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Approval of Resolution Plan - Ludhiana Talwandi Toll Roads Private Limited

National Company Law Tribunal30 July 2026

Ratio decidendi

The rule this decision rests on

The Adjudicating Authority's power under Section 31 read with Section 30(2) is confined to scrutinising whether an approved resolution plan conforms to the statutory requirements of Section 30(2) and the CIRP Regulations; it may not modify a plan which the Committee of Creditors has approved in its commercial wisdom, and where the plan conforms, it must approve it. Once the Resolution Professional has certified compliance with Section 30(2) and the CIRP Regulations, the Committee of Creditors has approved the plan by the requisite voting share, and the plan has provisions for its effective implementation, the Adjudicating Authority is bound to approve the plan, with the consequences that follow from approval under Section 31, including that the moratorium ceases and the plan binds the corporate debtor and its stakeholders. Benefits, reliefs, waivers or concessions sought under a resolution plan are not granted by approval of the plan itself; the successful resolution applicant must seek them from the competent authorities under the applicable law, and any relief not expressly granted in the order is treated as not granted.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

NATIONAL COMPANY LAW TRIBUNAL,MUMBAI BENCH COURT IIIItem No. 01IA(IBC)(PLAN) 52(MB)/2026INC.P. (IB)517(MB)/2023CORAM:SH. HARIHARAN NEELAKANTA IYER MS. LAKSHMI GURUNGMember (Technical) Member (Judicial)ORDER SHEET OF THE HEARING ON 30.07.2026(HEARING THROUGH: HYBRID MODE)

NAME OF THE PARTIES: National Asset Reconstruction Company Limited Acting in its Capacity as A Trustee of Narcl Trust Vs Ludhiana Talwandi Toll Roads Private Limited Appearance For Applicant : Adv. Ashish Parwani i/b Rajani Associates (PH) SECTION 7 OF THE IBC, 2016 ORDER IA(IBC)(PLAN) 52(MB)/2026 This application is listed for pronouncement of order. The same is pronounced in open court, vide a separate order.

Sd/- Sd/- HARIHARAN NEELAKANTA IYER LAKSHMI GURUNG Member (Technical) Member (Judicial) ---Azad---

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH COURT III

I.A. (IBC) (PLAN) 52 of 2026 IN C.P.(IB)/517(MB)/C-III/2023

Under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process of Corporate Persons) Regulations, 2016.

In the matter of: Mr. Vikram Kumar Resolution Professional 513/ A, 5th Floor, Kohinoor City Kiroli Road L.B.S. Marg Off Bandra Kurla Complex Kurla (West), Mumbai – 400070. Also, At: D-46, Hauz Khas Enclave Basement, New Delhi-110016. … Applicant/ Resolution Professional

In the matter of Under Section 7 of the Insolvency and Bankruptcy Code, 2016. National Asset Reconstruction Company Limited (acting in capacity as a trustee of NARCL Trust- 0021). 8th Floor, Birla Centurion Unit No.1 794, Pandurang Budhkar Marg, Worli Mumbai – 400030. … Financial Creditor Vs Ludhiana Talwandi Toll Roads Private Limited. 513/A, 5th Floor, Kohinoor City Kiroli Road L.B.S. Marg Off Bandra Kurla Complex Kurla (West), Mumbai – 400070. [CIN: U45203MH2010PTC211120] … Corporate Debtor

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Order pronounced on: 30.07.2026 Coram: Shri Hariharan Neelakanta Iyer, Ms. Laxmi Gurung Member (Technical) Member (Judicial) Appearances: For the Applicant: Adv. Ashish Parwani, Adv. Gitika Makhija, Adv. Dhwani Shah i/b. Rajani Associates, Mr. Vikram Kumar (RP in person) Per: Shri. Hariharan Neelakanta Iyer, Member (Technical) I.A No. 52/2026: 1. This I.A. is filed by the Resolution Professional (‘the Applicant’) of Ludhiana Talwandi Toll Roads Private Limited (‘the Corporate Debtor’) Under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (‘the Code’), read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process of Corporate Persons) Regulations (‘CIRP Regulations’), seeking the following reliefs:

a) That this NCLT be pleased to pass an order approving the Resolution Plan along with the Addendum as submitted by Successful Resolution Applicant duly approved by the CoC with 100% vote share in its 13th CoC meeting dated May 25, 2026, in accordance with Section 31 (1) of the Code;

b) Declare the order of moratorium dated June 19, 2025, shall cease to have effect in accordance with Section 31(3)(a) of the Code after approval of the Resolution Plan;

c) Declare that the SRA entitled to waivers/ concessions/ reliefs as expressly provided under the Code;

d) Declare that the SRA is entitled to approach relevant authorities/ regulators for specific reliefs/ waivers/ concessions as sought under the Resolution Plan and any other applicable laws in force;

e) That this NCLT be pleased to pass an order directing that in accordance with Section 31(1) of the Code, the approved Resolution Plan shall be binding on the Corporate Debtor

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023 together with its employees, members/shareholders, creditors, guarantors, government authorities and other stakeholders involved in the approved Resolution Plan; and f) Pass such order or further relief(s) as this this Adjudicating Authority may deem fit and proper including such reliefs and concessions stated in the Resolution Plan, if found feasible, in facts and circumstances of the present case. 2. Brief Background

2.1 The National Highway Authority of India (‘NHAI’) invited proposals by its Notice/Request for Qualification dated 10.12.2009, for shortlisting of bidders for construction, operation and maintenance of section from km 92.000 to km 170,000 (approx. 78 km) on the Ludhiana Talwandi Section of National Highway No. 95 (‘NH- 95’) in the state of Punjab for Four Laning on Design, Build, Finance, Operate and Transfer ("DBFOT') basis and shortlisted bidders including, inter -alia, consortium comprising Essel Infraprojects Limited and PAN India Network Limited ("Consortium") with Essel Infra projects Limited as its Lead Member.

