Kedia Construction Co. Ltd.

CIN No. : 145200MH1981P1C025083

Regd. Office : 202, A-Wing, Bldg. No.3, Rahul Mittal lndustrial Estate, Sir M. V Road, Andheri (E), Mumbai - 400 059 Emall : [email protected] . Website : www.kcclindia.in

Daret 13/04/2026

To, BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai - 400001

Security Code: 508993

Re. Disclosure pursuant to Regulation 30 ofSEBI [L0DRJ Regulations, 2015 - Submission of Certified Copy of NCLT Order

Dear Sir[s),

With reference to our earlier intimation regarding the Scheme of Arrangement and Amalgamation between Kirti Investments Limited and Kedia Construction Company Limited, we wish to inform you that the Company has now received the certified copy of the Order passed by the Hon'ble National Company Law Tribunal, Mumbai Bench.

Accordingly, please find enclosed herewith the certified copy of the said Order for your information and records.

Kindly take the same on record.

Thanking you. For Kedia Construction Company Limited

Khowala Digitally signed by Vijay Khowala Date: 2026.04.13 16:51:01 +05'30'

Viiay Kumar Khowala Director DIN:00377686

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV

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In the matter of Sections 230 to 232 read with Section 66 of the Companies Act. 2013

and

In the matter of Scheme of Arrangement and Amalgamation of

Kirti Investments Limited [CIN: L70200MH1974PLC017826] ... Transferor Company/ Petitioner Company-1

with

CORAM:

Kedia Construction Company Limited [CIN: L45200MH1981PLC025083]

...Transferee Company/ Petitioner Company-2

Pronounced: 06.04.2026

SHRI ANIL RAJ CHELLAN HON'BLE MEMBER (TECHNICAL)	SHRIK, R. SAJI KUMAR HON'BLE MEMBER (JUDICIAL)
Appearances	Hybrid
For the Applicants	PCA Harsh Ruparelia, Professional.
For the Regional Director	Mr. Tushar Wagh, Dy. Director, O/o RD (WR), MCA.

ORDER

The sanction of this Tribunal is sought under Sections 230 to 232 read with Section $1₁$ 66 of the Companies Act, 2013, to the Scheme of Arrangement and Amalgamation of Kirti Investments Limited (Transferor Company) with Kedia Construction Company Limited (Transferee Company) and their respective shareholders (Scheme).
Heard the Ld. PCA for the Applicant Companies and the Representatife $2.$ Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. Nei any objector has come before this Tribunal to oppose the Scheme nor has gay controverted any averments made in the Application.

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The Ld. PCA for the Applicant Companies submitted that the proposed Scheme of $3_l$ Arrangement and Amalgamation was approved unanimously by the Board of Directors of the respective Applicant Companies vide board resolutions dated 21.06.2024 and subsequently dated 02.01.2025. A copy of the relevant Resolutions is part of the Application.
The Ld. PCA submitted that the joint Company Petition has been filed in consonance $\overline{4}$ with the order dated 09.06.2025, passed by this Tribunal in the connected Company Scheme Application bearing No. C.A.(CAA)/64/MB/2025.
The Ld. PCA submitted that as the First Applicant Company is listed on the $5.$ Metropolitan Stock Exchange of India Limited (MSEI) and the Second Applicant Company is listed on BSE Limited (BSE), the Applicants had sought approval from their respective Stock Exchanges before filing the Company Application. Both the Applicant Companies have received observation letters from MSEI & BSE Limited dated 04.02.2025, which are part of the Application.
The Ld. PCA submitted that vide order dated 09.06.2025, meetings of Shareholders $6.$ of the First Applicant Company and Second Applicant Company were ordered to be convened. However, since there were no creditors in the Applicant Companies, neither the meetings of Secured nor Unsecured Creditors of either Applicant Company were ordered.
$7.$ In compliance of the above order, the Chairperson appointed for the meeting had conducted the meetings of Shareholders of both Companies on 28.07.2025. The Equity Shareholders of the First Applicant Company have duly approved the Scheme. However, in respect of the meeting of the Second Applicant Company, it was noted that no public shareholders were present or voted, as required under the provisions of the SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20.06.2023. Consequently, the Second Applicant Company sought directions from this Tribunal vide Application No.: CA/237/2025 in CA(CAA)/64/2025 and this Tribunal vide order dated 23.09.2025 directed to reconvene the meetings (FR)

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to the directions, the meeting of the equity shareholders of the Second Applicant Company was reconvened on 18.11.2025, wherein the Scheme was approved by the requisite majority of the shareholders of the Applica Companies. The report to that effect is on record.

The Ld. PCA submitted that the Applicant Companies have complied with all requirements as per the directions of this Tribunal, and they have filed necessary Affidavits of compliance with this Tribunal. Moreover, the Applicant Companies undertake to comply with all statutory requirements, if any, as may be required under the Companies Act. 2013, and the Rules made thereunder.

Business of the Applicants: $9₁$

The Ld. PCA for the Applicant Companies submitted that the First Applicant Company is engaged in the business of providing estate agency and consultancy services, and the Second Applicant Company is engaged in the business of construction, construction contractors, and land development.

1. The Ld. PCA for the Applicant Companies further submitted that the Scheme provides for the following:
(a) Reduction of the face value of the equity share capital of the Transferee Company in the manner as provided in this Scheme; and
(b) Amalgamation of the Transferor Company with the Transferee Company.
1. Rationale:

The Ld. PCA for the Applicants submitted that the rationale for the Scheme of Arrangement and Amalgamation is as under:

The Reduction of capital of the Transferee Company in the manner set out in this Scheme can provide benefits to the shareholders and stakeholders as under.

The Transferee Company will represent its true and fair financial position with $(i)$ an efficient capital structure so that post-amalgamation capital, is in

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line with the size of the business operations:

(ii) The Transferee Company will have more efficient capital structure;
(iii) Reduction in the authorized share capital of the Transferee Company to the minimum extent possible thereby optimizing the split between the paid-up equity share capital and the premium on any further fund raise by the Transferee Company, if any, thereby reducing the cost of future fund raising, if any;
(iv) Reduction in the costs associated for such change in the authorized share capital which would in turn benefit the shareholders, especially the public shareholders at large:
(v) The proposed reduction of equity share capital would not have any impact on the shareholding pattern of the Transferee Company except on account on amalgamation of the Transferor Company with the Transferee Company: and
(vi) It does not involve any financial outlay and therefore, would not affect the ability or liquidity of the Transferee Company to meet its obligations or commitments in the normal course of business. Further, it would also not in any way adversely affect the ordinary operations of the Transferee Company.

As a part of the overall restructuring exercise, it is desired to merge the Transferor Company with the Transferee Company. The amalgamation would have the following benefits:

$(i)$ Enhancement of operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources;
$(ii)$ Unification and streamlining of legal and regulatory compliances currently required to be carried out by both, the Transferor Company and the Transferee Company;
(iii) Elimination of multiple record keeping, thus resulting in reduced expenditure and significant reduction in the multiplicity of regulatory compliances; and

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(iv) Improved organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent and vast experience to compete in increasingly competitive industry.

12. Swap Ratio:

The Ld. PCA for the Applicant Companies submits that -

Upon this Scheme becoming effective, in consideration for amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall without any further application or deed, issue and allot to the shareholders of the Transferor Company, holding fully paid up equity shares in the Transferor Company and whose names appears in the Register of Members of the Transferor Company as on the Record Date or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, in the following proportion:

"38 (Thirty-Eight) fully paid up equity shares having face value of INR 1/-(Rupees One only) of the Transferee Company shall be issued and allotted for every 100 (Hundred) equity shares having face value of INR 5/- (Indian Rupees Five only) each held in the Transferor Company".

The Regional Director (WR), Ministry of Corporate Affairs, Mumbai, has filed the-Report dated 12.02.2026, with certain observations. The observations of the Regional Director and the response submitted by the Applicant Companies are summarised in the table below:

			Para 2 Observations by Regional Director Response of the Petitioner Companies
(a)	ln		compliance of Accounting The Second Petitioner Company shall
			Standard-14 or IND-AS 103, as may pass applicable necessary accounting
	be		applicable, the transferee entries in connection with IND AS-103
			company shall pass such accounting and comply with all other applicable
		entries which are necessary in

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
COURT -IV

MBAI BE

	connection with the scheme to	Accounting Standards such AS-5 or IND
	other applicable with comply	AS-8, etc.
	Accounting Standards including AS-
	5 or IND AS-8 etc.
(b)	As per Definition of the Scheme,	The Appointed Date i.e., 1 ^st April 2024
	1.3 "Appointed Date" means 1st day	has been clearly indicated in the Scheme
	of April 2024, or such other date	in accordance with provisions of section
	as may be fixed or approved by	232(6) of the Companies Act, 2013 and
	the National Company Law	the Scheme shall be effective from the
	Tribunal at Mumbai, or such	Appointed Date. Further, the First Motion
	other date as may be determined	Application was filed by the Petitioner
	by the Board of Directors of the	Companies on 24th February 2025.
	Transferor Companies and	Hence, the Petitioner Companies state
	Transferee with Company	and submit that they are in compliance
	approval of NCLT or such other	with the applicable requirements of the
	date as the NCLT may direct.	Circular no. F. No. 7/12/2019/CL-1 dated
		1.7 "Effective Date" or "upon the 21-08-2019 issued by the Ministry of
	scheme becoming effective"	Corporate Affairs and shall comply with
	the "effectiveness of or	the requirements laid down thereunder.
	scheme" means the date on
	certified which the or
	authenticated copies of the order
	sanctioning this Scheme,
	National the by passed
	Company Law Tribunal at
	Mumbai are filed with the
	Registrar of Companies.
	1.17 "Record Date" means such
	date, to be fixed by the Board of
	the Transferee Company for the
	of determining purpose the

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Face value equity shares will be allotted pursuant to capital reduction. 1.19 "Reduced Face Value Equity Shares" has meaning given to it in Clause 11.2 of Part II Clause 11.2 of Part II:-11.2 Upon the Scheme becoming effective and from the Record Date 1 as may be fixed by the Board of Directors of the Transferee Company, equity shares held by the existing shareholders of the equity Transferee Companyi.e., before giving effect to Part III of this Scheme shall automatically stand cancelled without any being necessity $of$ them surrendered to the Transferee Transferee Company. The Company shall issue equity shares (hereinafter referred to as 'Reduced Face Value Equity Shares') (as adjusted for Clause to the existing equity shareholders of the Transferee Company, before giving effect to

Part III of this Scheme, whose

shareholders of the Transferee

Company to whom reduced

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV

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names appear in the Register of Members as on Record Date 1 as may be fixed by the Board of Directors of the Transferee Company.

1.18 "Record Date 2" means the date to be fixed by the Board of Directors of the transferee mutual company after agreement on the same between the transferee company and the transferor company, for the purpose of determining the shareholders of the transferor company to whom the new equity shares will be allotted pursuant to this scheme.

In this regard, it is submitted that Section 230 to 232 of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. However, this aspect may be decided by the Hon'ble Tribunal taking into account its inherent powers.

