Approval of Resolution Plan - Optus Laminates Private Limited

alPtan)/lstAHM)2421 o cPtB) 371 ot2a2o h th,. na@ ot: ootB Lann0ftd PAeb Lhix4 vide its order dat€d 25.01.2024 in CP(IB) No. 371 of 2O2O was pleased to admit the petition fiIed by Yug Intemational Private Limited and the Applicant, NaLshatra Insolvency Resolution Professionals Limited, a registered Insolvency Professional Entity, having regist.ation number IBBI/IPE/OO18, was appointed as lnterim Resolution Professional ( 'IRP') for can1lna out the CIRP ofthe coDorate Debtor a1d sas -'m-; '. P :o u"on P ut, siur J ( ,?/ ) of the Corporate Debtor in the meeting of CoC held on 04.o3.2024. U. lt is stated that the Applicant, Nakshatra Insolvency Resolution Professionals Limited authorized its Director, Jigai Bhatt, ar Insolvency kofessional having registation number lBBl/lPA-001/IP P 07917 /2019 2O2O/I3OOS as "Autho zed Persor" for managing the corporate insolvency resolution process of corporate debtor. III. It is submitted that in complidce with Section 13, 15 and other relevarlt provisions of the Code read with Regulation 6 of the Insolvency a.nd Banlsuptcy Board / )atPte)/4st4H42421 in cPtB) 371 at2a.a tn the nobr ar; op* Lantnabd hvab bnned of lndia (Itrsolvency Resolution Process for Corporate Persons) Regulation, 2016 made a public ot iD announcement 02.02-2024 Newspapers Financial Express, English Newspaper and Financial Express, Gujarati Newspaper (Ahmedabad Edition) regarding initiation of the CIRP process against the Corporate Debtor and thereby inviting claims from the Creditors of the Coryorate Debtor Company. IV. It is stated that on the basis ofthe claims so received, the Committee of Creditors has been constituted in accordmce with section 2r of the Insolvency arrd Bankruptcy Code, 2016 and report certifying Constitution oI Committee of Cleditors ("CoC') as per Regulation 17(1) of lBBl (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 was p.epared and frled with this AA vide IA No. 395 of2024 and, the same was allowed by this AA vide order dated 29_O2.2024.

ll0t 07 302 24 a@dn)/ 4sti4HM)2o24 h cPtB) 371 af2o2o h th. rubr af: optu; Loni,abtl Ptiuote Linixd.

It is stated that the Applicant has carried out his duties in accordance with the provisions of the Code and Regulations ftamed thereunder. That, the subsequent paragraphs shall now deal with the action ta}(en by the Applicant in its capacity of an Interim Resolution Professional a.rld subsequendy confirmed as Resolutiofl P.ofessional lor bringirg the rcsolution of the Corporate Debtor. !'r. It is stated that the Applicajlt took the control and dd custody ofthe assets ofthe Corpomte Debtor the teaIn of the Applicant along $rith Bal,Ik Oftrcial i.e., Mr. Vijay Mishra visited the factory premises of the Corporate Debtor on Ogth February, 2024 md, located at Block/Survey No.197lB (New Block/Survey kdtij, No.836) village Sonasan, Taluka - within the limits of Sonasan Gram Panchayat, District Sabarkantha. 1ITI, It is stated that the Applicant convened 1st CoC meeting on O4.O3.2O24 and informed the CoC members about the corpoEte iDsolvency resolution ataa )/4stAHM)2o21 in elB) 371 oIzo2a h th,. ndbt of: oatus Linitufta tuidE Linibtl.

process of CD in detail. The representative of Suspended Ma.flagement also attended the said meeting arld assured to extend a[ co-operation during the process. The CoC in the lst CoC meeting resolved to continue the Interim Resolution kofessional as Resolution Professional. The decision of the CoC was placed on record along with Status Report with ihis AA vide lA No. 499 of 2024. This AA vide oder dated 01.04.2024 passed in IA No. 499 of 2024 was pleased to take the same on record. VlI. It is stated that the applicant informed the members of the Committee ol Creditors that in compliance with Section 24 of the Insolvency and Bankruptcy Code, 2016, where the total debt ofthe Operational Credito.s is not less thm 10olo of the total claim amount, all operationa.l creditors possess the collective authority to appoint a single representative to attend the meetings of the CoC on behalf of the operational creditors. In this regard, Shubhangi Paper Private Limited was Dominatc.l dr.1 appointcd as AurhorizFd RFpre\enrd ive ror LJ)..jasc ol operdr.

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creditors. Consequendy, notice of the meeting, along with the relevant duly se ed to Shubhumsi Pdpcr Privdtc Limitcd md, N1r. S.uja-v Ana had attended the 2nd meeting as representative of Operational Cleditors, and all other subsequent

IX. 1l is statc.l that ds pcr thc provisions of th. Code Rules and Regulations framed thercunder Resolution Professionat within 7 days of his appointment but not later than 47th day Insolvency commencement date (i.e., 25th Jarluary, 202a) has to appoint two registered valuers in each category to determine the Iair value and liquidation value. In view of the same, quotations were sought from the valuers for a1l the 3 Asset class- Securiry and Financial Assets, Lajld and Building and Plant and Machinery. x. It is stated that th€ Applicant had, appoint€d Kushal Jajada a.nd Nishant Veka.ri for va.luation of La.I)d and Building, Hiten Prajapati and Devdg ShaI for valuation of Plant and Machinery and Rajiv Shivdayat btPton)/ lst4BM)2o2 4 tn cqrB) 371 of.02 0 t4 the nab. oI; optus Lonircla hwte hntkd

Ahuja and Jaal< Shah for valuation of secudties ard final,Icial assets ofthe Coryorate Debtor. The same was inlomed to the CoC ir the 2nd CoC meeting held on 22.03.2024 and rhe rcntneration of registered valuer was mtified by the CoC in the said CoC meeting. xr. That the discussion with regard to Invitation of EOI in Fo.m c and eligibility criteria for the interested bidder was held in the 2nd CoC meetiDg held on 22.03.2024. That the CoC in the said meetine resolved to publish Form G lor inviting EoI in one English newspaper and one regional newspaper on 2s.o3.2o24 af,d, t]re eligibility criteria was approved by the CoC in the said CoC meeting. xIt. That pursumt to the discussion held in the 2nd CoC meeting held on 22.03.2024, Form G was published in oD 25.03.2024 Financial Express, Ahmedabad edition in both English and Gujarati laneuaee. XITI- That Information memorandum was prepared and the same vas discussed in the 3rd CoC meetinA held on 23.04.2024. the Applicant in the said CoC meeting inforrrcd tllc Coc that ForD ai sas published in cPtBt s71 ar202a ^htt Ptht.u Mn)t/elsr torHt: woop2tul Lonirckd hircb t.idted,

25-03-2024 and pursuant to the same, 7 Expression of Interest ('EoI") were received by the Applicant herein. The sole CoC member irfomed the Applicant that they are in receipt of certain enquires for submission of EOI and therelore asked the Applicant to suggest suitable course of action. That the same was discussed ir the 3rd CoC meetirg. tr\rrther, the represeDtative of operational creditor expressed his opinion and mentioned that it would be beneficial to re issue Form G md receive a greater number of p ticipats. The viev of the sole CoC member was also taken in this regaid. That in the said 3rd CoC meerirjc dt- 23-04.2024, it was decided that resolurion for publishing revised Fom G be placed for voting along with other agendas. That the said resolution for issuance of Fom G was approved by the CoC xIv_ It is stated that RFRP and Evaluation Matrix was proposed to CoC for deliberation and the same was discussed in the srd CoC meeting held on 23.04.2024. That the CoC in the 3rd CoC meetins held on atPtanl4stAw)2a24 in e@) 37t ot2a2o rn ttu note. of optu Laninaea hrab Ltnnea.