2.2 After evaluation of the bids received, NHAI accepted the bid of the Consortium and issued the Letter of Award dated 06.12.2010 in favour of the Consortium. The Consortium promoted and incorporated the Concessionaire Ludhiana Talwandi Toll Roads Private Limited (‘the Corporate Debtor’).

2.3 The NHAI and the Concessionaire executed a Concession Agreement dated 20.01.2011 ("Concession Agreement") for Four - Laning of the Ludhiana to Talwandi Section from km 92.000 to km 170,000 (approx. 78 km) of NH - 95 in the State of Punjab on a DBFOT basis (‘Project’).

2.4 The Concessionaire thereafter commenced execution of the Project. Despite the completion of more than 90% of the Project in the year 2018, the Provisional Commercial Operation Date (‘PCOD’) was I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023 awarded to the Project only on 29.09.2020. Thereafter, from 04.10.2020, the Concessionaire was unable to collect the user fee due to the Farmers protest which led to a complete halt in revenue generation. The suspension of toll due to farmers agitation was also acknowledged by NHAI vide its circular no. 8.3.40.2021 dated 02.07.2021 and the same had been identified as a Force Majeure Event under "Indirect Political Event" which directly resulted into liquidity constraints for the Concessionaire, as a result of which the Concessionaire was unable to achieve Commercial Operation Date (COD') for the Project.

2.5 Furthermore, the Concessionaire issued various communications, including, its letter dated 14.07.2021, requesting NHAI to terminate the Project as the same had become unviable for the Concessionaire, inter alia, due to the continuous suspension of toll collections due to farmer agitation, which hindered the Concessionaire's ability to fulfil its obligations of payment to lenders through toll collection.

2.6 On 31.08.2021, the Concessionaire terminated the Concession Agreement and invoked Clause 34.3 of the Concession Agreement to state that the ongoing Farmer agitation was an Indirect Political Event, which had subsisted for more than 180 days within a continuous period of 365 days. Therefore, the Concessionaire requested NHAI to take over the entire Project in terms of the Concession Agreement. NHAI was also requested to release Termination Payment in accordance with Clause 37.3 of the said Concession Agreement.

2.7 On 28.06.2024, the lenders i.e. Punjab National Bank (Lead Bank), Central Bank of India, Canara Bank, Bank of Baroda, Indian Overseas Bank, assigned the secured debt of the Corporate Debtor to National Asset Reconstruction Company Limited in its capacity as Trustee of NARCL Trust - 0021 (‘NARCL’) by way of an Assignment Deed.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

2.8 Due to the occurrence of Force Majeure event the Corporate Debtor issued Termination Notice dated 31.08.2021, against NHAI. Pursuant to the same on 23.11.2022, the Corporate Debtor has demanded the Termination Payment which is due and payable. Considering the same NARCL invoked Arbitration Clause of Escrow Agreement and have demanded Termination Payment.

2.9 Thereafter, the Applicant also initiated conciliation proceedings with NHAI. In light of the on-going conciliations, the Hon'ble High Court at New Delhi disposed of the arbitration petition (with a liberty to review the same). The Corporate Debtor is presently engaged in an on-going conciliation proceeding with NHAI for settlement of claims/ disputes pertaining to the Project.

Commencement of CIRP: 3. Upon an application filed by the National Asset Reconstruction Company Limited (‘Financial Creditor’) under Section 7 of the Code, this Tribunal vide order dated 19.06.2025 admitted the Corporate Debtor into Corporate Insolvency Resolution Process (‘CIRP’) and the Applicant was appointed as the Interim Resolution Professional (‘IRP’).

Public Announcement: 4. The IRP made a public announcement dated 20.06.2025 under Regulation 6 of the IBBI (CIRP) Regulations, 2016 which was published on 21.06.2025 to invite claims from the creditors of the Corporate Debtor in newspapers namely, Business Line (English) and Prathakal (Marathi) and Financial Express (English) and Daily Suraj (Punjabi) of Chandigarh Edition. After receiving claims, the IRP prepared a list of Creditors and constituted the Committee of Creditors (‘CoC’) on 11.07.2025. The CoC consisted of the following:

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

SN Name of the Creditor Amount claimed (Rs.) Amount Voting Admitted (Rs.) Share 1. National Asset 932,13,65,059 932,13,65,059 76.33 Reconstruction Company Limited 2. India Infrastructure 289,03,03,098 289,03,03,098 23.67 Finance Company Limited Total 1221,16,68,157 1221,16,68,157 100%

First CoC Meeting: 5. The First CoC was held on 18.07.2025 wherein it was resolved to appoint the IRP as the Resolution Professional (‘RP’).

Invitation of Expression of Interest: 6. The RP published Form G, inviting Invitation for Expression of Interest (‘EOI’) on 16.08.2025, in accordance with Regulation 36 (A) (1) of the CIRP Regulations in newspapers namely Business Line and Pratahakal (Mumbai Edition) on 16.08.2025 and Financial Express and Daily Suraj (Chandigarh Edition) on 18.08.2025.

Appointment of Registered Valuers 7. The Applicant on 31.07.2025 appointed registered valuers for each category of assets to determine the Fair Value and Liquidation Value of the assets of the Corporate Debtor in accordance with Regulation 35 of the CIRP Regulations. The Valuers appointed with their valuation are given below:

Sr. Name of the IBBI Registration No. Category No Valuer/ RVE 1. AAA Valuation IBBI/RV/06/2020/13509 Securities or Financial Professionals LLP. Assets. 2. Resolute Valuers & IBBI/RV-E/02/2019/104 Land and Building & Consultants Private Securities or Financial Limited Assets. 3. Valecs Ecotech IBBI/RV-E/02/2022/178 Land and Building. Private Limited

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

The Applicant submits that the Average Fair Value of land and building and Securities and Financial Assets is Rs. 416,20,71,068/- and Average Liquidation Value of land and building and Securities and Financial Assets is Rs. 344,53,52,361/-The Valuation Reports are annexed as Annexure-1 (Colly) to the Additional Affidavit dated 20.07.2026.