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT $\cdot \mathbf{IV}$

$\sim$

$\frac{1}{2}$

$\hat{\mathcal{A}}$

C.P.(CAA)/271/MB/2025
c/w C.A.(CAA)/64/MB/2025

	Transferor The company and be Transferee company may comply with the directed to clarified vide requirements as general circular no. 09/2019 having F.No.7112/2019/CL dated $-1$ 21.08.2019 issued by the Ministry of Corporate Affairs.
(c)	The Transferor company and	shall Petitioner Companies The
	have Transferee company to	undertake to comply with Sections
	undertake to comply with sections	232(3)(i) and that the fee and/or stamp
	230 to 232 of Companies Act, 2013,	duty paid by the Transferor companies
	where the Transferor companies are	on its authorized capital shall be set-off
	dissolved, the fee and stamp duty	against the fee and stamp duty payable
	paid by the Transferor companies on	by the Transferee company on its
	its authorized capital shall be set-off	authorized capital subsequent to the
	against fees and stamp duty payable	merger and therefore, petitioners further
	by the Transferee company on its	undertake that the Transferor Company
	authorized capital subsequent to the	shall pay the difference of fees and
	merger and therefore, petitioners to	stamp duty.
	Transferor the undertake that
	companies shall pay the difference of
	fees and stamp duty.
(d)	The Hon'ble Tribunal may kindly	The respective Petitioner Company has
	seek the undertaking that this	the meeting its duly convened оf
	Scheme is approved by the requisite	accordance the with members in
	majority of members and creditors as	that this provisions of the law and
	per Section 230(6) of the Act in	Scheme is approved by the requisite
	meetings duly held in terms of	majority of members and preditors as per
	with $\mathcal{I}$ Section 230(1) read	Section 230(6) of the stutting meetings द्व ब्रा

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$\bar{z}$

WBAI BF

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	subsection (3) to (5) of Section 230	duly held in terms of Section 230(1) read
	of the Act and the Minutes, thereof	with $7$ sub-section $(3)$ to $(5)$ of Section
	are duly placed before the Tribunal	230 of the Act and in accordance with
		SEBI circular. The chairman's report and
		the scrutinizer's report with respect to the
		duly convened meetings of the members
		of the respective Petitioner Companies
		are duly placed before the Tribunal. The
		Petitioner Companies further submit that,
		since none of the Petitioner Companies
		had any creditors as on the cut-off date,
		convening a meeting of creditors was not
		necessary.
(e)	The Transferee Company shall be in	The Scheme has been drawn up in
	compliance with provisions оf	compliance with the provisions of Section
	Section 2(IB) of the Income Tax Act,	$2$ (IB) of the Income-tax Act, 1961. In this
	1961. In this regard, the	regard, the Transferor company and
	Transferor company and Transferee	Transferee company both undertake to
	company shall ensure compliance of	ensure compliance with all the provisions
	all the provisions of Income Tax Act	Income Tax Act and Rules of the
	and Rules thereunder.	thereunder.
(f)	The Hon'ble Tribunal may kindly	The Petitioner Companies affirm by way
	direct the Transferor company and	of this affidavit that the Scheme enclosed
	Transferee company to file an	to the Company Scheme Application and
	affidavit to the extent that the	Company Scheme Petition are one and
	Scheme enclosed to the Company	the same and there is no discrepancy, or
	Application the Company and	no change has been made.
	Petition are one and the same and
	there is no discrepancy, or no
	change is made.

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT $\cdot$ IV

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MBAIB

(g)	The Transferor company and	The Petitioner Companies submit that
	company shall be Transferee	they have served notices under the
	directed $u/s$ 230 (5) of CA, 2013 to	provisions of Section 230(5) of the
	notices to concerned serve	Companies Act, 2013 to all the
	Authorities which are likely to be	concerned authorities, as directed by the
	affected by the present scheme of	Tribunal, which are likely to be affected
	Arrangement and Amalgamation.	by the Scheme. Further, the Petitioner
	Further the approval of the scheme	Companies submit that the approval of
	by the Hon'ble Tribunal may not	the Scheme by the NCLT would not deter
	deter such authorities to deal with	such authorities from dealing with any of
	any of the issues arising after giving	the issues arising after giving effect to the
	effect to the scheme and the decision	Scheme, and the decision of such
	of such authorities shall be binding	authorities would be binding on the
	on the Applicant Companies.	Companies, subject to Petitioner
		remedies rights and appropriate
		available to the Petitioner Companies

		under the applicable law.
(h)	Transferor of _ the shares The	The Petitioner Companies state and
	company and Transferee company	submit that it has made adequate
	with Bombay Stock listed are	required under the disclosures, as
	Exchange (BSE) and Metropolitan	observation letter and SEBI Circulars
	Stock Exchange (MSE), hence they	framed in this regard. Further, the
	would require the NOC from the $BSE$ Petitioner Companies undertake	to
	& MSE.	comply with the observation letter issued
	Therefore, Transferor company and	by respective stock exchanges.
	Transferee company has annexed
	observation letters dated 04.02.2025
	issued by the MSE & BSE as
	Annexure F & F2 in Company
	Application (Copies Scheme	*AMPAN*

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	Annexed as Annexure A-1 Colly). In
	this regard, this Hon'ble tribunal may
	direct the Petitioners to undertake to
	comply with the observation letter
	respective stock issued by
	exchanges respectively.
(i)	Transferor company The and	shall Petitioner Companies The
	Transferee company shall undertake	undertake to comply with the directions of
	to comply with the directions of the	the concerned sectoral Regulatory, if
	concemed sectoral Regulatory, if so	any, subject to appropriate rights and
	required.	remedies available to the Petitioner
		Companies under the applicable law.
(j)	Transferor The company and	The Petitioner Companies undertake to
	Transferee company shall undertake	comply with the directions of the Income
	to comply with the directions of the	GST the Department and Tax
	GST LT. Department and	Department, if any, subject to appropriate
	Department, if any.	rights and remedies available to the
		Petitioner Companies under the
		applicable law.
(k)	On the perusal of Memorandum of	The Second Petitioner Company submits
	Association, it is seen that the	that it is not undertakings any real-estate
	company i.e., Kedia Transferee	development activity requiring
	Construction Company Limited is	registration and compliance under the
	business the of in engaged	RERA, and therefore the provisions of
	construction and development of real	RERA are not applicable to it. Hence, the
	estate and therefore, would require	present Scheme shall not entail any
	NoC from the RERA. Accordingly, if	approval from RERA or any regulatory
	deems fit, the Hon'ble Tribunal may	authorities.
	direct the Transferor Company and
	Transferee Company to undertake

MUMBAI

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comply with the rules and regulation made under RERA Act, if applicable.

On perusal of the scheme of & arrangement amalgamation attached to the Company Scheme Application at Annexure D it is seen that the Petitioners has at part II proposed Reduction of Share capital of the Transferee Company post approval of present scheme and the said clause is reproduced under for kind consideration of this Hon'ble Tribunal.

Part II

$(1)$

REDUCTION OF SHARE CAPITAL OF THE TRANSFEREE COMPANY

1. REDUCTION OF EACH VALUE OF EQUITY SHARES:-
5.1 On the Scheme becoming effective, the issued, subscribed and paid-up share capital of the Transferee Company shall stand reduced from Rs. 1,50,00,000 (Rupees One Crore Fifty Lacs Only) divided into 30,00,000 (Thirty Lacs) equity shares with face value of Rs. 5/ - (Rupees Five Only) per equity share Rs. 30,00,000 (Rupees Thirty Lacs

The Petitioner Companies submit that the observation is factual in nature and the reduction of share capital of the Transferee Company in the manner set out in this Scheme can provide benefits to the shareholders and stakeholders as provided for in the Scheme. The Petitioner Companies undertake to comply with provisions of Section 230-232 read with Section 66 to give effect to the reduction of share capital and undertakes to file necessary forms and filings with the Registrar of Companies.

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share capital of the Transferee Company as provided in Clause 5 above shall be effected as an integral part of the Scheme without having to follow the process under section 66 and $of$ the NCLT the orders sanctioning the Scheme shall be deemed to be an order under Section 66 of the Act confirming the reduction and no separate

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	sanction under Section 66 of the
	will be necessary as Act
	provided for in the explanation to
	Section 230(12) of the Act.
	Notwithstanding the reduction of
	Transferee capital оf the
	Company in pursuance оf
	Clause 5 of this Scheme, the
	Transferee Company shall not
	be required to add the words and
	reduced' as a suffix to its name
	consequent such upon
	reduction.
	5.3 The reduction and
	reorganization of authorized,
	issued, subscribed and paid-up
	share capital of the Transferee
	Company in terms of the Part II
	of this Scheme, shall be given
	effect prior to giving effect to the
	amalgamation of the Transferor
	Company with the Transferee
	Company in terms of the Part I of
	this Scheme.
(m)	That on examination of the report of
	the Registrar of Companies, Mumbai
	21.11.2025 for Petitioner dated
	Companies (Annexed as Annexure
	A-2) that the Transferor company
	and Transferee company fall within
	the jurisdiction of ROC, Mumbai. It is

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$\ddot{\phantom{a}}$

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submitted that no complaint and /or representation regarding the proposed scheme of Merger by absomtion has been received against the Transferor company and Transferee company. Further. Transferor company and Transferee Financial company have filed Statements up to 31.03.2024 further observations in ROC report are as under:

That the ROC Mumbai in its Î. report dated 21.08.2024 and records available $in$ this Directorate has stated that no Inquiry, inspection, investigation & prosecution is pending against the Transferor company and Transferee company.
Transferor Company's Audit ii -Report as states 'Emphasis of Matter' as mentioned below.
"In respect of investment in property having carrying amount of Rs. 10.99 Lakhs, the company has Model for adopted Cost subsequent measurement of Investment in property including rights therein. However, the company has not made any disclosure as required by "Ind

Page 16 of 20

The contents being statement of fact does not require any comments.

Our reply to $2(m)(ii)$

The First Petitioner Company submits that, in line with Ind-AS 40, fair value disclosure is required only when it can be measured reliably; since the fair value of the investment property is presently not ascertainable, and in the absence of a reliable valuation, there is no basis to recognize any diminution at this stage. Further, the opinion of the statutory auditor is not modified or qualified in this regard and the Petitioner Companies complete applicable undertake to dards^ANYand? े aenerally accounting S1

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AS 40" of Fair Market Value of the said property $in$ the standalone accompanying financial statements. In view of the management, the value of the property is not ascertainable and hence the valuation report from independent valuer is not obtained."

iii. Transferee Company's Audit Report as on 31.03.2024 states of Matter' 'Emphasis as mentioned below.
"We draw your attention to the pending litigation of the company along with a group company against LIC of India for the Ridge Road Property which is being shown as inventory. Although the property is in dispute the company has not made any provision for diminution in value. The carrying amount of the same is Rs. 14.63 Lakhs."

accepted accounting principles framed in this regard. The above emphasis of matter has been provided in the ordinary course of business and does not adversely affect the Scheme.

Our reply to 2(m)(iii)

The Second Petitioner Company submits that although the Ridge Road Property is subject to ongoing litigation with LIC of India, the Second Petitioner Company has, based on internal assessment. determined that there is no present indication of a permanent diminution in its value. Since the matter is sub-judice and in the absence of any conclusive adverse reliable evidence _of outcome or impairment, no provision for diminution has been created in the financial statements. Further, the opinion of the statutory auditor is not modified or qualified in this regard and the Petitioner Companies undertake to comply with applicable accounting standards and generally accepted accounting principles framed in this regard. The above emphasis of matter has been provided in the ordinary course of business and does not adversely affect the Scheme.