23.04.2024 resolved to approve the RFRP along with Evaluatior Matrix to t'e circulated to hospective Resolution Applicants 1"PRAS"). xv. It is stated that pwsuant to the discussion held in the 3rd CoC meeting held on 23.04-2024, the Applicant herein had published second Form G on 25.04.2024 in Financial Exprcss, English Ahmedabad Edition and Fina,Ilcia.l Express, cu.larati Ahmedabad Edition. xvt. That the Applicet in the 4th CoC meetirg dated 14.05.2024 informed the CoC members about the fu publication of 2nd Form G and her tabled the additional list of PRAS accompanied by a summary of each PRAS' business activities. Further, based on the reissuance oI Form G, the updated timelines to be complied with were also informed to the CoC members. x\,1I. It is stated that the Applica.nt discussed the opinion reAdding preferential and other tansactions based on the review of the financials of the corporate debtor. Since the audited accounts ot the corpoiate debtor were available only until 31.03.2021, which is approximately three yeds prior to the insolve belu)/1slAH )2021in e@) 371 oJ2o2a tnre rnbt aI; q1L\ Laninab.l tuab Lihned.

commcnccmcDt date, tbere is, prjma lacie, no indication of avoidance tra.nsactions within the permissible look-back penod under the Insolvency and Bar cuptcy Code. The Committee members had also conlirmed that during their intemal audit of the corporate debtor's accounts, no adverse findings were reported. To tal<e an informed decision on preferential and other transactions, the Applica.nt proposed to engage a Transaction Auditor, which was consented to by the Comittee after deliberations. In subsequent rhr mpprinCs. observations trom Lhe revLew were shared and the same was discussed with the CoC members wherein, it was concluded that the records of the corporate debtor do not indicate any ftaudulent or avoiddce trasactions. Therefore. it was concluded that fding an application for avoida.nce transactiors is xvIIt. It is stated that the valuation methodolog/ to be adopted by the registered valuer for deteminiDg the Fair Value md Liquidation Value of the Coryorate the Deblor was discussed in the sth CoC meeting with ,2, alPtan)/ 4stARM2A24 n cPtB) i7t ol2A20 hte Nkrof: optus Lanircka huab Lt@Ga.

Valuers who have beeD appointed for valuation of Iand and building, plant and machinery and securities and x[x. It is stated that out of the 1O PRAS, 3 resolution plans were received from the PRAS na.mely 1) Rallul Papers India Private Limited; 2) Anu Rakesh Agaiwal a.nd 3) Sonal Shah. The slme was briefed to the CoC members in the 6th CoC meeting. xx. It is stated that consent of the CoC members were taken prior to the openiflg of the sealed covers of the resolution plan. That the sealed covers of the Resoiution Plalx received from Rahul Papers India Private Limited md Anu Ral<€sh Agzrsal were opened and the amourt being offered to the creditors in the pla-n a.nd the tenure proposed for disbwsemert of the emount was discussed in the said meeting. Further, resolution plan of Sonal Shah was in transit a.nd not delivered by the courier and accordingly, the password protected file which was emailed by the said PRA to over the email to the Applicdt was opened. and ,oar. That after the opening of the resolution plans / v,' 4slAsMt2024 ,t cPlB) 37r ol202A ^ tt lP tt t u an n )/ abof aptus hnirubd hvab Lrnibd.

discussiDg on the disbursement amount and tenure of the plan, all the pla.n copies were distinctively marked and the Applicant had informed that the coniidentiality undertaking will be shared with the CoC members for executiofl, to turther share the valuation summary, trmsaction audit report and the resolution plarl received. XXTI. It is stated that the discussion with regard resolution plans received from PRAS was held 2421 7rh CloC 12 t)7 The replesertatives of the PRAS had joined the meeting separately and the CoC and the representatives of PRAS had discussed the resolution plans based on their respective requirements and conditions. XXIII. The CoC conducted thoroush discussions with each PRA to review their commercial proposal to maximize interest of aI the stakeholders. Du ng the discussiors, the CoC emphasized to the Applicants the importance of revising thei r€solution plm proposal to achieve the best possible terms and conditions. Follo\i'ing the conclusion of discussions rrith each atPbn)/4st HWa21in cP(B) 371 al2A2A tn the Mbt ot: optus Lanl^abd huab Ltnted.

PRAS, the CoC members .equested all the PRAS ad individualy to upward revise their proposals meDtioned that PRAS should intimate the Applicant about their wilingness for revising the resolution plan on or before 17.07.2024, to which aI the PRAS had xxrv. That the resolution fo. extension of CIRP period by further 90 days beyond 180 days was also approved by the CoC in the said CoC meetinS. xxv. It is stated that pursuant to the discussion held in the 7th CoC meeting held on 12.07.2024 and the resolution passed by the CoC foi extension of CIRP pe od by further 90 days beyond 180 days, an application beding IA No. I 173 of 2024 was filed by the Applicant before this Adjudicating Authodty. That ()rder dated 31.07.2024 was pleased to extend the CIRP period by turther 90 days with efiect from 23.07.2024 aJld thereby allowed the said IA. xxvl. It is stated that the CoC conducted further discussion with atl the PRAS to review and refirc their existing

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offers. The CoC members requested the PRAS individualy to upward revise their proposals and p.n men ronFd lo submrr rl ei-final resolrLron on or before 19-08.2024 to which, all the PRAS had aereed. gth XX\,'II- It is stated that the Applicant in the CoC meeting presented the summary of commercial proposals of all rhe three resolulion plans alons with scorins as per approved Elaluation Matri\ lor comrncrcial consideration of CoC. The Applicant provided a and of detailed information explanation the commercial propositions of all three Resotution Plms to thc mcmbers. The Applicant highlighted that the Resolution Plan submitted by Anu Ralesh AgaMal achieved a score ofa6.01 on the Evaluation Matrix. In comparison, the plans submitted by Sonal Yogeshbhai Sha11 md Ranul Papers India Private Limited scored 37.64 and 24.97, rcspectively. Follovring this, the Applicant presented a clause by clause vetting of the Resolution Plms submitted by all the Prospective Resolution Applica.nts. )o(vlu. It is srated that thc Applic,lrt cxpleirlcd thc pa\nc w,' aebdl 4staHw2a2l a cqB) 371 aJ 2a20 h th. natet of: ootus Lantukd tunte Ln\ited.

that has been proposed under different category of the creditors ad explained the tems and tenure of palrnent that has been proposed by each PRAS. The Applica.nt also tabled the Valuation Summary for the Corporate Debtor, that vas already beer shared with the Committee of Creditors via emall and uploaded in the Data Room as well. The Applicant further enquired with the members whether they want to consider only $lii.li thosc RcsoLution Plarl offers arnount highcr than the Liquidation value. The CoC Member reverted that €I1 the Complia.nt Resolution Pla-ns received from the PRAS should be put for voting. xxrx. The Applicant then tabled the Evaluation Matrix, detailing the scores allocated to each Applicart. The Applicant explained the criteria used for evaluation, which includ€d both qualitative and qua.ntitative parameters as approved by the committee members-xxx. The Applicant had then tabled the Comptiance Check dd conducted urder Section 29A of the Insolvency Bankruptcy Code, 2016, and subsequenuy presented a summary oI the Compliance Report for th€ ,7 aebR)/1slAHr02o24 in e@) 371 aJ2a2a h the aab of: oalLs Lannale.1 tuab Linibd.