Request for Resolution Plans 8. The Applicant issued final list of PRAs’ on 12.10.2025 which was further revised and issued on 01.01.2026, Information Memorandum (‘IM’) on 19.09.2025 and Evaluation Matrix ('EM') 17.10.2025 and Request for Resolution Plan (‘RFRP’) dated 17.10.2025 to the PRAs.

Re-issue of Expression of Interest 9. The Applicant received resolution plan from five prospective resolution applicants (PRAs). The said resolution plans received from the prospective resolution applicants were rejected by the CoC due to the same not being commercially viable. The CoC, thereafter, in its sixth meeting held on 21.11.2025 approved the issue of a Fresh Form G. Accordingly, the Applicant issued Fresh Form-G on 22.11.2025, in Business Line and Pratahakal (Mumbai Edition) and Financial Express and Daily Suraj (Chandigarh Edition) wherein the last date of submission of EOI was 07.12.2025.

10. In response the Applicant received resolution plans from four PRAs. The timeline for submission of Resolution Plans was extended from 20.03.2026 to 30.03.2026, Accordingly revised resolution plans were received from the PRAs on 30.03.2026. Thereafter, vide email dated 17.04.2026 a final opportunity was provided to all the PRAs to submit their final resolution plans on or before 23.04.2026. The resolution plans received from the PRAs were discussed in Twelfth CoC Meeting held on 24.04.2026. Pursuant to the modifications communicated by the RP, the final compliant resolution plans were received on 16.05.2026.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Approval of the Resolution Plan. 11. In the Thirteenth CoC Meeting held on 25.05.2026 the plans received from PRA’s were put to vote on 26.05.2026 at 11.05 am which concluded on 03.06.2026 at 10.00pm. The CoC unanimously with 100% voting approved Resolution Plan along with Addendum dated 16.05.2026 submitted by AIPL-SIPL (JV) (‘Successful Resolution Applicant’).

12. Pursuant thereto the Applicant issued Letter of Intent (‘LoI’) in favour of Successful Resolution Applicant (‘SRA’) on 03.06.2026.

Extension of CIRP Period 13. It is submitted that extension of CIRP period was granted by this Tribunal from time to time and the Resolution Plan has been filed in 358 days after commencement of CIRP.

14. Brief background of the Successful Resolution Applicant:

14.1 The Successful Resolution Applicant that is a joint venture formed between Agrawal lnfrabuild Private Limited and Silica Infra Private Limited collectively referred as (‘AIPL- SIPL (JV)’).The joint venture has been constituted with Agrawal Infrabuild Private Limited (‘AIPL’) as the lead partner holding 50% equity interest and Silica Infra Private Limited (‘SIPL’) as the other member holding the balance 50% equity interest, with both entities being established players in the field of road and civil construction.

14.2 AIPL is an ISO 9001:2015 certified company, originally constituted upon conversion of M/s Agrawal Construct ion Co. (a partnership firm) into a private limited company on 08.02.2006 under the Companies Act, 1956, and is engaged in the business of largescale infrastructure and construction works. Its portfolio includes major road construction and related infrastructure projects executed with a focus on quality, timely delivery and adherence to client specifications, supported by qualified and skilled employees and modem construction equipment.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

14.3 SIPL, was incorporated on 07.07.2020 as a private limited company under the Companies Act, 2013, is engaged primarily in civil construction, with its registered office at Plot No. 32, Second Floor, Community Centre, Basant Lok, Vasant Vihar, New Delhi - 110057. The shareholding of SIPL is led by Silica Industries Limited (75%), followed by Mr. Amrendra Kumar (20%) and Mr. Abhinav Mayank (5%), reflecting a concentrated and identifiable promoter and management group with direct control over voting rights. SIPL's directors, including Mr. Amrendra Kumar and Ms. Alka Singh, bring experience in infrastructure, energy and road projects across several states, and the company has been actively involved in renewable energy, bridges, flyovers, highways, and associated infrastructure segments the rough the Silica group platform.

Performance Guarantee 15. The Applicant has submitted a Performance guarantee to the extent of Rs. 40,00,00,000/- which includes Rs. 35,00,00,000/- as Bank Guarantee and Rs.5,00,00,000 as Demand Draft. The details of Performance Guarantee and Demand draft are as follows:

Details of first Bank Details of Second Bank Details of demand draft Guarantee Guarantee Amount: Amount: Rs.15,00,00,000 Amount: Rs.5,00,00,000 Rs.20,00,00,000 BG Number: BG Number: DD Number: 001699 0480326BGOY00460 0480326BGOY00461 Date of issue: Date of issue: 10.06.2026 Date of DD: 10.06.2026 09.06.2026 Validity: 07.12.2026 Validity: 07.12.2026 Closing Date 16. Closing date means the date on which all payments required to be made by the Resolution Applicant under the Resolution Plan have been duly completed, which date shall in any event not be later than ninety (90) calendar days from the Effective Date.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Effective Date 17. The Applicant on query raised by this Tribunal during the course of hearing on 18.06.2026 has submitted an additional affidavit dated 24.06.2026 stating that Effective date shall be the date on which the order of the Adjudicating Authority approving the Resolution Plan under Section 31 of the Code is uploaded on the website of the NCLT. However, the effective date shall be the date of approval of order by the Adjudicating Authority.

18. Payments to stakeholders Payment of The Applicant proposes to pay a maximum amount of CIRP Cost Rs.1,50,00,000/- within 30 days from the Effective Date. The CIRP Cost over and above the said amount shall be adjusted against the upfront payment proposed to the Secured Financial Creditors. The Applicant shall pay CIRP Cost in priority over all other creditors.