वनी वि/ह Our reply to 2(m) My

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iv.	With reference to Part III Para 19	The Petitioner Companies undertake that
	of the scheme, it is stated that	they would comply with the provisions set
	clause overrides the such	out in Section 232(3)(i) of the Companies
	provision of Companies Act,	Act, 2013 and that the fees and stamp
	2013 namely section 232(3)(i)	duty, if any, paid by the Transferor
	which inter-alia provides that, if a	Companies on its authorized share
	company is dissolved the fee	capital shall be set-off against any fees
	paid by such company on its	stamp duty payable by the and
	Authorised Capital shall be set	Transferee Company on increase of its
	off against any fees payable by	authorized share capital subsequent to
	the transferee Company on its	the amalgamation, if applicable.
	Authorised Capital. The
	Transferee Company may be
	directed to pay differential fees, if	Our reply to $2(m)(v)$
	any, after setting of the fees	The Petitioner Companies undertake that
	already paid by the Transferor	the interest of all the creditors and the
	Company	employees of the Petitioner Companies
V.	Creditors Interest of the &	shall be protected. Further, the Scheme
	Employees should be protected.	does not provide any compromise or
		with the creditors arrangement or
		employees of the Petitioner Companies.

1. The Representative of the Regional Director (WR), Mumbai, appeared and stated that the undertakings given by the Applicant Companies are satisfactory to the Regional Director and they have no objections to approving the Scheme.
1. The Official Liquidator has filed the report dated 04.02.2026, stating that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the public interest or the interest of its creditors.
1. The Ld. PCA for the Applicant Companies submitted that there are no inquiry, investigation or proceedings instituted or are pending under the $\chi$ of $\overline{p}$ Q) 1956 / Companies Act, 2013 against the Applicants or by any Stber

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authorities. Further, there are no petitions for winding-up or under the Insolvency and Bankruptcy Code, 2016, pending or admitted against the Applicants as on the date.

1. The Transferee Company has given an undertaking that all legal or other proceedings initiated by or against the Transferor Company will be continued, prosecuted, and enforced by or against the Transferee Company to the same extent as would or might have been continued and enforced by or against the Transferor Company.
1. From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy, considering that no objection has so far been received from any authority, creditors, members, or any other stakeholders.
1. Since all the requisite statutory compliances have been fulfilled, the Company Petition bearing C.P. (CAA)/271/MB/2025 filed by the Applicant Companies is made absolute in terms of the prayer clauses of the said Company Scheme Petition.
1. In view of the above, the Scheme of Arrangement and Amalgamation is hereby sanctioned, with the appointed date fixed for the Scheme as 01.04.2024.
20.1 It shall be binding on the Applicant Companies involved in the Scheme and all concerned, including their respective Shareholders, Secured and Unsecured Creditors / Trade Creditors and Employees.
20.2 The Applicant Companies are directed to file a certified copy of this Order, along with a copy of the Scheme of Arrangement and Amalgamation, with the concerned Registrar of Companies, electronically, along with e-Form INC-28 in addition to a physical copy, within 30 days from the date of receipt of the order, duly certified by the Designated Registrar of this Tribunal.
20.3 The Applicant Companies to submit a certified copy of this Order and the Scheme duly authenticated by the Designated Registrar of this Tribunal, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if

C.P.(CAA)/271/MB/2025 c/w C.A.(CAA)/64/MB/2025

any, on the same within 60 days from the date of receipt of the certified copy of the order.

20.4 The Applicant Companies shall comply with all the undertakings given by them.

$\Delta$

20.5 The Applicant Companies shall take all consequential and statutory steps required under the provisions of the Act in pursuance of the Scheme.
20.6 The Transferor Company shall be dissolved without winding up.
1. The Income Tax Department will be at liberty to examine the aspect of any tax payable as a result of this scheme. If it is found that the scheme ultimately results in tax avoidance under the provisions of the Income-tax Act. 1961, it shall be open to the income tax authorities to take the necessary action as possible under the Income Tax Law.
The Goods and Service Tax Department shall be at liberty to examine the aspect of $22.$ tax payable, if any, arising pursuant to the Scheme, and any additional tax liability, if determined, shall be discharged upon conclusion of ongoing scrutiny proceedings. In the event it is found that the Scheme ultimately results in tax avoidance under the provisions of applicable GST laws, it shall be open to the Goods and Services Tax Authorities to take such action as may be permissible under the said GST laws.
1. All concerned regulatory authorities to act on a copy of this Order duly certified by the Registry of this Tribunal, along with a copy of the Scheme.
1. Any person interested shall be at liberty to apply to this Tribunal in the above matters for any directions that may be necessary.
1. Accordingly, C.P.(CAA)/271/MB/2025 c/w CA(CAA)/64/MB/2025 is allowed and disposed of. File to be consigned to records.

Page 20 of 20

$Sd$ -

ANIL RAJ CHELLAN MEMBER (TECHNICAL) Sd/-

Certified True Copy-Date of Application 06/4/2026 Number of Pages- $100F$ Applicant called for collection copy on 08/4/026 Copy Issued on $\frac{881412216}{98}$ 29-04.26

$\hat{\mathbb{R}}$

ŋ,

$\ddot{\vec{\tau}}$

.pctl Deputy Registrar National Company Law Tribunal, Mumbai Bench

ลกท

SCHEME OF ARRANGEMENT AND AMALGAMATION

BETWEEN

KIRTI INVESTMENTS LIMITED

('KIL' OR 'THE TRANSFEROR COMPANY')

AND

KEDIA CONSTRUCTION COMPANY LIMITED

('KCCL' OR 'THE TRANSFEREE COMPANY')

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

(UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013)

PREAMBLE $(A)$

The Scheme of Amalgamation and Arrangement is presented under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013, rules and regulations including any statutory modifications or re-enactments made thereunder and amendments thereof for a) reduction of the face value of the equity share capital of the Transferee Company; and b) amalgamation of Kirti Investments Limited ('KIL' or 'The Transferor Company') with Kedia Construction Company Limited ('KCCL' or 'The Transferee Company') ('Scheme'). The Scheme is in the best interest of the companies involved and their respective shareholders, creditors, employees and all other stakeholders. The Scheme also provides for various other matters consequential or otherwise integrally connected therewith.

$\overline{\mathbf{A}}$ विधि $\overline{\mathbf{B}}$

(B)

CONSTRUC

MUNISA

DESCRIPTION OF THE COMPANIES WHO ARE PARTIES TO THE SCHEME

a) Kirti Investments Limited or the Transferor Company
1. The Transferor Company is a listed entity incorporated on 14 October

MUMBA

1974 under the provisions of the Companies Act, 1956.

1. The Transferor Company is having its registered office at 202, 2^nd Floor. A-Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai - 400059 and is engaged in the business of providing estate agency and consultancy services.
1. The equity shares of the Transferor Company are listed on Metropolitan Stock Exchange of India Limited.

b) Kedia Construction Company Limited or the Transferee Company

1. The Transferee Company is a listed entity incorporated on 25 August 1981 under the provisions of the Companies Act, 1956.
1. The Transferee Company is having its registered office address at 202, 2^nd Floor, A-Wing, Bldg, No.3, Sir M.V. Road, Rahul Mittal Industrial Estate. Andheri East Mumbai - 400059 and is primarily engaged in the business of Construction, Builders, Construction Contractors and Land Developers.
1. The equity shares of Transferee Company are listed on BSE Limited.

OPERATION OF THE SCHEME $(C)$

The Scheme provides for:

Reduction of face value of the equity share capital of the Transferee $(i)$ Company in the manner as provided in this Scheme; and
Amalgamation of the Transferor Company with the Transferee $(ii)$ Company in the manner as provided in this Scheme;

RATIONALE OF THE SCHEME $(D)$

paid20

MUMBA)

Reduction of capital of the Transferee Company in the manner set out in this Scheme can provide benefits to the shareholders and stakeholders as under:

The Transferee Company will represent its true and fair financia $\blacktriangleright$ position with an efficient capital structure so that post-amalgamation capital structure is in line with the size of the business operations;
The Transferee Company will have more efficient capital structure; Z
Reduction in the authorized share capital of the Transferee Company to ≯
the minimum extent possible thereby optimizing the split between the equist hare capital and the premium sparany further fund rates in

MUMBA Page 2 of $37\sqrt{N}$

by the Transferee Company, if any, thereby reducing the cost of future fund raising, if any;

$\epsilon$ Reduction in the costs associated for such change in the authorized share capital which would in turn benefit the shareholders, especially the public shareholders at large;
The proposed reduction of equity share capital would not have any $\blacktriangleright$ impact on the shareholding pattern of the Transferee Company except on account on amalgamation of the Transferor Company with the Transferee Company; and
It does not involve any financial outlay and therefore, would not affect the ability or liquidity of the Transferee Company to meet its obligations or commitments in the normal course of business. Further, it would also not in any way adversely affect the ordinary operations of the Transferee Company

As a part of the overall restructuring exercise, it is desired to merge the Transferor Company with the Transferee Company.

The amalgamation would have the following benefits:

Enhancement of operational, organizational and financial efficiencies, $\blacktriangle$ and achieve economies of scale by pooling of resources;
Unification and streamlining of legal and regulatory compliances currently required to be carried out by both, the Transferor Company and the Transferee Company;
Elimination of multiple record keeping, thus resulting in reduced $\blacktriangleright$ expenditure and significant reduction in the multiplicity of regulatory compliances; and

Improved organizational capability and leadership, arising from the $\blacktriangleright$ pooling of human capital that has diverse skills, talent and vast experience to compete in increasingly competitive industry.

