \

• The Income Tax department is permitted to pursu� recovery in law. respect of any existing and future tax liabilities of both Petitioner from Non Petitioner Transferee Company as per the provisions ,of Transferor Company and the Non Petitioner Transferee Co:mp�ny. __

• Any person interested shall be at liberty to apply to this Tribunal in • the above matter for any directions that may be necessary.

• (viii)

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([i] x) Further, the approval of the Scheme would not come in the way of the statutory authorities like Income Tax Department, etc. to recover their dues, if any, against the Petitioner Transferor Company. The contentions of the parties would be open before the ·relevant fora where disputes are pending.

1. The Petitioner Transferor Company shall within thirty days of the date of the receipt of this Order or on sanction of the Scheme, whichever is later, cause a Certified Copy of this Order to be delivered to the Registrar of Companies for registration and on such Certified Copy being so delivered, the Petitioner Transferor Company shall be dissolved and the Registrar of Companies shall place all documents relating to the Petitioner Transferor Company on the file kept by him about the Non Petitioner Transferee Company and the files relating to both the Petitioner Transferor Company and the Non Petitioner Transferee Company shall be consolidated accordingly.

2. The present Petition CP(CAA) 45/CHD/HRY/2024 is allowed and disposed of accordingly.

Sd/­

(SHISHIR AGARWAL) MEMBER(T) May 08, 2025

Sd/-

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· '
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Jt�NAM SINGH THAKUR)' MEMBER (J)
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Japneet

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