Payment to The Resolution Applicant proposes to settle the claims of the Financial Secured Financial Creditors by payment of an aggregate amount Creditors of Rs.3,97,90,46,557/- (‘the Settlement Amount’) against the admitted claim of Rs.12,21,16,68,157/-

The Applicant proposes to make payment of the Settlement Amount in two tranches.

i. The first tranche (‘Tranche I Payment’) shall comprise an upfront cash payment of Rs. 1,00,00,00,000/- to be made on the Tranche I Payment Date i.e. within 30 days from the Effective Date.

ii. The second tranche payment of Rs.2,97,90,46,557/- (‘Tranche II Payment’) shall be paid on the Closing Date i.e. within 90 days from the Effective date.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Payment to The Applicant proposes to pay an amount of Rs.20,00,000/- Operational against total admitted claims of Rs. 1,68,47,890/- to the Creditors (other Operational Creditors (other than the Workers and Employee than the Dues and the Statutory Dues) within 30 days from the effective Workers and Date. Employee Dues and the Statutory Dues) Payment to The Applicant proposes to pay an amount of Rs.25,19,540 Statutory Dues against total admitted claims of Rs. Rs.25,19,540/- towards the (Claims by claim of Statutory Dues within 30 days from the effective Date. Government Authorities) Payment to The Applicant proposes to pay an amount of Rs.4,33,903/- Employees against the total admitted claim of Rs. Rs.4,33,903/- towards Provident Fund the claim of Employees within 30 days from the effective Date. dues Infusion of The Applicant proposes to infuse an amount of Rs.10,00,000/-working capital towards working capital within 30 days from the effective Date.

Additional Affidavit dated 20.07.2026 19. In response to the queries of this Tribunal the Applicant has filed additional affidavit dated 20.07.2026 bringing on record the valuation reports for each category of assets and stating as follows,

19.1 The Valuation Reports for each category of assets is placed on record.

19.2 The entire resolution Plan amount of Rs.400,00,00,000/- shall be paid in two tranches:

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Tranche 1: (In Rs.) CIRP Cost Within 30 days from Effective 1,50,00,000 or Date. Actuals Payment to Operational Within 30 days from Effective 29,53,443 Creditors Date (Government Dues) Payment to Operational Within 30 days from Effective 20,00,000 Creditors (other than Date employees and government dues) Secured Financial Within 30 days from Effective 100,00,00,000 Creditors (Upfront Date Payment) Infusion for working Within 30 days from Effective 10,00,000 capital or capex Date Total 1,02,09,53,443 Tranche II Secured Financial Creditors Within 90 days 297,90,46,557 (Balance Payment) from Effective Date Total 297,90,46,557 19.3 With regards to I.A.5947 of 2025 filed by Mr. R S Balasubramanyam, under Section 66 with respect to CIRP of of Essel Ahmedabad Godhra Toll Roads Limited the Corporate Debtor has been arrayed as the Respondent No.7 for alleged transaction of Rs.6,33,371/- and it is submitted that that Mr. R S Balasubramanian, acting on behalf of Essel Ahmedabad Godhra Toll Roads Limited, had filed a claim in Form C as a financial creditor for an amount of Rs.6,33,371. Pursuant thereto, the Applicant called upon Mr. R S Balasubramanyam to furnish additional documents and particulars for the purpose of verification and substantiation of the said claim. However, the requisite information and supporting documents were not furnished therefore the claim was rejected.

19.4 It is submitted that Mr. R S Balasubramanian has not challenged the rejection of this claim before this Bench and consequently, the matter of rejection of his claims has attained finality. In view thereof, it is I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023 submitted that no amount is due and payable to Essel Ahmedabad Godhra Toll Roads Limited by the Corporate Debtor or the Successful Resolution Applicant under the Resolution Plan.

20. I.A.1888 of 2026

20.1 We note that Applicant has filed Interlocutory Application No. 1888 of 2026 seeking condonation of delay in filing of claim by some Operational Creditors and to include them in the list of Creditors which is pending before this Adjudicating Authority. It is also noted that this is the only I.A. pending in the Company Petition. The details of claims received by the Resolution Professional are as follows:

Sr. Date of Name of the Category Amount Amount No receipt of Creditor Claimed Admitted claim (Rs.) (Rs.) 1. 27.10.2025 Vicky Goyal Operational 140,00,000 81,14,003 (M/s. Vicky Creditor Builders) ‘(Other than 2. 03.11.2025 AR Toll ways workmen and 86,30,435 86,30,435 Private employees and Limited Government Dues 3. 01.12.2025 Employees Operational 4,33,903 4,33,903 Provident Creditor Fund (Government Organisation Dues) Total 2,30,64,338 1,71,78,341

20.2 We note that the Resolution Professional has already included the aforesaid creditors in the List of operational creditors and the provisions has been made in the Resolution Plan against their admitted claims. Schedule 4 and 5 of the resolution Plan is reproduced as under: Schedule 4 List of Statutory Dues Sr.No Party Admitted Amount (INR) Amount Offered (INR) 1. Income Tax 25,19,540 25,19,540 Department

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

2. Employees 4,33,903 4,33,903 Provident fund Organisation

Total 29,53,443 29,53,443 Schedule 5 List of Operational Creditors (other than Workmen & Employee Dues and Statutory Dues) Sr.No Party Admitted Amount (INR) Amount Offered (INR) 1. Garg Enterprises - - 2. MUFG Intime India - - Private Limited 3. Axis Trustee 1,03,452 12,281 Services Limited 4. Vicky Goyal (M/s 81,14,003 9,63,207 Vicky Builders) 5. AR Tollways Private 86,30,435 10,24,512 Limited Total 1,68,47,890 20,00,000

20.3 Since the claims mentioned in the I.A. have been already admitted as Operational Creditors and provision has been made in the Resolution Plan against their admitted claim, we feel that no prejudice will be cause to the claims mentioned in the I.A.1888 of 2026 if the Resolution Plan is approved before the Interlocutory Application is disposed of.

Affidavit under Section 29A of the Code 21. The SRA has submitted an Affidavit dated 17.11.2025 regarding eligibility of the Resolution Applicant under Section 29A of the Code along with the Resolution Plan which is annexed to the Additional Affidavit dated 22.06.2026 as Exhibit 3 stating that Successful Resolution Applicant nor any other person who is a connected person (as defined under the IBC) are ineligible under Section 29 A of the IBC. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Monitoring Committee 22. The Monitoring Committee shall comprise of 3 (three) persons; (i) One Representative of Financial Creditor having highest voting share in the Committee of Creditors. (ii) One Representative of the Resolution Applicant. (iii)Resolution Professional acting as the Monitoring Agent.