ResolutioD Plans submitted by all Resolution Applicants. xxxI. It is stated that the discussion of feasibility and viability of the resolution plai,I was 9th CoC meeting. xxxlL It is stated that the Committee of Creditors reviewed md discussed all three resolution plms submitted by Anu Rakesh Aearwal, Sonal Yoseshbhai Shah, and Ranul P"p.r. (indrdj Pflvdip Lrm.r.d After rhorouCh evaluation, it was noted that the pla submitted b]' Anu Ral<esh Aearwal provides a better realization all the creditors as compaied to the other two pla.ns. The CoC acknowledged that the distribution proposed under this plan is aligned with Section 53 of the Insolvency and Banl<ruptcy Code and offers a more favorable outcome for both secured arld operational creditors, ensuring a fair ard equitable resolution xxxlII. The Committee turther noted that the resolution plan submitted by Anu Ratesh AgNal has been assessed and is considered feasible and viable. in accordance u ../ a(ptony4stAHM)2.21 i4 cptB) 3/1 al2a2o tntunobof : aptu hnhabd hlote Lnnea.

with their commercial wisdom and the detailed evaluation criteria. This assessment was based on a review of their backeround net worth statement, available resources, projected financial statements, and the manner in which the plan ob.jectively address the causes of default. xxxrv. It is stated that the Applicant contumed that comprehensive due diligence had been conducted, and all three Resolution Applicdts were observed to be eligible under SectioD 29A of the IB Code. The CoC md members discussed, reviewed, confirmed the eligibiliq, of the applicants under Section 29A, based or the detailed evaluation presented by the Applica.nt. xxxv_ k is furLher sraiFd *rat the retiefs and concessions proposed under the resolution plars were also presented before the CoC members. xxx\,r. It is stated that various resolutions alone with resolution plan submitted by Anu Ratesh Agar:wal was put up for voting. The agenda items ftom the 9th CoC meeting were submitted for e votirg, with a voting period of seven days starting frc,x, 2O.O9 2024 to lAlPbd/4st@M2a24 in CP|)E) 371 al2a2o t^ltunatetaf : opb Lanhad htutu Linikd,

27.o9.2o24. tn accordance with sub-resulation (5) of Regulation 25 of IBBI (Insolvency Resolution Process lor Corporatc Pcrsons) Rceul.rliorls. 2016- ihe votina dd timelines were subsequently extended votine concluded ofl | | 7O.2O24 - -xxx!'rI. It is stated that the resolution plan submitted by Anu Ratesh AgaNal (' Successful Resolution Applica.0t / "SRA") was approved by the CoC in the 9th CoC meeting held on 77.09.2024. xxx!.III. It is stated that the the apprcved Resolution Plan is compliant with the requirements ofsection 3o(2)ofthe Code read with Regulatior 38 of the CIRP Regulations, dd 2016 the Resolution Applicant is eligible to submit rcsolution plan. The Compliance Certificate lForo- H) issued by the Applicant is placed at Annexure [X] oI the Application. xxxtx. It is stated that the Resolution Plan submitted by the SRA ('Successful Resolution Plan') has been duly ir considered by the CoC ol the CD its commercial wisdom, and pursuant to detailed discussions, its deliberations as well as negotiations, the CoC in / Aetad/ 45(AHM)2024 ilt cP(tq 3r1 al2a2a rn ie Nb. of: ape Lonaabd hlote Ltnnea' commercial wisdom has found the Successful Resolution PID to be feasible and viable in terms of the requirements under the Code and the CIRP Regulations. 3. The Key features of the Resolution Plan, in brief, aie stated to be as under: - a) Payrrert urdcr R€solutior plar a3 per clawc 5.2: (1) The Resolution Applicdt proposes to bring in a total of INR 13,60,41,316/ (INR Thirteen Crores, Sixty Lacs, Forty-One Thousdd, Three Hundred, Sixteen Only) ('Total Plu Amount') towards the abovementioned settlernent / payments. In addition, t}le Resolution Applicdt wiil also dange entire balm.e amount against CIRP cost even if it is in excess of the amount of INR in 25,OO,OOO/ (Twenty Five Lacs Only) offered the Resolution Plan. In addition, SRA will bring in required workinA capital, upgrading, restarl eapenses, etc. The rotal Pld Amomt will be brought in as equity shaes / lod being subordinated debt (including assigment of debt) or dy other instrument into the Corporate Debtor wil and be used towdds payment by the Corporate Debtor to each of the stakeholders ther respective / * \,/ lAtPt \)/ 4stAHMPa24 a cPlB) 371 oI2o2a hhz nabr at; l+tus Ldnltud tudi Linitat ihe rlmelines s.e.ili.d in this R.solution

Balance pre-C|RP cosl 25 04 00c payable along wilh uplront paymentwilhin 30 days (Thirly Days) irom Eflective Date ie. Uptront Payment lo be infused r 3.35.41.316/-wiihin 30 days (Thirty Days) irom Effective Oaie i.e. on (II) The Resolution Applicdt proposes to infuse additional ed amount as working capital capital expenditure, over md above the totat cash consideratlon within 1a months of Closing Date (Closing Date- It shall meo a date after 30 days on which the effective date lapproval of NCLT datel expire) in one or more treches, as and when required as estimated in the business plu. The Resolution Applicdt has estimated Capex of INR 6,00,00,000/- (INR Six Crores Only)and working Capital requi.ements of INR 3,50,00,000/- (lNR Three Crores Pifty Lace only). b) ln rcspcct of Distribution of plan amount, (Clausc 5.2(iv) ol the plan), it is statcd that:

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Sr 25,00 000/ 1 2 33 A1 AT 802t 12.10 05 061/

2 72 66 6a9L s9 94 939/

13 r0,00 000/ t4 4t 316/ 14 41,3161- (EPF) 5.45 75 013/ r r,o0 000/

25 41.3161 It is stated that ihe State Tax dues were covered in the secured creditor class in which the mount ofRs. 99,94,939 / - (36 -670/.1 is proposed against the amount claimed of Rs. 2,72,66,6a91. The amouflt of Rs. 14,41,316/- (1OO%) is proposed to be paid against the amount of Rs. 14,41,316/ claimed by the EPF. The amount of Rs. 11,0o,0oo/- (1.4o%) is proposed agairst the amount admitted of Rs. 6,86,75,013/ claimed by other operational creditors. In respect of Source of Furd, (Clause 5.3 of the pla.n), htPldn)/ 4 st1Hq2a2 4 in |)PUB) 37 t al 2OrO lnthe rukr ar: ope hninabd hlab Lrn ed it is stated thati - 'The Resolubon Applicdt has sufi.ient fuDds, The Resolution Applicant will provide tl1e eviden.es of source of readily available liquid funds ir advised by coc in the fom of investment in listed shdes in the name of Resolution Applicatrt dd Imily members. if needed, the Resolution Applic&t 6hall also infuse funds by availing debt from the Bdks/ Financial InsLitutions or Inter Corporate Lbds/Deposit. In addition, the Resolution Applicdt is also dd eniitled to chdge, use, monetize, tfansler, dispose realiu the assets in relation to secured credit resolved under the Resolution Ptm towuds *ttlement of payments under this Resolutlon Plan alter the approval ofplan.' d) In respect of Earaest Morey DepGite (EMD), {Clause 5.4 of the plan), il is stared $at: - "(a) Resolution Applicants has already deposited m dount agglegating to rhe 6um total oi INR 5,00,000/ (lNR Five Lacs d Only) as Emest Money Deposit in the mmner as provided in EOI vide DD No 227187 dxedA6104l2O21. (b) Resolution Applicdts has also deposited d mount agsresating to the sum total ol INR 15,00,000/- (lNR Fifteen Emest Money Deposit in the mmner as vide DD as stated in the covering letter vide blna4/ 4slAHM2a2l n\ cPtB) 37t ol2a2o hfrehabaf: oetus l,anilvted tuirck Lin ea.

e) In respect of the Pe"formaace Baat Guarartee / Securtty (Clause 6.1 of the plan), it is stated thatr - "Resolutio! Applicet agrees to provide the Perfomance se.uriry ( PBc') of 25ol" of the total linecial ouday prcvided i. the plan amounting to INR 3,40,10,329.00 (lndian Three Crores, Forty lacs, Ten Thousand, Three Hundred, Twenty Nine Only) in tems of the requirement at page Do 33 ol the Request for Re$lution Plan for the Corporate Debtor.' f) In respect ofthe Morttorltrg Comrdttee (Clause 6.4 of pla.n), it is stated that: - As stated under Clause 6.4 at Page 434, the & Implementation MonitorinA Committee shall comp se of one represeDtative of the Resolution Applicmt, the Insolvency Resolution Professioral and one representa.tives of the CoC. The RP shall act as Monitorirg Agent for a period from the effective date till the closing date. 4. It is stated that the Resolution Plall is in compliance of Section 30(2) of the IBC, 2016 and Regulation 38(1A) ofthe CIRP Regulations, 2016. The Liquidation Value a.nd Fan Value of the Corporate Debtor is Rs.10,17,55,O45l-and Rs. / 14,69,7O,29O respectively. c atPbl)/ 4stARM2a21 h B) 37 1 al 2a20 h the idit al: opbLs bliMted huok Linned.