PARTS OF THE SCHEME $(E)$

This Scheme of Amalgamation is divided into following parts:

PART I deals with Definitions and Share Capital; $(i)$

PART II deals with reduction of the face value of the equity share $(ii)$ capital of the Transferee Company: and
PART III deals with amalgamation of the Transferor Company with $(iii)$ the Transferee Company;
$(iv)$ PART IV deals with general terms and conditions applicable to this Scheme

PART I

DEFINITIONS AND SHARE CAPITAL

DEFINITIONS $\mathbf{1}$

In this Scheme (as defined hereunder), unless inconsistent with the subject or context, the following expressions shall have the following meaning:

"Act" or "The Act" means the Companies Act, 2013, as applicable, and $1.1$ rules and regulations made thereunder and shall include any statutory modifications, amendments or re-enactment thereof for the time being in force:
"Applicable Law(s)" means any statute, notification, bye laws, rules, $1.2$ regulations, guidelines, rule or common law, policy, code, directives, ordinance, schemes, notices, orders or instructions law enacted or issued or sanctioned by any Appropriate Authority including any modification or reenactment thereof for the time being in force;
"Appointed Date" means 01^st April, 2024, or such other date as may be $1.3$ fixed or approved by the National Company Law Tribunal at Mumbai or such other date as may be determined by the Board of Directors of Transferor Company and the Transferee Company with approval of NCLT or such other date as the NCLT may direct; "Appropriate Authority" means any applicable central, state, or local

government, legislative body, regulatory, administrative, or statutory authority, agency or commission or department or public or judicial body or authority, including, but not limited, to Securities and Exchange Board of

India (SEBI), Stock Exchanges, Registrar of Companies, Regional Director

'MBAI

$1.5$ "Board of Directors" or "Board" means the Board of Directors of the Transferor Company and the Transferee Company and shall include a duly constituted committee thereof;
$1.6$ "BSE" means BSE Limited:
1.7 "Effective Date" or "upon the scheme becoming effective" or "effectiveness of the scheme" means the date on which the certified or authenticated copies of the order sanctioning this Scheme, passed by the National Company Law Tribunal at Mumbai are filed with the Registrar of Companies:
"Governmental Authority" means any governmental or statutory or 1.8 regulatory or administrative authority, government department, agency, commission, board, tribunal or court or other entity authorised to make laws, rules or regulations or pass directions, having or purporting to have jurisdiction over any state or other sub-division thereof or any municipality, district or other sub-division thereof pursuant to Applicable Law;
"INR" or "Rupee(s)" means Indian Rupee, the lawful currency of Republic $1.9$ of India:
"KCCL" or "the Transferee Company" means Kedia Construction 1.10 Company Limited, (CIN: L45200MH1981PLC025083) a company incorporated under the Companies Act, 1956 and having its registered office at 202, 2^nd Floor, A-Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai - 400059;
"KIL" or "the Transferor Company" means Kirti Investments Limited, $1.11$ (CIN: L99999MH1974PLC017826) a company incorporated under the Companies Act, 1956 and having its registered office at 202, 2^nd Floor, A-Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai - 400059;

"LODR Regulations" means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended);

"MSE" means Metropolitan Stock Exchange of India Limited;

"New Equity Shares" has the meaning given to it in Clause 13.2 of Part II;

"Parties" means the Transferor Company and the Transferee Company, 1.16

collectively;

Page 5 of 37

Militan

.
ເສບ_C) MUMOA

विधि

COMPANY

1.12 13 14 1.15

TRUC

MUMBAI

1.17 "Record Date 1" means the date to be fixed by the Board of Directors of the Transferee Company for the purpose of determining the shareholders of the Transferee Company to whom Reduced Face Value Equity Shares will be allotted pursuant to the capital reduction;
1.18 "Record Date 2" means the date to be fixed by the Board of Directors of the Transferee Company after mutual agreement on the same between the Transferee Company and the Transferor Company, for the purpose of determining the shareholders of the Transferor Company to whom the New Equity Shares will be allotted pursuant to this Scheme;
1.19 "Reduced Face Value Equity Shares" has the meaning given to it in Clause 11.2 of Part II;
"Registrar of Companies" means the Registrar of Companies, Mumbai, 1.20 Maharashtra, India:
"Scheme" or "the Scheme" or "this Scheme" means this Scheme of $1.21$ Amalgamation in its present form or with any modification(s)/ amendment(s) made under Clause 27 of this Scheme as approved or directed by the NCLT;
"SEBI" means the Securities Exchange Board of India; 1.22
"SEBI (Listing Obligations and Disclosure Requirements) Regulations, $1.23$ 2015" means the regulations issued by SEBI for adherence of a listed company hereinafter referred as 'Listing Regulations' as amended from time to time.
"SEBI Circulars" means, together (a) circular no. CFD/DIL3/CIR/2017/21 1.24 dated 10 March 2017; (b) circular no. CFD/DIL3/CIR/2017/26 dated 23 March 2017; (c) circular no. CFD/DIL3/CIR/2017/105 dated 21 September 2017; (d) circular no. CFD/DIL3/CIR/2018/2 dated 3 January 2018; (e) circular no. SEBI/HO/CFD/DIL1/CIR/P/2019/192 dated 12 September 2019; (f) circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/215 dated 3 November 2020; (g) circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/0000000657 dated circular no. 2021: $(h)$ November 16 SEBI/HO/CFD/DIL2/CIR/P/2021/0000000659 dated 18 November 2021; (i) circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 or any other circulars issued by SEBI applicable to this Scheme; and

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed

Page 6 of 37

$57$ RU $c$

MUM_DA

to them under the Act, other applicable laws, rules, regulations, bye-laws or any statutory modification or re-enactment thereof from time to time.

Reference to clauses, recitals and annexures, unless otherwise provided, are to clauses, recitals and annexures of and to this Scheme. The singular shall include the plural and vice versa.

INTERPRETATION $2.$

In this Scheme:

2.1 words denoting singular shall include plural and vice versa;
2.2 the headings are used for ease of reference only and shall not affect the construction or interpretation of this Scheme;
2.3 any references to the word "include", "includes" or "including" shall be interpreted in a manner as though the words "without limitation" immediately followed the same;
2.4 a reference to an article, clause, section, paragraph or schedule is, unless indicated to the contrary, a reference to an article, clause, section, paragraph or schedule of this Scheme;
2.5 reference to; any document or agreement includes a reference to that document or agreement as varied, amended, supplemented, substituted, novated or assigned, from time to time, in accordance with the provisions of such a document or agreement;

2.6 the words "other", "or otherwise" and "whatsoever" shall not be constructed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters expressly referred to;

2.7 word(s) and expression(s) elsewhere defined in the Scheme will have the meaning respectively under the Act and other applicable laws, rules,

MI Dzev

regulations and byelaws applicable, including any statutory modification or re-enactment thereof from time to time: and

2.8 reference to any legislation, statute, regulation, rule, notification, or any other provision of law means and includes references to such legal provisions as amended, supplemented, or re-enacted from time to time, and any reference to legislation or statute includes any subordinate legislation made from time to time under such a legislation or statute and regulations. rules, notifications or circulars issued under such a legislation or statute;

$3.$ DATE OF TAKING EFFECT AND OPERATIVE DATE

3.1 The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by NCLT or made as per Clause 27 of the Scheme, shall be effective from the Appointed Date but shall be operative from the Effective Date.
3.2 Any reference in this Scheme to "upon the Scheme becoming effective" or "effectiveness of the Scheme" or "upon the coming into effect of the Scheme" shall mean the Effective Date.

SHARE CAPITAL $\overline{4}$

4.1 The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on 31 March 2024 is as under:

Particulars and the particular services and	Amount(INR)
Authorised Share Capital
2,20,00,000 Equity Shares of INR 5 each	11,00,00,000
1,00,000 Preference Shares 6% Non-Cumulative of	10,00,000
INR 10 each
Total	11,10,00,000
Issued, Subscribed and Paid-up Share Capital
2,20,00,000 equity shares of INR 5 each	11,00,00,000
Total	11,00,00,000

សំដែងត្ប

Subsequent to the above date and till the date of approval of the Scheme by the Board of Directors of the Companies, there has been no change in the authorized, issued, subscribed and paid-up equity share capital of the Transferor Company. The equity shares of the Transferor Company are an the Metropolitan Stock Exchange of India Limited current tRU_C

MUME!

4.2 The authorised, issued, subscribed and paid-up share capital of the Transferee Company as on 31 March 2024 is as under:

Particulars ENGINEERS CONTROL	SESSIBLE Ant (INR)
Authorised Share Capital
30,00,000 Equity Shares of INR 5 each	1,50,00,000
Total	1,50,00,000
Issued, Subscribed and Paid-up Share Capital
30,00,000 Equity Shares of INR 5 each	1,50,00,000
Total	1,50,00,000

The Transferor Company holds 2,98,000 Equity Shares of the Transferee Company representing 9.93% of the total equity share capital of the /Transferee Company.

The equity shares of the Transferee Company are currently listed on the BSE Limited.

PART II

CAPITAL THE REDUCTION OF SHARE OF COMPANY

REDUCTION OF FACE VALUE OF EQUITY SHARES $5.$

5.1 On the Scheme becoming effective, the issued, subscribed and paid-up share capital of the Transferee Company shall stand reduced from Rs. 1,50,00,000 (Rupees One Crore Fifty Lacs Only) divided into 30,00,000 (Thirty Lacs) equity shares with face value of Rs. 5/- (Rupees Five Only) per equity share to Rs. 30,00,000 (Rupees Thirty Lacs Only) divided into 30,00,000 (Thirty Lacs) equity shares with face value of Rs. 1/- (Rupees One Only) without payment of any consideration or any other distribution/payment being made by the Transferee Company to the holders of such equity shares in lieu of such reduction in face value of equity shares of the Transferee Company. The reduction and reorganization of authorized, issued, subscribed and paidup share capital of the Transferee Company made as aforesaid is an integral

Page 9 of 37

and inable part of the Scheme.

{mumba

5.2 The reduction and cancelation of share capital of the Transferee Company as provided in Clause 5 above shall be effected as an integral part of the Scheme without having to follow the process under section 66 and the orders of the NCLT sanctioning the Scheme shall be deemed to be an order under Section 66 of the Act confirming the reduction and no separate sanction under Section 66 of the Act will be necessary as provided for in the explanation to Section 230(12) of the Act. Notwithstanding the reduction of capital of the Transferee Company in pursuance of Clause 5 of this Scheme, the Transferee Company shall not be required to add the words 'and reduced' as a suffix to its name consequent upon such reduction.
5.3 The reduction and reorganization of authorized, issued, subscribed and paidup share capital of the Transferee Company in terms of the Part II of this Scheme, shall be given effect prior to giving effect to the amalgamation of the Transferor Company with the Transferee Company in terms of the Part III of this Scheme.

REORGANIZATION OF AUTHORISED SHARE CAPITAL 6.

6.1 Pursuant to reduction in face value of equity shares as per Clause 5, the authorized share capital of the Transferee Company would be reclassified as under:

Particulars	Amount (INR)
Authorised Capital
1,50,00,000 Equity Shares of INR 1 each	1,50,00,000
Total	1,50,00,000

6.2 Consequently, the Memorandum of Association and Articles of Association of the Transferee Company (relating to the authorised share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme, whether at a meeting or otherwise, shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13, 14 and 61 of the Companies Act, 2013 and other applicable provisions of the

Page 10 of 37

Act would be required to be separately passed.

MUMBA

OHPANY

6.3 Pursuant to reduction in face value of equity shares as per Clause 5, the relevant provisions of the memorandum of association of the Transferee Company (relating to the authorised share capital) shall, without any requirement of any further act, instrument or deed, be and stand altered, modified and amended as under:

"The Authorised Share Capital of the Transferee Company: is INR 1,50,00,000 (Rupees One Crore Fifty Lacs) divided into 1.50,00,000 (Rupees One Crore Fifty Lacs) Equity Shares of INR 1/- (Rupees One) each fully paid up."

7. ACCOUNTING TREATMENT

Upon the Scheme becoming effective, the reduction of share capital under this Part shall be accounted for by the Transferee Company in its books of accounts in accordance with the Indian Accounting Standards issued under section 133 of the Act and other generally accepted accounting principles in India, in the following manner:

7.1 The difference arising on reduction of face value of the shares shall be credited to the capital reserve.
7.2 Further, such capital reserve created shall not be available for distribution as dividend to the shareholders of the Transferee Company.