Management and control of the Corporate Debtor 23. The plan states that, upon approval of this Resolution Plan by the Adjudicating Authority, and upon implementation on the Tranche I Payment Date, the management and control of the Corporate Debtor shall vest in the Resolution Applicant. From the Tranche I Payment Date, the Resolution Applicant shall be entitled to exercise full rights of ownership, management and control over the Corporate Debtor, including all powers exercisable by the shareholders and the Board of Directors under Applicable Law. The Resolution Applicant shall constitute the board of directors in accordance with Applicable Law upon the Tranche I Payment Date.

Compliance Certificate in Form – H 24. The Applicant has filed Form H along with the Application. However, the same had some discrepancies, therefore the Applicant during the course of hearing on 18.06.2026 sought time to file revised Form H. Accordingly the Applicant vide Additional Affidavit dated 22.06.2026 has placed on record revised Form H. Extract of some of the important clauses of the Form H are set in below: 1. The details of CIRP are as under: Sr. Particulars Description Ludhiana Talwandi Toll Roads Private 1. Name of the CD Limited 2. Date of Initiation of CIRP 19.06.2025 3. Date of Appointment of IRP 19.06.2025 4. Date of Publication of Public 21.06.2025 Announcement 5. Date of Constitution of CoC 11.07.2025

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

6. Date of First Meeting of CoC 18.07.2021 7. Date of Appointment of RP 18.07.2021 Date of Appointment of Registered 31.07.2025 8. Valuers Date of Issue of Invitation for EoI (In case of multiple issuance of EoI, please Form G was published on 16.08.2025 in specify all such dates) Business Line and Pratahakal (Mumbai Edition) and on 18.08.2025 in Financial Express and Daily Suraj (Chandigarh Edition). 9. Fresh Form G was published on 22.11.2025 in Business Line and Pratahakal, (Mumbai Edition and in Financial Express and Daily Suraj (Chandigarh Edition). Date of Final List of Eligible 01.01.2026 10. Prospective Resolution Applicants 11. Date of Invitation of Resolution Plan 06.01.2026

Last Date of Submission of Resolution 12. 23.04.2026 Plan 13. Date of submission of Resolution Plan 23.04.2026 to the RP 14. Date of placing the Resolution Plan 25.05.2026 before the CoC 15. Date of Approval of Resolution Plan by 03.06.2026 CoC 16. Date of Filing of Resolution Plan with 12.06.2026 Adjudicating Authority 17. Date of Expiry of 180 days of CIRP 16.12.2025 Date of order: 08.12.2025 passed in IA (CIRP Period extended upto 16.03.2026 i.e. by period of 90 days from 16.12.2025) Date of each order extending the 18. period of CIRP on request filed by RP Date of order: 12.03.2026 passed in IA (CIRP Period extended upto 15.06.2026 i.e. by a period of 90 days from 16.03.2026) 19. Date of Expiry of Extended Period of 15.06.2026 CIRP

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

20. Fair Value INR 416,20,71,068 INR 344,53,52,361 21. Liquidation Value 22. Number of Meetings of CoC held 14 IB. (i) Whether Application for approval of Resolution Plan filed within 180 days of CIRP initiation – No. (ii) Number of days beyond 180 days taken for filing application for resolution plan – 178 days. (iii) Reasons for delay – The Resolution Plans were under consideration and negotiations before the members of the CoC. 2. I hereby certify that- (i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC / Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force. (ii) the Resolution Applicant AIPL -SIPL (JV) has submitted an affidavit pursuant to Section 30(1) of the Code confirming its eligibility under Section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order. (iii) the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100% of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations. or I sought vote of members of the CoC by Electronic Voting System which was kept open for at least 24 hours as per regulation 26- The E-Voting was open from Tuesday, 26 May 2026 -11:00 A.M. to Wednesday, 3rd June 2026 -10:00 P.M. 3. The details and documents related to the successful resolution applicant are as under: S Particulars Description r. 1. Name of Successful Resolution AIPL-SIPL (JV) Applicant (SRA) 2. Nature of Business of SRA The present SRA is a joint venture of Agarwal Infrabuild Private Limited and Silica Infra Private

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Limited (AIPL- SIPL). AIPL’s portfolio includes major road construction and related infrastructure projects and SIPL' s Portfolio includes infrastructure, energy and road projects across several states, and the company has been actively involved in renewable energy, bridges, flyovers, highways, and associated infrastructure segments through the Silica group platform. 3. Relationship status of SRA with Not Applicable CD, if any 4. Whether SRA is eligible to Not Applicable submit plan under 240 A of IBC in case of MSME CD 5. Due Diligence Certificate of the Yes - Attached to this Form H as Annexure - 1 RP u/s 29 A of IBC for the SRA 4. The details of CIRP, and resolution plan are as under: Sl Particulars Description 1. Whether No Corporate Debtor is an MSME, if so, Date of obtaining MSME registration (pls attach copy of registration certificate) 2. Business of The CD is in the business of Road Projects and National Highway the CD Authority of India had issued the Letter of Award dated 06.12.2010 in favour of the M/ s. Essel Infra projects Limited and PAN India Network Limited (‘Consortium’) with M/ s. Essel Infraprojects Limited as its Lead Member. The Consortium promoted and incorporated the Ludhiana Talwandi Toll Roads Private Limited (Formerly known as Essel Ludhiana Talwandi Toll Roads Private Limited. 3. Total Sr. Description Principal Interest Total admitted No (Amount in (Amount in (Amount in INR) claims INR) INR) 1. Corporate NA NA NA Guarantee Claims 2. Other than 544,94,45,791 678,20,23,699 1223,14,69,490 Corporate