5. Th. lmplFmcn,arron S"l edule o' hp Resolurion pld as p.r clarrse 6 2 is reDrod,.:..1 as,n.l.r:

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6. It is submitted by the Applicant ihat proposed Bodd of ,t altud/ asl8M2a2a in cPlB) al2o2a h the nab af: optu' bnircka hlob Lih'ba!

Directors for ihe Corporate Debtor are Mrs. Aru Ralesh Agarwa-l a-nd Mr. Vasu SNesh Aearwal. The details of the dire.tors are as below:

t)N 10087583 25477A2A6293 26526145r954

7. As per the FoIm H, the arnount provided for the siakeholders under the Resolution PIan is as unde.:

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Ataod/45t:4HM)2o21 i4 c4B) 371 of2o2a !\eerub.a!; aPtu kntud hituft Liiik4 h At r p b ta r n u )/ b 1s a lA l H; M Pa2 4 e L a c n P a tB a ) d 3 7 t 1 u o c f 2 02 L 4 ttu4 aPtus a. The interests of ensting shdeholders have been altered by the Resolution plm as under:

sh It is seen that under the plarl the existing equiry cs being 726.56 lakh shares are proposed to be written o{I by the sRA. 9. The compliece of the resolution plan is as underi a--bt ao n) I 4 5t 4 t ti)2a24 )4 c Pt B t t 7 I oJ )O' a r4ul!!di.ry'Effih=E ,i k&tuE!ti;E-E_;*;i;ffi attu\)/ 4slARM2a24 h CPUR) 37 t of202A ttth.rudof : ope Lonnabd hwte Lrnned.

atPbn)/43taHM)24.4 ,^ e@) 371 aJ 2a2o hlltu hdbt ot: ontu hht@1ed hvat" Ldtb[ ll.1l.l...l (l{r...ssn)n: 1O-conc.ssio.s / Reli.fs / waivers/ Directions sought Regulation 37(1) of the CIRP regulations provides that a Resolution Plan may provide lor the measures required ior implementing it, including but not limited to obtaining necessary approvals lrom the govemment and other authorities. Acco.dingly, the Resoiution Applicant requests all govemmental authorities to grant all required relief, concession, or dispensation as may be required lor Implementing the transactions contemplated under this Resolution Plm per Its tems and conditions. In this regard, upon the NcL'l approving this Resotution Plan, the Resolution Applicet will, pu.sudt to the NCLT s to order, make necessary applications the relevant governmental authorities to seek such dd waivers reliefs, as appropriate ID complimce of Section 31(1) of the Code after the approval ol the resolution plan by Honble NCLT same shall be bindinB oD the corporate debtor and its employees, memberq creditors, ey Iincluding the Central Government, State covemment or any local authority to whom a debt in respect of the payment of dues ansing under dy hw foi the time being in force, such as authorities to whom statutory dues de owedl,l gudantors and other stakeholders involved in the Further in accordance with Section 31(4)olCode, the resolution applicmt shail, pursuant to the apprcval of the resolution plan uDder Section 31(1) ofthe Code win be edtitled to the necessary approval required under any law for the time being in iorce within a peiod ol one year fiom the date of approval of the resolution plan by t]1e Adjudicatire Authority or within such period as provided for in such law, whichever is later. In accordance with Section 32A ol Code, notwitnstading mytling to the .ontlary contained in tbis Code or any other law for the time being in force, tne liability oi a corpo.ate debtor for d offence committed prior to the .l ih. .o,..r.ie in\.lven. btpkn)/ lslAHMPa24 n ouB) 371 ot2o2a t^ rtu nab al; optus kntnoba hwG Lrnned!

resolution prccess shall cease, and the corporate debtor sh.ll not be prosecuted fo. such m oilence from the dat! the resolution plan has been approved by the Adjudicating Authoriry under se.fion 3l ollhc Code Atl the judgement passed by Hon ble SC, Hon ble Hc, Appellate Tribunal and Adjudicating Autnorities at various places in rclatiod to extinguishment of all kind of known, unknown, admitted, contingent, disputed, unde! titigation md all other possible nature of liabilities of corporate debtor from each and every .lass of creditor sh.ll apply to the present case also frotu the date of the apprcval ol the plan by Honble Once the insolve.cy resolution Pmcess costs have been paid in i. full terms of this Resolution Plan, it Is cldined that no claims, liabilities, fines, costs, expenss or my other Payment ot such nature or otheNise, ih,r ,ff o rc .l,imed ro constitute insolvency Resolulion Process Costs shall be payable by the Resolution Applicant and/or the corporate Pursumt to settlement oi the admitted claims of ehployees and workmen. all claims or demands made by, or liabilities or obligations owed, the litigations if any made by the statutory authodties and/o. employees and workmen should be withdrawn aod shall deemed to be withdcwn by such statutory authoities and/or employees and workmeD against the Coryoate i) Pursuant to the settlement of .laims, save and except as provided hereinabove, all otier claims, debts md dues of tne al aR)/lst BM)2024 fl cPtB) 37 t ol202a h th. Mt.t of: oetus Lonhakn hi@a t inned.

pertaidng or related to ine period prior to the Closing Date shall statrd salisfLed ad extinguished, dd no such *isting.laim, debt or due shall subsist acainst the corporate Debtor and the Resolution Applicmt by the Operational creditors unless such claims are specfically admitted by rhe Resolution Professional or covered under the CIRP Cost. iiXt irclarifed that thesqrt any Claim ol the O "l p erational Cleditors is not subhitted to the Resolution Profession.l prior to the approval ol the Resolution Plan by the coc or such ctaim is rejected by the Resolurion Professional or such Claim raised subsequently however pertains or related to period prior Closing Date, such operational creditors will not be entitled to receive payments, ii any, uder the Resolution Plan with respect to such claims. iii) An litisations/proceedinss by such operational creditors, whether in relation to admitted claimsor not (whethe. present o. lutue Compmy for the penod prior to the Closing Date, shall stand quashed md the Co.porate Debtor shall Do longer be requi.ed to ma}e any payments and have no liabilities in relation to such litigations/ proceediogs. corporate Debtor shall.lso be no longer requi.ed to peruse alte.nate proceedings under respe.tive Law in respect a(Pton)/ 4sl/1HM2424 il CPttB) 37) aJ 202a rnrbnac,af: ope hnrula hlab Linned.