8. IMPACT ON EMPLOYEES

TRU

8.1 The employees of the Transferee Company shall, in no way, be affected by the proposed reduction in face value of equity shares, as there is no transfer of employees of the Transferee Company under the Scheme. On the Scheme becoming effective, all the employees of the Transferee Company shall continue with their employment without any break or interruption in their services, on the same terms and conditions on which they are engaged as on the Effective Date.

amoun

MUMBAI

9. IMPACT ON CREDITORS

MUMBA

9.1 The creditors shall not be affected in any manner by the proposed reduction

of equity shares. as there is no reduction in the

payable to any of the creditors and no compromise or arrangement is contemplated with the creditors and generally one may be benefited since true financial position of the Transferee Company would be improved and made clear. Further, in absence of any payment to the equity shareholders pursuant to the proposed capital reduction, it does not alter, vary, or affect the rights of the creditors in any manner and thus there is no effect on the outstanding dues to the creditors and the charge on the assets of the Transferee Company shall continue in favour of the secured creditors, if any.

10. IMPACT ON LEGAL PROCEEDINGS

10.1 All legal proceedings of whatsoever nature by or against the Transferee Company, pending and/ or arising shall not abate or be discontinued or be in anyway prejudicially affected by reason of the Scheme or by anything contained in this Part of the Scheme but shall be continued and enforced by or against the Transferee Company, in the same manner and to the same extent as would or might have been continued and enforced by or against the Transferee Company prior to the Scheme.

ISSUANCE MECHANICS 11.

MUMBAI

11.1 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferee Company, the Board of the Transferee Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date 1 to effectuate such a transfer as if such changes in registered holder were operative as on the Record Date 1, in order to remove any difficulties arising to the transferor or transferee of the shares in the Transferee Company. The Board of the Transferee Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new shareholders in the Transferee Company on account of difficulties faced in the transition period.

11.2 Upon the Scheme becoming effective and from the Record Date 1 as may be fixed by the Board of Directors of the Transferee Company, equity shares held by the existing equity shareholders of the Transferee Company i.e.,

Page 12 of 37

effect to Part III of this Scheme stall, automatically इस्मिल्लेन् Messa,

cancelled without any necessity of them being surrendered to the Transferee Company. The Transferee Company shall issue equity shares (hereinafter referred to as 'Reduced Face Value Equity Shares') (as adjusted for Clause 5) to the existing equity shareholders of the Transferee Company, before giving effect to Part III of this Scheme, whose names appear in the Register of Members as on Record Date 1 as may be fixed by the Board of Directors of the Transferee Company.

11.3 The Reduced Face Value Equity Shares of the Transferee Company allotted and issued in terms of Clause 11, shall be listed and/or admitted to trading on the BSE in terms of and in compliance of SEBI LODR Regulations, SEBI Circular and other relevant provisions as may be applicable. The Reduced Face Value Equity Shares of the Transferee Company shall, however, be listed subject to the Transferee Company obtaining the requisite approvals from all the relevant Governmental Authorities pertaining to the listing of the Reduced Face Value Equity Shares of the Transferee Company. The Transferee Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with Applicable Laws for complying with the formalities of BSE.
11.4 The Transferee Company shall, if and to the extent required, apply for and obtain any approvals from the concerned regulatory authorities, including the BSE, for the issue and allotment by the Transferee Company of the Reduced Face Value Equity Shares pursuant to the Scheme.
11.5 Each shareholder of the Transferee Company who holds Equity Shares in the Transferee Company in physical form shall be required to provide requisite details relating to his/her/ its accounts with a depository participant to the Transferee Company prior to the Record Date 1 to enable the Transferee Company to issue Equity Shares to such shareholder in terms of this clause. However, if no such details have been provided to the Transferee Company by the relevant shareholder(s) holding Equity Shares in the Transferee Company in physical form prior to the Record Date 1 or if the details furnished by any shareholder do not permit electronic credit of of the Transferee Company, then the Transferee Company may

the shares

Page 13 of 37

$\mathbf{v}$

subject to the Applicable Laws either issue the Reduced Face Value Equity Shares in physical form or at its own discretion hold such Reduced Face Value Equity Shares in abeyance until the required details are intimated in writing to the Transferee Company or its registrar. Provided that the Board of Directors of the Transferee Company may at its discretion anytime after a period of two years from the Effective Date transfer such Reduced Face Value Equity Shares kept in abeyance to the Investor Education and Protection Fund.

313

11.6 In the case of equity shares held by the equity shareholders of the Transferee Company in dematerialized and electronic form, the required procedure for reflecting the change in the holdings of the equity shareholders of the Transferee Company, if and to the extent warranted, as a consequence of the sanctioning of this Scheme, shall be adopted for making the necessary alterations in the depository accounts of the equity shareholders.

PART III

AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

12. TRANSFER AND VESTING

12.1 With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and whole of the undertaking of the Transferor Company including all its properties and assets (whether movable or immovable, tangible or intangible) of whatsoever nature such as licenses, permits, trademarks, patents, quotas, approvals, lease, tenancy rights, permissions, incentives, if any, and all other rights, title, interest, certificates, registrations under various legislations, contracts, consent, approvals or powers of every kind nature and descriptions whatsoever, shall, pursuant to the provisions of section 230 to 232 of the Act and pursuant to the orders of the NCLT and without any further act, instrument or deed, but subject to the existing charges and encumbrances affecting the same as on the Effective Date be transferred and/or deemed to be transferred to and vested in the Transferee Company so as to become the properties and

Page 14 of 37

the Pansferee Company.

MUMBAI

ΪĠ

ETRUC $\ell_{\nu}$ WINDA MUNICA

12.2 Without prejudice to Clause 12.1 above, in respect of such of the assets of the Transferor Company which are movable in nature (including but not limited to plant and machinery and intangible assets) or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same shall be so transferred by the Transferor Company, and shall, upon such transfer, become the property, estate, assets, rights, title, interest and authorities of the Transferee Company by way of physical delivery or novation. The investments, if any, held in dematerialized form will be transferred to the Transferee Company by issuing appropriate delivery instructions to the depository participant or submission of a copy of the order of the Hon'ble Tribunal sanctioning the Scheme with whom the Transferor Company have an account for effecting the transfer of change in the nomenclature of the demat account from the name of the Transferor Company to the name of the Transferee Company. Such delivery and transfer shall be made on a date mutually agreed upon between the respective Board of Directors of the Transferee Company and the Transferor Company, being a date after the sanction of the Scheme by NCLT. All moveable assets, including intangible assets, actionable claims, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits including deposits paid in relation to outstanding litigations, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, shall, without any further act, instrument or deed, be transferred to and vested into as the property of the Transferee Company. The Transferee Company may, if required, give notice in such form as it may deem fit and proper to each person or debtor that, pursuant to the Scheme, the said person or debtor should pay the debt, loan or advance or make good the same or hold the same to its account and that the right of the Transferee Company to recover or realise the same in substitution of the right of the Transferor Company and that appropriate entry should be passed in their respective books to record the aforesaid charges.

12.3 Without prejudice to any of the Clauses above, with effect from the Appointed Date, and upon the Scheme becoming effective, all immovable properties, including land together with buildings-and structure and rights- $R_U$

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thereon, whether freehold or leasehold, relating to the Transferor Company and any documents of title, rights, interests, claims, including leases, licenses and easements in relation thereto, shall, pursuant to the applicable provisions of the Act and the Scheme, without any further act, instrument, deed, matter or thing, stand transferred to and vested into the Transferee Company, as of the Appointed Date. The mutation of the title to the immovable properties shall be made and duly recorded by the appropriate authorities pursuant to the sanction of the Scheme and upon the Scheme becoming effective, in accordance with the terms hereof, in favour of the Transferee Company without requirement of execution of any further documents for registering the name of the Transferee Company as owner thereof and the regulatory authorities, including Sub-registrar of Assurances, Talati, Tehsildar, Mumbai Metropolitan Region Development Authority (MMRDA) etc. may rely on the Scheme along with the copy of the order passed by the NCLT, to make necessary mutation entries and changes in the land or revenue records to reflect the name of the Transferee Company as owner of the immovable properties.

12.4 All permits, rights, entitlements, registrations and other licenses, approvals, permissions, consents from various authorities (whether granted or pending), receivables, funds belonging to or utilized for the Transferor Company, privileges, memberships, lease rights, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, electricity and other services, provisions, funds, benefits of all agreements (including agreements with clients and customers, employees and any other person), contracts and arrangements, letters of intent, memoranda of understanding, expressions of interest whether under agreement or otherwise and all other interests in connection with or relating to the Transferor Company, without any cost, further act, instrument or deed, shall stand transferred to and vested in the Transferee Company as a part of the transfer as a going concern, so as to become, as and from the Appointed Date the property of the Transferee Company.

12.5 All the intellectual property rights of any nature whatsoever, including but not limited to intangible assets, including trademarks, logos, service marks,

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copyrights, domain names, trade names and applications relating thereto. goodwill, knowhow and trade secrets, pertaining to the Transferor Company, whether or not provided in books of accounts of the Transferor Company, without any cost, further act, instrument or deed, be and stand transferred to and vested in the Transferee Company as a part of the transfer as a going concern, so as to become, as and from the Appointed Date, the intellectual property of the Transferee Company.

12.6 All taxes (including but not limited to advance tax, tax deducted at source, minimum alternate tax credits, securities transaction tax, input credit, taxes withheld^{ paid in a foreign country, Goods and Services Tax (GST), tax collected at source, etc.) payable by or refundable to or being the entitlement of the Transferor Company, including all or any refunds or claims shall be treated as the tax liability or refunds / credits / claims, of the Transferee Company, and any tax incentives, advantages, privileges, exemptions, rebates, credits, remissions, reductions and/or any other benefit, as would have been available to the Transferor Company, shall pursuant to the Scheme becoming effective, be available to the Transferee Company.
12.7 Any tax liabilities under the income tax, customs, GST, or other applicable laws/ regulations dealing with taxes/ duties/ levies allocable or related to the business of the Transferor Company shall be transferred to the Transferee Company. Any surplus in the provision for taxation/ duties/ levies account including advance tax and tax deducted at source (TDS) as on the date immediately preceding the Appointed Date will also be transferred to the account of the Transferee Company.
12.8 The Transferee Company shall be entitled to claim refunds or credits, including input tax credits, with respect to taxes paid by, for, or on behalf of the Transferor Company under Applicable Laws, including but not limited to sales tax, value added tax, service tax, excise duty, cess, GST or any other tax, whether or not arising due to any inter se transaction. Any inter-se transactions in relation to the Transferor Company and the Transferee Company between the Appointed Date and the Effective Date shall be considered as transactions to self and the Transferee Company shall be entitled to claim refund of tax paid or adjust the excess amount against

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A.M.PABAI Mumbai Maharason ee. I.o. 15220 current/ future tax liability, if any on these inter-se transactions, as per the Applicable Laws. Consequently, no tax relatable to inter-se transaction is payable or demandable from either the Transferor Company or the Transferee Company since the inter se transactions were between the same persons.