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Guarantee Claims 4. Resolution Plan Value INR 400,00,00,000 (Indian Rupees Four Hundred Crores) (including insolvency resolution process cost, infusion of funds, etc.) (In the case of real estate CDs, provide the monetary value of flats etc. given to Allottees) 5. Voting 100% percentage (%) of CoC in favour of Resolution Plan. 5. Details of implementation of the Resolution Plan: Sl. Particulars Description No 1. Amount of INR 35,00,00,000 (Indian Rupees Thirty-Five Crores Only) Performance valid for a period of approximately 6 (six) months. In addition to the Bank Guarantees, the SRA has provided a Demand Guarantee furnished Draft for INR 5,00,00,000 Indian Rupees Five crores only) by SRA (in Rs.) and towards performance security. its validity 2. Sources of Funds (in Total Fund Infusion of INR 400,00,00,000 brief) Equity Infusion INR 10,00,000 shall be infused by way of infusion of funds from internal sources and raising debt from external sources. Promoter Loan/Quasi Equity: INR 399,99,00,000 shall be infused by way of Promoter Loan/Quasi Equity. (Refer to Clause 3.2.4 of the Resolution Plan)

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

3. Capital restructuring Shareholding: and management of Upon complete implementation of the resolution plan, The the Corporate Debtor Resolution Applicant envisages acquisition of 100% post approval of shareholding of the Corporate Debtor by the Resolution resolution plan (in Applicant. brief including shareholding Management of the CD: proposed to be With effect from the Trance 1 payment date, transferred in favour (a) The existing Board of Directors of the Corporate Debtor of SRA shall stand reconstituted. b) The Resolution Applicant shall have the right to nominate and appoint new directors in accordance with Applicable Law. (Refer Section 8.1 of the Resolution Plan) 4. Term and The term of the Plan is 90 days from the Effective Date. The implementation of manner of implementation of the Resolution Plan has been the Plan (in brief) specified in Schedule I- Part A, and the Implementation Schedule has been specified in Part B of the resolution plan. Refer Schedule I - Part A and Part B of the Resolution Plan. 5. Details of monitoring committee (in brief) The Monitoring Committee (‘MC’) shall be formed from the Effective Date and shall continue until Closing Date. The MC shall comprise of 1 (One) Representative of Financial Creditors having highest voting share, 1 (One) representative having nominated by the Resolution Applicant and the Resolution Professional acting as the Monitoring Agent (‘RP’). (Refer Section 9 of the Resolution Plan) 6. Effective date of Effective Date shall mean the date on which the order of the resolution plan Adjudicating Authority approving this Resolution Plan under implementation Section 31 of the Insolvency and Bankruptcy Code, 2016 is uploaded on the website of the NCLT.

6. The list of financial creditors of the Ludhiana Talwandi Toll Roads Private Limited (CD) being members of the CoC and distribution of voting share among them is as under: Sr. Name of the Creditor/ Voting Voting for Resolution Plan (Voted for CoC Member Share /Dissented / Abstained) (%) 1. National Asset 76.33 Voted for Reconstruction Company Limited

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

2. India Infrastructure 23.67 Voted for Finance Company Limited 7A. Realisable Amount: Sl. Particulars Description No. 1. Total Realisable amount under the plan (In case of Resolution Plan Value is INR real estate CDs, provide the monetary value of flats 400,00,00,000 (Indian Rupees etc. given to Allottees. Four Hundred Crores) 2. Fair Value INR 416.21 Crores 3. Liquidation Value 344.54 crores 4. Percentage (%) of realisable amount to Fair Value 96.11% 5. Percentage (%) of realisable amount to Liquidation 116.10% Value 6. Percentage (%) of realisable amount to Principal 73.40% amount 7. Percentage (%) of realisable amount to Total 32.70% admitted claims 8. Percentage (%) of realisable amount to Other than -admitted Corporate Guarantee claims

7B. Details of Realizable amount: (Amount in Rupees) Category Amount Amount Realisable Amount Payment and Claimed Admitted Amount under realizable schedule Sub-the Plan # in the category of plan to stakeholder amount admitted (%) CIRP Cost NA NA 1,50,00,000 NA Within 30 days from the Effective Date.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Secured 12,21,16,68 ,157 12,21,16,68,157 3,97,90,46,557 32.58% INR 100.00 Financial Crores on Creditors Trance I - Creditors Payment not i.e. within having a right 30 days to vote under from sub-section Effective (2) Date and of section 21 Balance on the Closing Date (i.e., within 90 days from -Dissenting NIL NIL NIL NIL Effective Date) -Assenting 100% Unsecured 6,33,371 NIL NIL NIL NA Financial Creditors -Creditors not having a right to vote under subsection (2) of section 21 Government 25,19,540 25,19,540 25,19,540 100% Within 30 Dues (from days from Income Tax the Department Effective Date iii) Employees 4,33,903 4,33,903 4,33,903 100% Within 30 Provident days from Fund dues the Effective Date.

iv) Other 8,50,17,596 1,68,47,890 20,00,000 11.87% Within 30 Operational days from creditors the Effective Date Sub-Total 12,30,02,72,567 12,23,14,69,490 3,99,90,00,000 32.70% Infusion for - - 10,00,000 NIL Within 30 working days from capital the Effective Date Gross Total 12,30,02,72,567 12,23,14,69,490 400,00,00,000

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

9. Steps to be taken by the concerned parties post approval of resolution plan by AA: As provided in the resolution plan at Schedule I Part B (Implementation Schedule) of the Resolution Plan. 10. Details of Income Tax losses carry forward under Section 79(2) of the Income Tax Act 1961, if any The details of income Tax losses carry forward under Section 79(2)(c) of the Income Tax Act, 1961 is as under: Assessment Year Business Loss available for set off 2021-2022 93,54,045.00 2023-2024 1,08,869.00 2024-2025 11,800.00 Total 94,74,714.00 11. Amount of Regulatory fee payable (0.25%) to the Board under Regulation 31 A-: INR 99,60,000 (Indian Rupees Ninety-Nine Lakhs Sixty Thousand Only) and affidavit to the said effect is submitted by the SRA to the Resolution Professional. 12. Status of Preferential, Undervalued, Fraudulent and Extortionate transactions and how these are dealt in the resolution plan, if any: As per the Resolution Plan, the Secured Financial Creditors shall retain the right to receive proceeds arising out of the avoidance proceedings. However, during the CIRP considering that the project activities of the Corporate Debtor were terminated in the year 2021 and no major business operations or financial transactions have taken place thereafter, and upon examination of the available records and information of the Corporate Debtor, the RP formed an opinion that no transactions requiring filing of an application under Sections 43, 45, 50 or 66 of the. Code are presently identifiable within the statutory look-back period prescribed under the Code and the same has been recorded in the minutes of the meeting of the CoC of the Corporate Debtor.