.I oI such pMeedings which relatc to thc period prior to closing date. ivl AI other claims, d€bts, demands and dues of th. pertaining or related to the pe.iod prior to the Closins dd extilguished, no such eisting clalm, debt or due oi demand should subsist against the corPorate Debtor and the Resolulion Applicdt by ey statutory authority including any demands o. re assessments or revision or any other loreseen and unforeseen aor tne assessment yea.s prior to the Closing ,) Date tor which assessment proceediDgs are yer to be linalized by the statutory auttrorities. Any proceedings which were kept in abeymce i. view ol the insolvency process or otneNise shall not be revived post the order olthe Adjudicatine Authority. It js chrined that in tne event dy clalm raised by the pertains o. related to Period prlor to tne Cbsing Date shall not be entitled to ll receive paymenls, any, with respect to such claims blPtan)/ 4stARro2a2l tn cPtB) 3?1 of2o2a Inthe notet al: optus Lanivtud hil ft Liritea vi) Upon app.oval oi the Resolution Plan by the including without limitation, my iote.ests, fines Penalry, or lees imposed or otheMise obligations of the Corporate Debtor which have arisen prior to the Closin8 Date, in - my Investigalion, Ilquiry, or show cause, whether ey non cotuPlidce ol provisions of any laws, ,c!1.'r\ ..rilLJt, \, d r aPProvals, consents or any leasehold rights or freehold rights to movable or immovable properties in the possession of the cDmmitments made by the coipoiate Debtor, whether admitted or not, due or contineent, asserted or ud asserted, uncrystallised, known o. unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the balmce sheets of the corpoiate Debtor or tne and PIofit loss aehn)/4st tu42421in cPtB) 371 0f2024 bt the natet oJ: cpes Lahtuft.1Pitu1e Ln e4 account statements 0f the Corporate Debtor, in relation to any period prior to ihe Approval Date or dising on account of the acquisition of control by the Resolurion Applicdt the Corporate Debtor puftudt to this vii) The key managerial Pe.sonneL dd / or appointed by the Resolution Applicmt on the Closing Date shalL not be held liable for dy liabilities (whether civil or criminal) ror su.h brea.h .ontr2vcnfi.. or Applicable Laws for the actions taken by the old promoters aDd suspended bodd of dire.tors ol the corporate Debtor in relatioD to the period prior to the i) Upon payment as specified in this Resolution Plan, the secued creditors shall unco.ditionally release all the se.urity ioterest (prima,y/secondary/collateral), including pledge of shdes of the Compay or shares held by Compdy in its subsididies, held by the Secured Creditors in respe.t of their Claims filed or admitted during Corporate Insolvency Resolution Process (crRP). ii) Upon payment as specifiedin this Resolution Plan, the Secured creditors shall unconditionally release the corespondins assets in respect atPton)/4slAHM)2421 in e@) 37t al2a2o ]n ttu ndkt of: .)rtus Ldnndbd hlob Lhtb4 oi then Claims filed or adnitted during CIRP shau stand relea*d/ cdceled dd the secured creditors shall issue tne No dues ce.tificate md hand over the documents related to the assets within 15 days of the settlement of the iii) AI tne other outstanding guarantees by the Corporate Debtor in farour ol the secured Creditors, with respect to debt taten by subsidiary or g.oup entities whether specilically mentioned herein or not. shall be deemed to have been released/cmcelled I extinguished pursudt to the approval ol the Resolution Plan by the Eonble NCLT upon payment as specined in this iv) Pursudt to the app.oval ol the Resolution Ple by NCLT and palnent ol resolution plan value to all the stalcholders, the following shall apply to the - No cost, lnterest, charges or the like, penal, or ourevise, in.luding in respect of the right to shall rccompense, be payable to any Financial in Cleditor addirion to what is specilled in the - Any claim lrcm any peren to claiming be Financial Creditors of the corporate Debtor, tbat is not admitted by t}E AtPkn)/ 4stAHN2A2l h cPtB) 37t or202a tntunabroL ope Lonhakd hinb LiniEtt_

Resolutron Profes6ional as payable by the Corporate Debtor, shall stdd extinguished and shall no longer be For the avoiddce of doubt, dll accrued or unpaid Interest, arising on or after the Insolven.y Commencement Date and until the Ciosine Date, in relation to the linancisl debt ol the Corporate Debtor will be Mitten ofl in tull and shall be pemdently extinguished and tne corPorate Debtor or the Resolution Appli.ant shall at no Poinr ol time be, directly or indirectly, held respodsible or liable i, Other than as speciied herein, any and all other claims or demands made by or liabilities or oblieations owed or to (including my Payable demand for any losses or lntere\1, pendl interesr, or nononal crystdlized md other chdges already accrued/ accruins) any actual or potential financial creditors of the co.porate Debtor in with connecrion any eB) atPtanl4st4HM2a24 in 37 r of2o2a rntte rucrat: optu bnwred h|ob Linned.

admitted or not, due oi contingent, asserted or unasserted, crystaltiad or ucrystallisedj known or unknown, secued o. unsecured, disputed or undisputed, present or lutu.e, whether or not set out in the profit and loss statement, the baldce sheets of the Corporate dy Debtor, in relation to peiod prior to the Approval Date or eising on account of the acquisition of control by the Resolution Applicmt over the corporate Debtor Rcs.lution Plan, shaU be wntten offin lull md shall ed extinsuished the Corporate Debtor or the shall at no point ol time be, directly or lndlrectIy, hetd ftsponsible o. liable Ady and all rights md entitlements oi any actual or Potential secured credito.s of the Corporate Debtor not addressed in Lhe Resolution Pld, whether admitted or not, due or contingent,

BtPton)/4slABM)2421 ]n cPtB) 371 0f2420 tntenabrof: optus Lonimkd htud Lintea asse.ted or un-asserted, uncrystallised, known or unknown, disputed or undisputed, Present or future, as on the CIRP commencement date over the Corporate Debtor or Resolution Pl& ising on account of the acquisition oi control by the Resolution Applicdt ove. the corporate Debtor Resolution Plan, shall *tinguished and the Corporate Debtor or the shall at no point of time, directly or indirectly, have any obligation, liabilitJ or duq' in relation thereto. Any such claim arising commencemenrdate such as claim dising out of change in contrcl of the Corporate Debtor by the shaU be wajved offby the Adjudicating Authority, i) Alter the approval of the Resolution Pld by COC and ol depositing Perfomance Bank Guaaotee Performao.e Securi\r' by the Resoluiion Applicet, in ltrd the partial of 6774 SQ Closing met, an application for demmation will be made to blPtan)/lstauM)2424 ra cPtB) 371 0J2024 tr the naret of: opd6 khhated hituc Lln e4

Resolution Professional as advised by the Resolution Applicant and such dema.catiod shall be comPleted prior to closing Date. The Resolution Applicant will be entitled at then sole discretion to sale and ransler the demarked lmd pdtial upon payment of entire amount olTered in the Resolution Plan on Closidg date itself to my party or person idendn€d by the Resolution Applic t. The tide deeds an.t sale ageements shall be 4e.uted by the Resolution Professions in favo. of such ad Idertified person sale proceeds ol such sales shall b. ,v,il2hl. i. Resolution Applicant. ii) No i.juDction or stay be granted towards the implementation of the Resotution Plan, which iequlres the Resolution Applicant to pay any amount in excess of the total fDmcial outlay proposed in iii) All governmental authorities should grant relief, concession dispensation, as may be required, for implementation oi the transactions .ontemplate.l ndcr the Res6hrli6n Pl,n in a ht li t q u n )/ a ls t t. A a E f M : )2424 i h 4 n d n Uats)d 3 7 t t u o a J b 2o 2 L o nbL optus accorddce wirh its terms and conditions and as required under reglrlation 37(1) of the CIRP Regulation (as Mended Irom time to i9 No guarantor of a.y loan or third-parry including promoter of the corpoiate Debtor shall have my right of subrogation against the Corporate Debtor in relation to aDy third pdty secunry ln.luding guarantee given by them in iavor oI my of ttre Financial or Operational v) No past liabilities shall accrue to the corpoiate Debtor except tnose assumed herein specifi cally by the Resolution Applicmt in the Resoluiion Plan; vi) The Resolution Applicdt should be provided suitable relief / srace peiod lor the implementation of tne resolution plan in the event ol oi occurence Mate.ial Adverse Etfect.