12.9 The Transferee Company shall be entitled to file/ revise its income-tax returns. TDS certificates, TDS returns, goods and service tax returns and other statutory returns, if required, and shall have the right to claim refunds, advance tax credits, credits of all taxes paid/ withheld, if any, as may be required consequent to implementation of this Scheme.
12.10 Upon the Scheme becoming effective, with effect from the Appointed Date, the Transferor Company and the Transferee Company are expressly permitted to prepare and/or revise their financial statements and returns along with the prescribed forms, filings and annexure under the Income Tax Act, 1961, GST laws and other laws, if required, to give effects to provisions of the Scheme.
12.11 The transfer and vesting as aforesaid shall be subject to the existing charges / hypothecation / mortgages, if any, as may be subsisting and agreed to be created over or in respect of the said assets or any part thereof, provided however, any reference in any security documents or arrangements to which the Transferor Company is a party wherein the assets of the Transferor Company have been or are offered or agreed to be offered as security for any financial assistance or obligations shall be construed as reference only to the assets pertaining to the Transferor Company and vested in the Transferee Company by virtue of this Scheme to the end and intent that the charges shall not extend or deemed to extend to any assets of the Transferee Company.

Provided that the Scheme shall not operate to enlarge the security for the said liabilities of the Transferor Company which shall vest in the Transferee Company by virtue of the Scheme and the Transferee Company shall not be obliged to create any further, or additional security thereof after the merger effective or otherwise. The transfer / vesting of the assets of the

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Transferor Company as aforesaid shall be subject to the existing charges / hypothecation / mortgages over or in respect of the assets or any part thereof of the Transferor Company.

Provided further that security, charges over and in respect of the assets or part of the assets of the Transferee Company shall continue with respect to such assets or part thereof and this Scheme shall not operate to enlarge such security, charges to end and intent that such security, charges shall not extend or be deemed to extend, to any of the assets of the Transferor Company vested in the Transferee Company.

12.12 All the secured and unsecured debts (whether in Indian rupees or foreign currency), liabilities, duties and obligations of whatsoever nature of the Transferor Company shall also, without any further act, instrument or deed be transferred to and vested in and assumed by and/or deemed to be transferred to and vested in and assumed by the Transferee Company pursuant to the provisions of sections 230 to 232 and all the other applicable provisions of the Act, so as to become the debts, liabilities, duties and obligations of the Transferee Company and further that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which debts, liabilities, duties and obligations liabilities have arisen, in order to give effect to the provisions of this Clause.
12.13 Without prejudice to the provisions of the foregoing clauses and upon the

effectiveness of this Scheme, the Transferee Company may at any time after the coming into effect of the Scheme in accordance with the provisions of the Scheme, if so required, under any law or otherwise, execute Deeds of Confirmation, in favour of the creditors of the Transferor Company or in favour of any other party to any contract or arrangement to which the Transferor Company are a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall under the provisions of the Scheme be deemed to be authorised to execute any such writings on behalf of the Transferor Company and to implement or carry out all such formalities or compliance $\sqrt{3}$ RUC $\overline{\chi}$

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referred to above on the part of the Transferor Company to be carried out or performed.

12.14 With effect from the Appointed Date and upon the Scheme becoming effective, all statutory licenses, permissions, approvals or consents, if any, to carry on the operations and business of the Transferor Company shall stand vested in or transferred to the Transferee Company without any further act or deed and shall be appropriately mutated by the statutory authorities concerned in favour of the Transferee Company. The benefit of all statutory and regulatory permissions, environmental approvals and consents, registrations or other licenses and consents shall vest in and become available to the Transferee Company pursuant to this Scheme.

12.15 On and from the Effective Date, and thereafter, the Transferee Company shall be entitled to operate all bank accounts, demat accounts, if any, of the Transferor Company and realise all monies and complete and enforce all pending contracts and transactions and to accept stock returns and issue credit notes in relation to the Transferor Company in the name of the Transferee Company in so far as may be necessary until the transfer of rights and obligations of the Transferor Company to the Transferee Company under this Scheme have been formally given effect to under such contracts and transactions.
12.16 For avoidance of doubt and without prejudice to the generality of any applicable provisions of this Scheme, it is clarified that in order to ensure (i) implementation of the provisions of this Scheme; and (ii) continued vesting of the benefits, exemptions available to the Transferor Company in favour of the Transferce Company, the Board of Directors of the Transferor Company and the Transferee Company shall be deemed to be authorised to execute or enter into necessary documentations with any regulatory authorities or third parties, if applicable and the same shall be considered as giving effect to the order of Hon'ble Tribunal and shall be considered as an integral part of this Scheme. Further the Transferee Company shall be deemed to be authorised to execute or enter into necessary documentations with any regulatory authorities or third parties, if applicable, on behalf of the

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Transferor Company and to carry out and perform all such formalities

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or compliances, as required for the purpose of implementation of the provisions of the Scheme.

12.17 This part of the Scheme has been drawn up to comply with the conditions relating to "amalgamation" as specified under section 2(1B) of the Incometax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said section of the Income Tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with section 2(1B) of the Income Tax Act, 1961. Such modification will however not affect the other parts of the Scheme.

CONSIDERATION 13.

13.1 Upon this Scheme becoming effective and in consideration for amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall without any further application or deed, issue and allot to the shareholders of the Transferor Company, holding fully paid up equity shares in the Transferor Company and whose names appears in the Register of Members of the Transferor Company as on the Record Date 2 or his/her/its heirs, executors, administrators or the successors in title, as may be recognised by the Board of Directors of the Transferee Company, fully paid up equity shares in the following fair share swap ratio:

" 38 ([Thirty Eight]) fully paid up equity shares having face value of INR 1/-(Indian Rupees One only) of the Transferee Company shall be issued and allotted for every (Hundred]) equity shares having face value of INR 5/-(Indian Rupees Five only) each held in the Transferor Company."

13.2 The shares to be issued by the Transferee Company to the shareholders of the Transferor Company in accordance with the Clause 13.1 of Part III shall be hereinafter referred to as "New Equity Shares".

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13.3 It is hereby clarified that considering the operational convenience, the New Equity Shares shall be issued by the Transferee Company after giving effect,

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to the arrangement provided under Part II of this Scheme, particularly Clause 5. Further, it is clarified that the New Equity Shares to be issued pursuant to Clause 13 of Part III of this Scheme will not be subjected to reduction as contemplated in Clause 5 of Part II of this Scheme, as swap ratio was adjusted taking into account reduction as contemplated in Part II of this Scheme.

14. ISSUANCE MECHANICS

14.1 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of the Transferee Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date 2 to effectuate such a transfer as if such changes in registered holder were operative as on the Record Date 2, in order to remove any difficulties arising to the transferor or transferee of the shares in the Transferor Company and in relation to the shares issued by the Transferee Company, after the effectiveness of the Scheme. The Board of the Transferee Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new shareholders in the Transferee Company on account of difficulties faced in the transition period.
14.2 Where New Equity Shares of the Transferee Company are to be allotted to heirs, executors or administrators to successors of deceased equity shareholders or legal representatives of the equity shareholders of the Transferor Company, the concerned heirs, executors, administrators, successors or legal representatives shall be obliged to produce evidence of title satisfactory to the Board of the Transferee Company.

14.3 The New Equity Shares of the Transferee Company allotted and issued in terms of Clause 13.2 of Part III above, shall be listed and/or admitted to trading on the BSE in terms of and in compliance of SEBI LODR Regulations, SEBI Circular and other relevant provisions as may be applicable. The New Equity Shares of the Transferee Company shall, however, be listed subject to the Transferee Company obtaining the requisite approvals from all the relevant Governmental Authorities

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Company. The Transferee Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with Applicable Laws for complying with the formalities of BSE.

14.4 The New Equity Shares of the Transferee Company to be allotted and issued to the shareholders of the Transferor Company as provided in Clause 13.2 of Part III above shall be subject to the provisions of the memorandum and articles of association of the Transferee Company and shall rank pari passu in all respects with the equity shares of the Transferee Company issued pursuant to Clause 11.2 of Part II of this Scheme after the Effective Date including in respect of dividend, if any, that may be declared by the Transferee Company on or after the Effective Date.
14.5 The Transferee Company shall complete all formalities, as may be required, for allotment of the New Equity Shares to the shareholders of the Transferor Company as provided in this Scheme within thirty (30) days from the Effective Date. It is clarified that the issue and allotment of New Equity Shares by the Transferee Company to the shareholders of the Transferor Company as provided in the Scheme, is an integral part thereof and shall be deemed to have been carried out without requiring any further act on the part of the Transferee Company or its shareholders and as if the procedure laid down under Section 62 or any other applicable provisions of the Act, as may be applicable, and such other statues and regulations as may be applicable were duly complied with.
14.6 If any member becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of the New Equity Shares by the Transferee Company in accordance with Clause 13.1 of Part III above, the Board of the Transferee Company shall consolidate all such fractional entitlements and shall round up the aggregate of such fractions to the next whole number and issue consolidated New Equity Shares to a trustee nominated by the Board of the Transferee Company (the "Trustee"), who shall hold such New Equity Shares with all additions or accretions thereto in trust for the benefit of the respective shareholders, to whom they belong and their respective heirs, executors, administrators or successors for the specific

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purpose of selling such equity shares in the market at such price or prices and on such time or times within ninety (90) days from the date of allotment, as the Trustee may in its sole discretion decide and on such sale, pay to the Transferee Company, the net sale proceeds (after deduction of applicable taxes and costs incurred) thereof and any additions and accretions, whereupon the Transferee Company shall, subject to withholding tax, if any, distribute such sale proceeds to the concerned shareholders of the Transferor Company in proportion to their respective fractional entitlements.

14.7 In the event that the Parties restructure their equity share capital by way of share split/consolidation/issue of bonus shares during the pendency of the Scheme, the Share Exchange Ratio, shall be adjusted accordingly to take into account the effect of any such corporate actions.
14.8 The Transferee Company shall, if and to the extent required, apply for and obtain any approvals from the concerned regulatory authorities, including the BSE, for the issue and allotment by the Transferee Company of the New Equity Shares to the members of the Transferor Company pursuant to the Scheme.
14.9 The consideration in the form of New Equity Shares shall be issued and allotted by the Transferee Company in dematerialized form and / or the register of members maintained by the Transferee Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Transferee Company, the relevant depository and/or registrar and transfer agent in terms of Applicable Laws shall (as deemed necessary by the Board of the Transferee Company) be updated to reflect the issue of such Equity Shares by the Transferee Company in terms of this Scheme. Each shareholder of the Transferor Company who holds Equity Shares in the Transferor Company in physical form shall be required to provide requisite details relating to his/her/ its accounts with a depository participant to the Transferee Company prior to the Record Date 2 to enable the Transferee Company to issue Equity Shares to such shareholder in terms of this clause. However, if no such details have been provided to the Transferee Company

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Belevant shareholder(s) holding Equity Shares in the Transferom TRUC

Company in physical form prior to the Record Date 2 or if the details furnished by any shareholder do not permit electronic credit of the shares of the Transferee Company, then the Transferee Company may subject to the Applicable Laws either issue the New Equity Shares in physical form or at its own discretion hold such New Equity Shares in abeyance until the required details are intimated in writing to the Transferee Company or its registrar. Provided that the Board of Directors of the Transferee Company may at its discretion any time after a period of two years from the Effective Date transfer such New Equity Shares kept in abeyance to the Investor Education and Protection Fund.