13. If resolution Plan submitted by suspended directors/ promoters of CD, Any PUFE applications against the suspended directors are pending, if so the details of the same- Not Applicable.

14. Details of other IAs pending against the Corporate Debtor:

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Sr. Appellant/ Applicant Respondent Amount Reference Year Brief details of No Involved the case 1. R.S.Balasubramanyam, Corporate Rs.6,33,371 I.A. 5947 2025 The RP has filed Resolution Professional Debtor this application of 2025 of Essel Ahmedabad for recovery of Godhra Toll Roads funds allegedly Limited. retained by the Corporate Debtor as proceeds of Avoidance Transaction. 16. Whether the Resolution Plan is subject to any contingency/ condition -No.

17. The Resolution Plan has been filed 358 days after the commencement of CIRP (in terms of Section 12 of the Code).

Declarations with respect to compliances of provisions under Code and Regulations:

(i) I Vikram Kumar hereby certify that- (i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) including the provisions and Regulations as per the table below: Section of Requirement with respect to the Compliance and Relevant the Code/ Resolution Plan Clause of Resolution Plan Regulation No. Section The Resolution Applicant meets the Yes 25(2)(h): criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD. Section 29A: The Resolution Applicant is eligible to Yes submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority.

Section 30 (1) The Resolution Applicant has submitted Yes an affidavit stating that it is eligible. Affidavit has been provided.

Section 30 (2) The Resolution Plan- Yes

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023 (a) provides for payment of insolvency Clause 3.1 (a) (i)-Page No. 31 resolution process costs. Yes (b) provides for the payment of the debts Clause 3.1(b), (c) and (d) of operational credit.

(c) provides for the payment to the Yes financial creditors who did not vote in Clause 3.1(e) favour of the resolution plan? Yes (d) provides for the management of the Clause 8 of the Resolution affairs of the Corporate Debtor. Plan Yes (e) provides for implementation and Clause 9 and Schedule I supervision of the resolution plan? (Part-A and Part-B) of the Resolution Plan.

Yes (f) Does not contravene any of the Clause 10 of the provisions of the law for the time Resolution Plan being in force? Section 30(4) a) The Resolution Plan is feasible and viable, according to the CoC. Yes (As discussed in the 14th CoC meeting held on 05.06.2026) Yes, Approved with 100% (b) has been approved by the CoC with voting share. Voting result of 66% voting share? the 13th CoC meeting is enclosed. Section 31(1) The Resolution Plan has provisions for its Yes effective implementation Plan, Clause 9 and Schedule I according to CoC. (Part-A and Part-B) of the Resolution Plan. Regulation The amount due to the operational Yes 38(1) creditors under the resolution plan has Clause 3.1 been given priority in payment over financial creditors.

Regulation The resolution plan includes a statement Yes 38 (1A) as to how it has dealt with the interests of Clause 3.1(b) to (h) all Stakeholders.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Regulation Neither the Resolution Applicant nor any Yes 38 (1B) of its related parties has filed to Clause 10 implement or contributed to the failure of implementation of any resolution plan approved under the Code. If applicable the Resolution Applicant has submitted the statement giving details of such non-implementation.

Regulation The Resolution Plan 38(2) provides: (a) the term of the plan and its Yes implementation schedule. Schedule 1 Part B (b)for the management and control of the Yes business of the corporate debtor during its Clause 9 term.

(c) adequate means for supervising it Yes implementation? Clause 9

Regulation The resolution plan demonstrates that- 38(3) (a) It addresses the cause of default. Yes Clause 13.1 (b) It is feasible and viable. Yes Clause 4.6 (c)It has provisions for its effective Yes implementation. Clause 9 and Schedule I (Part-A and Part-B) of the Resolution Plan (d) It has provisions for approvals required Yes and the time for the same. Clause 14.2 (e)The Resolution Applicant has the Yes capacity to implement the Resolution Clause 2.3 Plan? Regulation Whether the RP has filed applications in NA 39 (2) respect of transactions observed, found or determined by him? Regulation Provide details of performance security Yes 39 (4) received, as referred to in sub-regulation Performance Bank (4A) of regulation 36B) Guarantee dated

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

09.06.2026 for Rs.20.00 Crs issued by SBI.

Performance Bank Guarantee dated 10.06.2026 for Rs. 15.00 Crs issued by SBI. Demand Draft for Rs. 5.00 Crs. In total amounting to INR 40,00,00,000 (Indian Rupees Forty Crores Only).

25. On perusal of the Resolution Plan and FORM H, we find that the Resolution Plan, inter-alia provides for the following: a) Payment of CIRP Cost as specified under Section 30(2)(a) of the Code. b) Payment of Debts of Operational Creditors as specified under Section 30(2)(b) of the Code. c) For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified under Section 30(2)(c) of the Code. d) The implementation and supervision of Resolution Plan by the RP and the CoC as specified under Section 30(2)(d) of the Code.

26. The RP has complied with the requirement of the Code in terms of Section 30(2)(a) to 30(2)(f) and Regulations 38(1), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3), 39(2), 39(4) of the Regulations and the Resolution Plan is not conditional.

27. In K Sashidhar v. Indian Overseas Bank & Others (2019) 12 SCC 150, the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements

28. In Committee of Creditors of Essar Steel India Limited through Authorised Signatory Vs. Satish Kumar Gupta & Ors (2020) 8 SCC 531, the Hon’ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom has approved.