For the purpose of this Section, a 'Material Adverse Efiect' meds the Ioilowin8 acts, eventsj circumstances or causes: (a) acts of God in.Ludins lishtning strikes, floods, storms, epidemics md any natural disaster; (b) erplosions or firesj (c) acts or war (whether declared or atPtdn)/4stABM)2424 in e@) 37r oJ202a q,e ]n th. ndkt oJ: Lannakd toieft LinibL alTed conflict or act of torei$ enemy, blockade, ehbargo, tenorism, riotsj (d) strikes, boycotts, labour o. my disruptions other industrial disturbancesi (e) action of a gove.nment aeency (hcludins changes to Applicable Laws, or caocellation or suspension of ey licen*s or permits ol the corporate Debtor), resulting iD Material A.tverse Efiect on the business, operations, assets ilnmcial condition of the Corporate Debtor or the ability of the Resolution AppLicant to lmpbment the Resolution Plan in a.cordanc. with its terms. vii) In no event, total payments by the Resolution Applicant, lor claims relating to a period prior to the Closing Date {includine claims recognized itr this ResoLution Plan and claims that may a.ise in future) shall exceed the amounts mentioned in this viii) Upon approval ol this Pld by Resolution the dy dd NCLT, alL rights and entitlements of ey actual or potential creditors of tie corpoFte Debtor, oi dising on accout of the acquisition ol contrcl by the Resolution Applicmt ove! the corporate Debtor alPlan)/ 4'(AHM)2024 d cP(B) 371 0J2eo Lttherut r oJ: cDtus Lanindkd Pien Lhtb4 pursumt to tnis Resolution Plan, shall stdd Pemeendy *tinguished @d the corporate Debtor or the Resolution Applicatrt shall at no point of time, directly or indirectly, have any oblieation, liabiliry or duty in relation the.eto. ir) All claims tnat may arise in the future, including any claims from .lues arising uder dy law lor the time i. being force and payable to my Person, in.tuding a counte.party to a contract or to the Central Ooverlment, any state Govemment or dy tocal authoriry, resulting from a conract, judicial statute, proceeding or otheNise, whether admitted or not, due or contingent, asserted or un asserted, crystallized or uncrystalljsed, known o. uknowD, disputed or undisputed, present or future, in relation to any period prior to the Closing Date, shall be subject to the limit specified in so lar as they relate to the period prior to the Closing Date. x) All litigations, initiated & pending or threateoiDg adjudication, belor€ any judicial or judicial semi autho.iry, civil md authoriry eovemment {both cenhal or stare) againsr ttre Corporate Debtor, related to BtPtan)/ 45lAHrq2o21 h c4B) 371 at 2ua ]n tu @r4 of : .)phls Loninabd hnb Llhded that matters e addressed as per this Resolution Plan shall be withdram by the Compdy/Copo.ate Debtor upon apprcval of this pld ftsolution by Lhe NCLT.

All such creditors shall be to deemed have executed appropriate documents and take appropriate steps to give elTect to the above. n) Aly chdge, interest, penalE, pertai.ing to statutory authorities such T4, Td/ as Income SeFice Goods md Senice Td, VAT, Companies Act etc. which .emain outstmdinS even after payme.ts proposed in this Resolution Plm prior to CIRP comme.cement date shall stdd extinguished and be paived by the .espective authorities. a) Adjudicatins Authority issuing necessary directions to Income Td Authorities to grant relief to the Corporate Debtor under the p.ovisions of section 79 ol the Income Td Act, 1961 to .arry foruard and set off the losses (whether lapsed or not lapsed) of the Corporate 2016 Debtor for a period of eight (8) assessment years assessment year in which ResolulioD Pla. is approved; 'ld b) Income Authorities grantins relief to tne blPtan)/4stABM)2024 tn e@) 371 0f2024 tnthe mtet af: .4e kninobd hitut Lunift{

Corporate Debtor u.der $e provisions of section 79 of the Income Td Act, 1961 to cdry fosard aDd set off the losses (whet]1er Lapsed or not lapsed) of th. co.porate Debtor fo. a peliod of eight (8) assessment yeds 2,J16 subsequent to the assessment year in whlch Resolution Plm is approve.l; c) Adjudicatlng Aurhority issuing necessai, directiols Td to Income Authorities to ,aive ofi I.come rd liabiliq, on notional income if any, arising on account of implementation of the approved Resolution Plm. d) Adjudicatins Authoriry to off aUowing set MAT Credit (in Iull) as available to the corporate Debto., td against the in.ome as would be payable by the Corpolate Debtor aJter e) Adjudicatins Authoriry issuing waiver from obtaining approval o. consent required from the gomrnment or regulatory authorit or unde. enstilg .ontracts of the corporate Debtor pursudt to change in owneEhip I conrol/ management of the 4 Any liabiliB-including but not limited to negligent product/serice liability, breach of {addry/senice atdu)/4slaHM)2o24 in cPtBt 37 ) ar2o2a h tnz nac. ot: optos hni@k.l hirdE Liniten perfoman.e dd stnct prcduct/serice liabiliw produ.ts/s.niccs in.luding al.eady p.ovisioned by the corpomte Debtor before the CIRP Commencement Date shall not be prospectively s) ThelicNnd approvals held by the corporate Debtor, which expire prior to the Closing Date or within a penod of4 (Four) months rherearter, shall be .enewed/extended gove.nmental authonties, md the corporate Debtor shall be pemitted to continue to op€rat8 its hl governmental authorities will provide a .easonable period of time after the Closi.g Date (which shall not be less than a Four) months following the Closing Date) in order Ior the Resolution Applicant to assss the status of licenses md approvals requlred by tne Corporate Debtor md to procure that the corporate Debtor applies for the sme and for regularizing any non comPlidces under the Applicable law existing prior atPtdn)/4slaHM)2o24 ln e@) 37r oJ2a2o hthem@ af: aptos hni$ted toieb LhtP4 i) The centrar Board ot gldt d Direct Tdes shall exetuPtion to tne corporate Debtor lrom rhe piorisioDs or section 4s, 72(3), 50 cA, 56,43-8,79, read with 139, dd 115JB, 26q-55, 269-'t, 281, provision of Pdagraph X,r/ll of the In.ome1d Act or on account of all acrions aDd implementation of the 2016 j) The *emptions including but not limited to statutory md tmtion exemptions, concession or dispensation enlided in favour of the CorpoEte Debtor under the Applicable taws, shall be qempled or raived off by t]1e relevdt govemment authorities, hd the Corpo.ate Debtor shall be permitted for entitlemeDt for such subsidies a.d/or exemptioos in future; k) The Ministry of Co.porate Afiairs and/or the NCLT shall have granted their ior apprcval holding the annual general meetirs of the Co.porate Debtor even after the apiry of the stipulated mdimum period ior holding such meeting under Appli.able Laws; l) With respect to the proposed reconstitution of the bodd of directors of the Corporate Debtor on and from the date of transle. ol mdagement control ol the BlPton)/4stAHM)2o24 a clB) 371 of2a2o rnturub.or: optus Lani,eted hitut Ldtbd, coaorate Debtor, after all payments as per the Resolution Plan have been made, the NCLT shall direct the Ministry of Corporate Afans dd the jurisdictional registrar of compdies to take on re.ord such resiglations of dnecbrs of the CorpoEte Debtor (as may be identined by the Resolution Applicmt), md all relevant loms and necessary a.tions in this regard to affect such m) The Ministry of Corporate Affairs and the NCLT shall pemit the lac€ value reduction and the capital reduction in the manner contemplated in rhis Resolution Plan, by exempting compljance with the requirements set out in Companies Act, 2013 (md thereunde, and under any other Applicable Laws with r.spect to reduction ofshare n) The Departmelt of Registration and Stamps of the relevdt state md the Ministry ol Corporate Affairs shall exempt the Resolution Applicdt md the Corporate Debtor, from the lely of stamp duty and lees applicable in relatiod to this Resolution Plm (and aU alPt!)/4514tuq2424 in c41B) 37) af2o2a rn the Nb. of: optus Lonirckd huote Lrntbd.