14.10 The New Equity Shares allotted pursuant to the Scheme shall remain frozen in the depositories system until listing/trading permission is given by the BSE.
14.11 The New Equity Shares to be issued by the Transferee Company pursuant to Clause 13.2 of Part III above in respect of such equity shares of the Transferor Company as are subject to lock-in pursuant to Applicable Law shall be locked-in as and to the extent required under Applicable Law.
14.12 Upon this Scheme becoming effective and upon the New Equity Shares of the Transferee Company being allotted and issued by it to the shareholders of Transferor Company whose names appear on the register of members as a member of the Transferor Company on the Record Date 2 or whose names appear as the beneficial owners of the equity shares of the Transferor Company in the records of the depositories/register of members as on the Record Date 2, the equity shares of Transferor Company, both in electronic form and in the physical form, shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date 2. Wherever applicable, Transferee Company may, instead of requiring the surrender of the share certificates of Transferor Company, directly issue and dispatch the new share certificates of Transferee Company in lieu thereof.

14.13 The New Equity Shares to be issued by the Transferee Company pursuant to Clause 13.2 of Part III above in respect of such equity shares of the Company, the allotment or transfer of which is held in abeyance $\mathbb{E}^{(1)}$

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under Applicable Law shall, pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Transferee Company.

14.14 The New Equity Shares to be issued by the Transferee Company in lieu of the shares of the Transferor Company held in the unclaimed suspense account of the Transferor Company shall be issued to a new unclaimed suspense account created for shareholders of the Transferor Company. The shares to be issued by the Transferee Company in lieu of the shares of the Transferor Company held in the investor education and protection fund authority shall be issued to investor education and protection fund authority in favour of such shareholders of the Transferee Company.

CANCELLATION OF EQUITY SHARES OF THE TRANSFEREE 15. COMPANY HELD BY THE TRANSFEROR COMPANY

15.1 On the Scheme becoming effective, the equity shares held by the Transferor Company in the share capital of the Transferee Company shall, without any further act or deed, stand automatically cancelled and extinguished. Accordingly, the share capital of the Transferee Company shall stand reduced to the extent of face value of shares held by the Transferor Company in the Transferee Company.
15.2 The reduction and cancelation of share capital of the Transferee Company as provided in Clause 15 above shall be effected as an integral part of the Scheme and the orders of the NCLT sanctioning the Scheme shall be deemed to be an order under Section 66 of the Act confirming the reduction and no separate sanction under Section 66 of the Act will be necessary as provided for in the explanation to Section 230(12) of the Act. The Transferee Company shall not be required to add the words 'and reduced' as a suffix to its name consequent upon such reduction.

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BOOKS OF THE THE ACCOUNTING TREATMENT $\mathbf{I}$ N TRANSFEREE COMPANY

Upon the Scheme becoming effective, the Transferee Company shall account ty recognizer of Transferor Company, being in the nature of business

combination of entities under common control, in its books of accounts in accordance with "Pooling of Interest method" as prescribed under Appendix - C of Indian Accounting Standard (Ind AS) 103 - "Business Combination" specified under Section 133 of Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015.

17. PROFITS, DIVIDEND

17.1 The Parties shall be free to utilize profits or income, if any, for any purpose including declaring or paying any dividend / bonus shares in respect of the period falling on and after the Appointed Date.
17.2 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any shareholder of the Parties to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Parties, and if applicable in accordance with the provisions of the Act, be subject to the approval of the shareholders of the respective Parties.

CONDUCT OF BUSINESS TILL EFFECTIVE DATE 18.

With effect from the Appointed Date and upto and including the Effective Date:

18.1 The Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all its properties and assets for and on account of and in trust for the Transferee Company. The Transferor Company undertakes to hold its said assets with utmost prudence until the Effective Date.
18.2 The Transferor Company shall carry on its business and activities with reasonable diligence, business prudence and shall not, except in the ordinary course of business or without prior written consent of the Transferee Company, alienate, charge, mortgage, encumber or otherwise deal with or

dispose of any business or part thereof.

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18.3 All the profits or income accruing or arising to the Transferor Company or expenditure or losses arising or incurred or suffered by the Transferor Company shall for all purposes be treated and be deemed to be accrued as the income or profits or losses or expenditure of the Transferee Company.
18.4 The Transferor Company shall not vary the terms and conditions of employment of any of the employees of the Transferor Company, except in the ordinary course of business or without the prior consent of the Transferee Company or pursuant to any pre-existing obligation undertaken by them upto the Effective Date.
18.5 The Transferor Company and the Transferee Company shall be entitled, pending sanction of the Scheme, to apply to the Central/ State Government, and all other agencies, departments and authorities concerned as are necessary under any law or rules, for such consents, approvals and sanctions, which may be required pursuant to this Scheme.

19. COMBINATION OF AUTHORISED SHARE CAPITAL

19.1 Upon this Scheme becoming effective, the authorised share capital of the Transferee Company shall automatically stand increased without any further act, instrument or deed on the part of the Transferee Company including payment of stamp duty and fees payable to Registrar of Companies, by the authorised share capital of the Transferor Company aggregating to INR 12,60,00,000/- (Indian Rupees Twelve Crores Sixty Lacs only).
19.2 For this purpose, the stamp duties and fees paid on the authorised share capital of the Transferor Company shall be utilized and applied to the increase of authorised share capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and/or fee by the Transferee Company for increase in the authorised share capital to that extent.

19.3 Pursuant to reduction in face value of equity shares as per Clause 5 and increase in the authorized share capital as per Clause 19, the authorized share capital of the Transferee Company would be increased and reclassified

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Particulars	Amount (INR)
Authorised Capital
12,50,00,000 Equity Shares of INR 1/- each	12,50,00,000
1,00,000 Preference Shares of INR 10/- each	10,00,000
TOTAL	12,60,00,000

19.4 Consequently, the Memorandum of Association and Articles of Association of the Transferee Company (relating to the authorised share capital) shall. without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme, whether at a meeting or otherwise, shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13, 14 and 61 of the Companies Act, 2013 and other applicable provisions of the Act would be required to be separately passed.
19.5 Pursuant to reduction in face value of equity shares as per Clause 5 and increase in the authorized share capital as per Clause 19, the relevant provisions of the memorandum of association of the Transferee Company (relating to the authorised share capital) shall, without any requirement of any further act, instrument or deed, be and stand altered, modified and amended as under:

"The Authorised Share capital of the Transferee Company is INR 12,60,00,000 (Rupees Twelve Crores Sixty Lacs) divided into 12,50,00,000 (Twelve Crores Fifty Lacs) Equity Shares of INR 1/- (Rupees One) each fully paid up and 1,00,000 (One Lac) Preference Shares of INR 10/- (Rupees Ten) each fully paid up."

19.6 The Transferee Company shall subject to Clause 19.1, and to the extent required, take all the necessary steps and approvals required to increase its Authorised Share Capital on or before the Effective Date for issuance of the New Equity Shares as per Clause 13.2.

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TREATMENT OF STAFF, WORKMEN AND EMPLOYEES 20.

20.1 Upon the Scheme becoming effective, all staff, workmen and employees of Company, who are in service as on-the Effective Date shall Teror

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become staff, workmen and employees of the Transferee Company, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with the Transferee Company shall not be less favorable than those applicable to them with reference to their employment with the Transferor Company on the Effective Date. The Transferee Company agrees that the services of all such employees with the Transferor Company, up to the Effective Date shall be taken into account for purposes of all retirement benefits to which they may be eligible as on the Effective Date.

20.2 It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund, Superannuation Fund or such other Special Fund, if any, or Trusts (hereinafter collectively referred as 'Funds') created for the benefit of the staff, workmen and employees of the Transferor Company shall, with the approval of the concerned authorities, become Funds of the Transferee Company, or shall be transferred to or merged with other similar funds of the Transferee Company for all purposes whatsoever in relation to the administration or operation of such Funds or in relation to the obligation to make contributions to the said Funds in accordance with the provisions thereof as per the terms provided in the respective Trust Deeds, if any, to the end and intent that all rights, duties, powers and obligations of the Transferor Company in relation to such Funds shall become those of the Transferee Company. It is clarified that the services of the staff, workmen and employees will be treated as having been continuous for the purpose of the said Funds.

LEGAL PROCEEDINGS 21.

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21.2 In case of any litigation, suits, recovery proceedings which are to be initiated or may be initiated by or against the Transferor Company, the Transferee Company shall be substituted and deemed to be party thereto and any payment and expenses made thereto shall be the liability of the Transferee Company.
21.3 From the Appointed Date and until the Effective date, Transferor Company shall defend all legal proceedings, other than in the ordinary course of business, with the advice and instructions of Transferee Company.

$22.$ VALIDITY OF EXISTING RESOLUTIONS

Upon the Scheme becoming effective, the resolutions of the Transferor Company, as are considered necessary by the Board of Directors of the Transferee Company and which are valid and subsisting on the Effective Date shall continue to be valid and subsisting and be considered as resolution of the Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act, or any other applicable statutory law, then the said limits, as are considered necessary by the Board of Directors of the Transferee Company, shall be added to the limits, if any, under like resolutions passed by the Transferee Company and shall constitute the aggregate of the said limits in the Transferee Company.

23.

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CONTRACTS, DEEDS AND OTHER ENTITLEMENTS ETC.

23.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, insurance, letters of intent, undertakings, arrangements, policies, agreements and other instruments, if any, of whatsoever nature pertaining to the Transferor Company, which is subsisting as on the Effective Date, shall be in full force and effect against or in favour of the Transferee Company and may be enforced by or against the Transferee Company as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or oblige or obligor thereto or thereunder.

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necessary, also be party in order to give formal effect to the provisions of this Scheme, if so required or becomes necessary. The Transferee Company shall be deemed to be authorised to execute any such deeds, writings or confirmations on behalf of the Transferor Company and to implement or carry out all formalities required on the part of the Transferor Company to give effect to the provisions of this Scheme.

23.3 All subsisting agreements or arrangements or licenses or permissions or registrations of the Transferor Company relating to the use of patents, patent applications, trademarks (including logos), brands, designs, copyrights, domain names, payment gateways, websites, and or technology and all other intellectual property and rights, shall accrue to and for the benefit of the Transferee Company.
23.4 The Scheme shall not in any manner effect the rights of the creditors, if any, of the Transferor Company, the Transferee Company, in particular the secured creditors shall continue to enjoy and hold charge, if any, upon their respective securities.

SAVING OF CONCLUDED TRANSACTIONS 24.

The transfer of assets, properties and liabilities under Clause 12 above and the continuance of proceedings by or against the Transferor Company above shall not affect any transaction or proceedings already concluded by the Transferor Company on and after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company on behalf of the Transferee Company.

DISSOLUTION OF THE TRANSFEROR COMPANY $25.$

25.1 On the Scheme becoming effective, the Transferor Company shall stand dissolved automatically without winding up in accordance with the provisions of Section 230 and 232 of the Act.

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25.2 Upon the Scheme coming into effect, all the existing shares or share certificates pertaining to the shares of the Transferor Company shall stand

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Board of Directors of the Transferee Company will not be required to approach the shareholders of the Transferor Company to surrender their share certificates after the Scheme becoming effective.