29. In view of the law laid down by Hon’ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval / rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI Regulations including the requirement under Section 30 (2) of the Code, the Resolution Plan submitted by AIPL-SIPL (JV) is hereby approved, subject to the following order/ directions:

i. The Affidavits dated 22.06.2026, 20.07.2026, Addendum dated 16.05.2026 along with clarifications and undertakings by the SRA and RP are taken on record and shall form part of the Resolution Plan.

ii. The Applicant proposes to pay an amount of Rs. 1,50,00,000/-towards CIRP Cost. Any amount over and above Rs. 1,50,00,000/- shall be adjusted against the upfront payment proposed to the Secured Financial Creditors.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023 iii. The payment of CIRP Cost and payment towards the dues of Operational Creditors shall be made in priority over the payment to Financial Creditors. The priority of payment shall be as per the provisions of the Code.

iv. The Successful Resolution Applicant shall keep the Performance Bank Guarantee valid till the full implementation of the Resolution Plan.

v. The Effective Date shall be the date of approval of order by the Adjudicating Authority.

vi. Once the resolution plan is approved by the Adjudicating Authority, it shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority, to who a debt under any law are owned.

vii. The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall review operational performance of the Corporate Debtor.

viii. The Resolution Professional is directed to handover all records, premises / documents to Resolution Applicant for starting of the operation as contemplated under the Resolution Plan. The Resolution Applicant shall have access to all the records premises / documents through Resolution Professional to finalise further line of action for starting of the operations.

ix. The Resolution Professional has certified that the Resolution Plan complies with all the provisions of the Code and the CIRP Regulations and does not contravene any of the provisions of law. It is also certified that the SRA is not ineligible under Section 29 A of the Code to submit the Resolution Plan and that the said Resolution Plan has been approved by the CoC by 100% voting in I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023 accordance with the provisions of the Code and the CIRP Regulations made thereunder.

x. Though, it is certified by the Resolution Professional that the Resolution Plan does not contravene any provision of law for the time being in force in terms of Section 30(2)(e) of the Code, it is made clear that in case of any inconsistency between any law for the time being in force and the provisions of this Resolution Plan, the provisions contained in the law shall prevail unless relaxed in terms of this Order.

30. Reliefs and Concessions: a) In terms of the Judgement of Hon’ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited, on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not part of Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect of a claim which is not a part of the Resolution Plan.

b) It is further clarified that any benefit arising out of the Resolution Plan shall not be deemed to be automatically granted. The Resolution Applicant shall approach the competent authorities under the applicable law for availing such benefits and concessions as may be permitted under the law.

c) Any exemption/ waiver/reduction sought for in relation to the payment of registration fees, charges, stamp duty, taxes and fees arising out of the actions contemplated under the Resolution Plan is not granted but the Resolution Applicant is at liberty to approach Competent Authorities for such request if permitted under the law.

d) Approval of the Resolution Plan shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the like that has been granted to the I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023

Corporate debtor or for which the Corporate Debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.

e) For past non-compliances of the Corporate debtor under applicable laws the Resolution Applicant shall not be liable for any liabilities and offences committed prior to the commencement of CIRP and as stipulated under Section 32A of IBC, 2016.

f) No orders levying any tax, demand or penalty from the Corporate Debtor in relation to period prior to commencement of CIRP shall be passed by any authority and such demand, if created, shall not be enforceable as having extinguished in terms of approved Resolution Plan.

g) The carry forward of losses and unabsorbed depreciation shall be subject to the provisions of Income Tax Act or Rules made thereunder, and the Income Tax Department shall be at liberty to examine the same.

h) Further, the concerned indirect tax authorities shall be at liberty to examine the carry forward of input tax credit available under Indirect Tax laws.

i) The Applicant shall file necessary forms and pay prescribed fees, if any, in terms of provisions of the Companies Act, 2013 in relation to issuance of fresh capital and reduction in share capital. Issue of new shares and reduction of share capital as provided under the resolution plan is subject to the treatment in accordance with the applicable laws, taxation and compliances.

j) Application for compounding/condoning shall be filed in accordance with the procedure specified in respective law or concerned authority, however, Resolution Applicant shall not be responsible for past non-compliances till the date of approval of this Plan.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023 k) The ROC shall update the records upon filing of pending returns/forms after payment of normal fees (without not additional fee). In case such filing is not permitted by the e-filing portal, the ROC shall accept such forms/returns in physical format and do the needful. The Corporate Debtor shall be exempted from using the words “and reduced”.

l) With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above. The relief which is not expressly granted above, shall not be construed as granted. The exemptions if any sought in violation of any law in force, it is hereby clarified that such exemptions shall be construed as not granted.

m) Any amount realized out of the action taken against other persons for avoidance transactions under the IBC, 2016 also Unauthorized Transaction post CIRP order, shall be appropriated towards the unsatisfied claims of Financial Creditors.

n) The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the concerned Registrar of Companies (RoC), for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

o) The moratorium under Section 14 of the Code shall cease to have effect from the date of this order.

p) The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

I.A. (IBC) (PLAN) 52 of 2026 in C.P. No. (IB) 517/MB/C-III/2023 q) The Applicant shall forthwith send a certified copy of this Order to the CoC and the Successful Resolution Applicant, respectively for necessary compliance.

31. The grant or non-grant of reliefs under the Resolution Plan will not affect the implementation of the Resolution Plan and the same should not be viewed as conditionalities to the implementation of the Resolution Plan or any timelines for such implementation.

32. In result, the Resolution Plan with value of Rs. 400,00,00,000/- (Rupees Four Hundred Crores Only) is hereby approved with directions in para 29 and 30 above.

33. Accordingly, I.A.(IBC)(PLAN) 52 of 2026 is disposed of.

SD/- SD/- Hariharan Neelakanta Iyer Lakshmi Gurung Member (Technical) (Judicial) Member /Apurva/

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