documents to be executed to it, Pursuant inclu.li.g 2(]16 ed fiDancial atrangements) their idplementationj {ll A"\c n, , "l autlorities shall grmt my relief, concession dispensation as may be requircd for implementation contemPl,rcd under the ac.orda.ce with its tems and conditions inclu.ling any stamp dury payable in respect of any doaments executed in relation to such p) Notwithstanding the terms of the relevmt aSreementsj the NCLT shall direct that prio. approval of the counterparties shall not be required to be obtained contiol/constitutiotr oi the Corporate Debtor puFuant to tbe tems oI this Resolution Plan and such counterpartiesJ sh.ll waive all objections/liabilities of the Corporate Debtor rlsing out of the intimation of resolution/bekruptcy pro.eedinss involvins the Resolution Professlonal and in .espect of the implementation of this Resolution Plmi (II) shall AtPtai)/4st Hrr2el h cPlB) 371 0t 2Do tn n\. nakt oJ: optus Ldninal,.d huok Lhne4 waive the right to suspend dy these agreements due to previous delays / failures by the corpoEte Debtor to make payments under such asreementq and (iiil shau not terminate the relevdt or tale dy agreements adverse actions against the ql The CBDT md/or DoR shall grant the following exemptions/vaiversl i. lrom applicability of section 241 ol the In.ome 'ld Act, 1961 Including no obtaining objection certificate arom income td authorities in respect ot all the pending proceedings an.l .lues (including Inte.est dd penalry) ol the Corporate Debto. disiDg ior periods up to the Closing Date proceedings and .lues for periods prior to the Closing Date that may crystallize subsequent to the Closilg Date). shall restnct/ restrain from treating any .ontemplared in this Resolution Plan as being void or mn-complidt with any provisiods of the 'Ia Income Act, 196I; ii li.r ill r,x l,rfl,ie\ rrcrcst lln.ludnrs and BtPton)/4staHq2a24 a e[B) 371 of2a2o rhttuhdbtdl: optus Loninaka hwb Lintbd!

penalty) and td ising Proceedings in resp€ct ol perlods up to the Closing Date, In.ludins such liabilities/ lor Proceedings pe.iods up to tle Closing Date that may crystallize subsequent to the Closing Date in .espect oi on-going or potential lncome td litigations at all levelsi r) That the Hon ble Tribunal Pass an o.der for waiving all the past non-compliances of the Corpoete Debto. in relation to any delayed filing or filing ol non relevant mmdatory fo@s or retuns oi any other documentsi including any undeitrl{ings or acknowledgements to be in fiLed relation thereto, td under the Income Act, 1961, cST raw, Compdies Act, 2013, Foreign Exchange dd Mmagement Act, 1999 any other Applicabte laws s) To the extent ay amendments de mtined or are exemPtioDs granted beloie the Closing Date from the applicabiliE ol any laws (which are not in efiect as on the date of submission of this Resolution Pld), the Resolution Applicant shaU be entitled to 6vail ihe mendments or exemplions, provided that it shall not a(bn)/4sla M)2o24 h cPtB) 37 t at 2o2a rnlturute.oJ: aptus t ani,ated hinb Lth e4 treatment of dy staleholders as of the date ol this Resolution Plan. Includin8 I. pdticuld: (1)if the Ministry of Corporate Affaift permit reduction of capital of corporate debtors pusumt to resolution plms under the Code, without having to lollow the dd conditions processes set out in th€ Companies Act, 2013 {dd the tules frmed thereunder) and/or any circulds issued by SEBI, the face value reduction and the promoter capital redu.tion of the Corporate Debtor proposed under this Resolution Plan will be effected without iollowing such p.ocesses and I l AxAr ys,s A\D FTNDTNGS or THrs TRrEU^Ar ll lt is seen from the revised Form H ihat the Liquidation Value oI the Corporate Debtor is arived at Rs. 10,17,55,045 / and the con'esponding Fair Value is arrived at Rs. 14,69,70,290 /- 'ltre Resolution Pla.n is for an arnount ofRs. 13,60,4r,316/ (Including CIRP cost). 2) Futher, it is seen from Form - H, that presendy no applicatioD under Section 43,45,49 and 66 oIIBC, 2016 in the present matte. is pending on the lile of this Tdbunal. i btPbd/ 4sl^Hv2a21 cPtB) 37 t oJ 2a20 rn tlE nc@ al: op6 Loninated Paeb Linibd

& 3) The lmplementation Monitoring Committee shall consist of One Represertative of the Resolution Applicant, the Insolvency Resolution Professional, and One Representatives oI the Committee of Creditors. The Resolution Professional wil be the MoDitoring Agent for a period Irom the effective date til1 the closing date to ensure the effective implementation of the Resolution Plan. Ir 1) so far as the approval of the Resolution Plan is concemed, this Authoriq, is convinced on the decision of the Committee of Creditors, folowing the Judgment of Honble Supreme Court in the matter of I(. Sa3htdhar -ve IndiaD Ovelseas BaDX (2019) 12 SCC 15O, w]retein in para 19 and 62 it is held as folows; "19.... .. ln the prcsent case, however, our focus nust bo on the dispensation savemins the pracess ot awroval or rejecton al reelution plan by lhe CoC. Ihe CoC is called upon lo @nsidet lhe resalulion plan undet Sqtion 30(4) of the l&B Code atler il is venfied and vetled by lhe rcsolulion prcfessianal as being conplianl wilh all lhe slalutary requnehenls specilied

62. . . ... .1n lhe presenl case, hawevet, wo arc concetud with the prcvisions of 1&A Cade dealins th the rcsolution prccess. Tha dispensation prcided in the l&B Cade is entuely different. ln tens of Section 30 of the t&B Code, the decision is laken coleclively after due negoliali s behveen the linancial crediloB who arc constiluenls of the CoC and lhey express hen apinion on lhe proposed renlulion pian in lhe fon of votes, as pet lheir vating share. ln lhe meeting of lhe CoC, the prcposed resotulbn ptan is placed tot dlscussion and after full interaclbh in the pftsance af all con@med and lhe Resalution Prafessianal, the constituents ot the CoC finaly ptoceed ta exe.cise their opti@ (business/@nnerciat decision) ta atPkl)/ 4slAHN2a24 in cPtB) 37 ) oI202a h ttE ruit al: t)rdts t,onileted tuide Lianted.

approve ortullo approve the prcposed rcsolulion plan. ln such a case, nonrecarding of reasons wauld nat per-se fiiate lhe colleclive decision ofhe nnahcial $edilors The logislature has hot envisaged chatlenge ta the "connercial/business decisian" af the nnancial uedtors taken collectivety or for that natter their individual apinion, as lhe case nay be, on this counl. 5) Further the Supreme Court in the matter ofx. Sashtdha" v. Indtar Over3eas Bank and ors. (2019) 12 SCC 15O has lucidly delineated the scope and interference of the Adjudicating Autho ty in the process oI approval of the Resolution PIan and held as follovs; 55 whe.eas the .tsctehan al the adtLldicalnD authont (NCLI) tscncunscnhe.l by Seclbn 31 li.ned b sctuttky al the.eeltnian plah as app.a@d by the eguisite per cent al votilg share .f turancial creditars Even inthat enqutry,the grou.ls on whEh thc adjLdicating aLthanty can rctccl th. rcsalrtjan pl.n is in relerence t. natcts spccihe.l in Section 3A(2) when lhe esanltan ptan daes nat canfann lo lhe stated teqnnenents Rer'enhg la Sectan 3A(2) the enttuirt t. be dane is in respect al trhethet the tesannian pl.n provides (t) the payment ot tnsalvency rcsannian prccess cosls rn. spe.ficd mr.rc. r, pnanty b the repayncnl at ath...lebls aflhe caryatate debtar, li) lhe rcpaynent af the debts al opetanonal c.edlo.s it pr.s.nbc.i nannet (ti) the nanagenrent al the allaB ol the co.porate .leblar (t/) the rnplenentatian an.l supeNisian althe tesalLnian plan (v) daes nat cont1vene any althe pravislons al the lat lot the the being h farce, (vt) c.nronns to such athcr requrcments as nay be specihe.t by lhc Baad fhc Ba.k1 .efene.l to is establishe.l un.Jc.