PART IV

GENERAL TERMS AND CONDITIONS

APPLICATION TO NCLT 26.

The Transferor Company and the Transferee Company, if required, shall, with all reasonable dispatch, make applications to the NCLT or such other Appropriate Authority under Sections 230 to 232 and Section 66 of the Act. seeking orders for dispensing with or convening, holding and conducting of the meetings of the respective classes of the members and creditors of the Transferor Company and the Transferee Company as may be directed by the NCLT or such other Appropriate Authority.

MODIFICATION OR AMENDMENTS TO THE SCHEME 27.

27.1 The Transferor Company and the Transferee Company by their respective Boards of Directors ('the Board, which term shall include Committee consent to/make and/or $t_{\Omega}$ any assent thereof) may modifications/amendments to the Scheme or to any conditions or limitations that the NCLT and/or any other Authority under law may deem fit to direct or impose, or which may otherwise be considered necessary, desirable or appropriate, subject to approval of NCLT, as a result of subsequent events or otherwise by them (i.e. the Board). The Transferor Company and the Transferee Company by their respective Board are authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whatsoever for carrying the Scheme, whether by reason of any directive or orders of any other authorities or otherwise howsoever, arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith.
27.2 In case, post approval of the Scheme by the Competent Authority,-there is any confusion in interpreting any Clause of this Scheme, or otherwise, the Board of Directors of the Parties shall have complete power to take the most sensible interpretation so as to render the Scheme operational.

I.M.PABAI Mumbai

arashtr. e nat

Page 33 of 37

(kan mi

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27.3 In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Parties and their respective shareholders and/or creditors, and the terms and conditions of this Scheme, the latter shall prevail.
27.4 If any part of this Scheme is invalid, ruled illegal or rejected by the Competent Authority or any court of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the Parties that such part shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to either the Transferor Company or Transferee Company, in which case the Parties, acting through their respective Boards of Directors, shall attempt to bring about a modification in this Scheme, as will best preserve for the parties, the benefits and obligations of this Scheme, including but not limited to such part, which is invalid, ruled illegal or rejected by the Competent Authority or any court of competent jurisdiction, or unenforceable under present or future Applicable Laws.

FACILITATION PROVISIONS 28.

Date, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Transferor Company are transferred, vested, recorded, effected and/ or perfected, in the records of any Appropriate Authority, regulatory bodies or otherwise, in favour of the Transferee Company, the Transferee Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement.

Notwithstanding anything contained in this Scheme, on or after Effective

OTHER CORPORATE ACTIONS 29.

Nothing in this Scheme shall prevent the Transferee Company, to take any corporate action, including but not limited to issue any further capital, declaration of dividend, convert any convertible debt instrument that is issued by the Transferee Company to any person

Page 34 of 37

or any MUMBAI

۰Ń

TIOA

investors, raising of funds by issue of equity shares and or preference shares and or any convertible or non-convertible securities or instruments or bonus shares or rights offer or in any other manner subject to compliance of the Applicable Laws during pendency of this Scheme before any authority including Hon'ble NCLT.

CONDITIONALITY OF THE SCHEME 30.

This Scheme is and shall be conditional upon and subject to:

30.1 The Scheme being approved by the requisite majority of each classes of shareholders and/or creditors (where applicable) of each of the Parties in accordance with the Act and as may be directed by the Competent Authority, including seeking approval of the shareholders of the Parties through e-voting, as applicable;
30.2 Receipt of no-objection letters by the Parties in respect from the BSE and the MSE in accordance with the LODR Regulations and the SEBI Circulars in respect of the Scheme (prior to filing the Scheme with the Competent Authority as well as following approval of the Scheme by the Competent Authority), which shall be in form and substance acceptable to the Parties, each acting reasonably and in good faith;
30.3 The Scheme being sanctioned by NCLT or any other authority under Sections 230 to 232 and Section 66 of the Act which may be necessary for implementation of this Scheme; and
30.4 The certified copy of the Order of NCLT sanctioning the Scheme is filed with the Registrar of Companies, Maharashtra at Mumbai, by the Parties

The Scheme shall not come into effect unless the aforementioned conditions mentioned in Clause 30 of Part III above are satisfied and in such an event, unless each of the conditions are satisfied, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other person.

Page 35 of 37

EFFECT OF NON-RECEIPT OF APPROVALS 31.

31.1 In the event of any of the said sanctions and approvals referred to in the preceding clause not being obtained and/ or the Scheme not being sanctioned by NCLT or such other competent authority and / or the Order not being passed as aforesaid before 31 December 2025 or within such further period or periods as may be mutually agreed upon between the Transferor Company and the Transferee Company by their respective Board of Directors (and which the Board of Directors of the companies are hereby empowered and authorised to agree to and extend the Scheme from time to time without any limitation), this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

335

31.2 The Transferor Company and the Transferee Company (acting through their respective Boards of Directors) shall be at liberty to withdraw the Scheme in entirety, or to decide not to give effect to any one or more of the Parts contained herein, whether for the reason of any condition or alteration imposed by the Hon'ble Tribunal or any other governmental/regulatory authority not being acceptable to them, or otherwise.
1. SEVERABILITY

If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the Board of Directors or authorised signatories of the Transferor Company and/or the Transferee Company, affect the validity or implementation of the other parts/provisions of this Scheme.

33. MISCELLANEOUS

MUMBA

_MUMSA

33.1 That the Transferor Company shall also take all such other steps as may be necessary or expedient to give full and formal effect to and implement to the provisions of this Scheme.

33.2 Any error, mistake, omission, commission which is apparent and or absurd in the Setemeshould be read in a manner which is appropriate to the intent

and purpose of the Scheme and in line with the preamble as mentioned hereinabove.

33.3 Upon the Scheme coming into effect, the Resolutions, if any, of the Transferor Company, which are valid and subsisting on the Scheme coming into effect shall continue to be valid and subsisting, without any further act, instrument or deed and be considered as resolutions of the Transferee Company and if such resolutions have upper monetary or other limits being imposed under the provisions of the Act, or any other applicable provisions, then the said limits shall be added and shall constitute the aggregate of the said limits in the Transferee Company.

EXPENSES CONNECTED WITH THE SCHEME 34.

34.1 Other than as provided in Clause 34.3 of this Part, all costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) of the Transferor Company and the Transferee Company arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto on or prior to the Effective Date shall be borne by the respective Parties.
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34.2 Other than as provided in Clause 34.3 of this Part, all costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) of the Transferor Company and the Transferee Company arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto after the Effective Date shall be borne by the Transferee Company.
34.3 The Transferee Company shall bear the relevant stamp duty payable on the orders passed by the respective Competent Authority sanctioning the Scheme and all other stamp duty costs in relation to the amalgamation of the Transferor Company with the Transferee Company, including with respect to assignment/ novation of any contracts and properties that are executed after the Effective Date.

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Certified True Copy Date of Application 06/4/1026 $\overline{37}$ Number of Pages_ $185F$ Fee Paid Rs.................................... Applicant called for collection copy on O8/4 1226 Copy Issued on 08/4/1926

Deputy Registrar National Company Law Tribunal, Mumbai Bench

AI assistant

Kedia Construction Co. Ltd. — M&A Activity 2026

63628_rns_2026-04-13_4b6ba0f3-3b2d-47f6-bb0a-fe1010cccc5f.pdf

Kedia Construction Co. Ltd.

CIN No. : 145200MH1981P1C025083

Daret 13/04/2026

Security Code: 508993

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV

with

Pronounced: 06.04.2026

ORDER

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV

Business of the Applicants: $91$

12. Swap Ratio:

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAICOURT -IV

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV

C.P.(CAA)/271/MB/2025 c/w C.A.(CAA)/64/MB/2025

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV

C.P.(CAA)/271/MB/2025 c/w C.A.(CAA)/64/MB/2025

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT $\cdot \mathbf{IV}$

C.P.(CAA)/271/MB/2025c/w C.A.(CAA)/64/MB/2025

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT $\cdot \mathbf{IV}$

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT $\cdot$ IV

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT $\cdot$ IV

C.P.(CAA)/271/MB/2025c/w C.A.(CAA)/64/MB/2025

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV

comply with the rules and regulation made under RERA Act, if applicable.

REDUCTION OF SHARE CAPITAL OF THE TRANSFEREE COMPANY

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV

C.P.(CAA)/271/MB/2025 c/w C.A.(CAA)/64/MB/2025

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT $\cdot$ IV

C.P.(CAA)/271/MB/2025c/w C.A.(CAA)/64/MB/2025

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV

Our reply to $2(m)(ii)$

IN THE NATIONAL COMPANY LAW TRIBUNAL. MUMBAI COURT -IV

Our reply to 2(m)(iii)

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV

C.P.(CAA)/271/MB/2025 c/w C.A.(CAA)/64/MB/2025

SCHEME OF ARRANGEMENT AND AMALGAMATION

BETWEEN

KIRTI INVESTMENTS LIMITED

('KIL' OR 'THE TRANSFEROR COMPANY')

KEDIA CONSTRUCTION COMPANY LIMITED

('KCCL' OR 'THE TRANSFEREE COMPANY')

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

(UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013)

PREAMBLE $(A)$

$\overline{\mathbf{A}}$ विधि $\overline{\mathbf{B}}$

DESCRIPTION OF THE COMPANIES WHO ARE PARTIES TO THE SCHEME

b) Kedia Construction Company Limited or the Transferee Company

OPERATION OF THE SCHEME $(C)$

RATIONALE OF THE SCHEME $(D)$

PARTS OF THE SCHEME $(E)$

PART I

DEFINITIONS AND SHARE CAPITAL

DEFINITIONS $\mathbf{1}$

INTERPRETATION $2.$

$3.$ DATE OF TAKING EFFECT AND OPERATIVE DATE

SHARE CAPITAL $\overline{4}$

PART II

CAPITAL THE REDUCTION OF SHARE OF COMPANY

REDUCTION OF FACE VALUE OF EQUITY SHARES $5.$

REORGANIZATION OF AUTHORISED SHARE CAPITAL 6.

7. ACCOUNTING TREATMENT

8. IMPACT ON EMPLOYEES

9. IMPACT ON CREDITORS

10. IMPACT ON LEGAL PROCEEDINGS

ISSUANCE MECHANICS 11.

PART III

AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

12. TRANSFER AND VESTING

CONSIDERATION 13.

14. ISSUANCE MECHANICS

CANCELLATION OF EQUITY SHARES OF THE TRANSFEREE 15. COMPANY HELD BY THE TRANSFEROR COMPANY

BOOKS OF THE THE ACCOUNTING TREATMENT $\mathbf{I}$ N TRANSFEREE COMPANY

17. PROFITS, DIVIDEND

CONDUCT OF BUSINESS TILL EFFECTIVE DATE 18.

19. COMBINATION OF AUTHORISED SHARE CAPITAL

Kedia Construction Co. Ltd. M&A Activity 2026

Business of the Applicants: $9₁$

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
COURT -IV

C.P.(CAA)/271/MB/2025
c/w C.A.(CAA)/64/MB/2025

C.P.(CAA)/271/MB/2025
c/w C.A.(CAA)/64/MB/2025

C.P.(CAA)/271/MB/2025
c/w C.A.(CAA)/64/MB/2025