Scctian 188 oflhe l&B Ca.le.Ihe pawcs and nnclians af the Boar.l hate been delineale.l n s.chan 196 of the l&B Cadc. None al lhe sDecite.l tunctans al lhe Baard. dneclly ot iidtectlt/ penah ta rcqulatina the nannet tn ||htch lhe tnancial cre.hats auoht ta ot oLght nat to e\erctse then canntetcial wsdon dutng the vating .n the resalLlian ptan unde. Sectian 3Ak)afthe l&B Cade The subieclve sahsfa.lpn ol the lhancial creditars at the tinc or vatinq is barn.l la bc a nixed baaaaoe at nic!! ef racta!j-19 !!!,:!r9:lgisitLr ?r!l vtab ilv af thc prcpas..t resalutbn plan an.l itcltldrlo hen petceptions abart the senetal cababli\ ar be tesalutian apptcanl ta translate the proEcted plah inta a rcalitl lhe .esalulian applranl nrar have oiven proiectians backed bv namlative data but slill h the apini.n al the dtssentiia hnanctal cteditats it wauld nat be tee f.an beina sa.crlalive rh.sc aspe.ls are canpletetv vr'ilhtn the .lanan af lhe lhan.ial b@on)/4st4HM)2o21 rn cPtB) 371 of2o2a h the haL. a! ; aptu Ldrtindted h"ate bhted' credilars Mo are caled upon to vole an lhe resolution olan under Seclian 30(4t al the l&B Cade.

5e. lndubitabtv. the inouiN in such an aaaeal would be limited ta lhe ao||er exercisable bv the resalutan professional under Seclian 30(2) of lhe l&B Cade or al best. bv lhe adiudiatino aulhottv (NCLD under Seclion 31(2) read wilh Seclion 31(1) al the t&B Code No othar inauiN would be penpissible Futlher, the junsdictan bestowed upon the appetlate auhonty NCLAT) is alsa expressly cncumscnbed. ft can examine lhe chalenge anly in relalion lo lhe grounds specilied in Section 61(3) al lhe l&B Code, which is liniled ta natlets bthet than" enquiry inta lhe autonony ar .anmercial wisdon al the dissenting linancial crednars. Thus, the prescibed autharnies (NCLTNCLAT) have been endowed wilh liniled iunsdiclion as specilied in lhe 1&B Code ahd nol lo act as a coun of eqlily at erercise plenary (enphasis supptied) The Hontrle Supreme Court in its recent decision in Jaypee Kensington Boulevard Apartmerts W€llare Assoctatton & Orc. v. NBCC (Irdlal Ltd. & Or3., in Ciril Appeal no. 3395 af 2A2A dated 24-O3.2O2t has held as follows; " .76. fhe erposilians afaresaid nake il clear that lhe decisian as lo Aheth4r .orpoal. dablot shoLld rcnliiu" as a gatng .on en ot shouu be liquidated is essentially a business decisjon; and in the schene of IBC this decisian has been letl to the Committeo of Crednors, campnsing af the linancial credilors. Ditrerenly put, in regard la lhe insolvency reslution, the decision as lo whelhet a panicular resolution plan is to be accepted or nol is ultimately in the hands al the Conniftee ol Crcditare: and even in such a decjsion naking pracess, a resolulion plan ahnol be laken as approved n he sane is nal aryraved by vates of at leasl 66% af the vatins share of tinanciat uedtars. Thus, broadly put, a resolution ptan is awraved only when the collective cammercial wisdom al the linancial credilars, having at leasl LBrd majority at volins share in lhe Comnittee of Creditors, stands in its favour. 77. ln the shene of lBC, whete approval af resolutian plan is exclusively in the donain of the camnerciat wisdam ol CoC, the scope of judicial review is conespon lingly chcum*nbed by lhe Dtovisians funtaired in Seclian 31 as regatds approval of lhe L/ atPton)/ 45lAHMPa24 a e@) 37t oJ2o2a h nle ndtu af; l)rtus L n\inatea hnft Lihtua.

Adjudbating Auhonty and in Section 32 read with Seclian 61 as regards the scope of appeal againsl lhe oftJer of apprclal 771 Such linlations an juclicial revew have been duly unde6cored by lhis Coun in he decisihs above-refered, where it has been laid down in explicil Iems lhal the powets of the Adjudi@ling Authorily dealing wnh the resoldtion plan da not extend to exanine lhe corechess ar atheMise ot lhe bhmercial wisdon exercised by lhe CaC fhe liniled judicial rcvbw available to Acljuclicaling Aulharity lies wilhin lhe lour j0(2) corners ot Seclion al lhe Code, which would essenlialy be to exanine lhal lhe reelulion plah does not contavene any ot lhe prcvisions of law lot the tine being in tor@, it canloms la such athet rcqunenents as may be specitiecl by lhe Baard, an.J it pravides to.: (a) paynent of insalvency resalution process costs in p.iaily: (b) paynent al debls ol opehtional uedita6; (c) paynent af debts or dissentihg linanciat crednars; (d) for nahageneht of atuns al corporate deblor afler approval al the resotution ptan; ahd (e) implementatan anct supeNsbn at the 77.2 fhe limitations on the @ope af judicial review are .einfor@d by lhe liniled gtound provided far an appeal agatnsl an order appravins a re@lutian plan, namely, ir he plan is in conlruvenllan of the provisions of any law far the line being jh force; ot therc has been mabnal nregulaity in e\ercise af the pawerc by the resolutian prcfessional duing the caryarate insalvency rcsalotiah penad; ar lhe debts awed to the operalional credlors have nat been provided fo.i ar lhe nsolvency resoluian prc@ss costs have nol been provide.l far repaynenl in prio y ar Ihe reslution plan does nat conply wilh any olhet ct ena specified 7761 The assessment aboul maximisatian ol lhe value of assels, in lhe scheme ol lhe Cade, would always be subjeclive in nalure and the queslioh, as lo whethet a padicular rosalulion plan and ils proposilions are leadihg lo maxjnisalion al value of assets ar nol, would be lhe natler of enquiry and assessnenl af lhe Conhiltee of Crcditots alone.

When the Comnntee of Crcdtorc takes the decisbn in ils conmercial wisdon an.l by lhe requisile najadty: and there is no valid reasan in law lo questian the decision @ laken by lhe Connillee af Credilos, lhe adju.licalory pracess, whelhet by lhe Adjudicatjhg Authanty ot the Appellale Aulhotity, ahnal enter ihto any quan talive analysis lo adjudge as ta wheth the pro@iptian of the resalulion plan resufts ih maxirnisation af the value of assels or nol. The generalised subnissions ancl abkclians nade in rclalion lo this aspect af val@ maxinisatan do nol, by thenselves, nake out a case ol inbneren@ in the decisian laken by the Commitlee of Crectuors in ils bnmercial wisdon la,/

78 Io pul h a nrtshcll the Adtudcatiig Aulhanly has inted jLrjs.lich.n tn lhc nattcr of appravalal a resalutian plan which ts jA(2) weltdenned and crcunscnbed by Sedrans and 31 af the Cade read wnh he pa.anete.s dehneated by this Cauft ih the .Je.isrbrs above releaed fhe jurisdicti.n ol the Appellale Althotity ]s also cncunscribed by the tinted graunds ofappeat pnvided in Section 61 ofth. Co.lc ]n lhc a.t)u.licalary prcccss caiccming a esonlt.n plan under IBC lhe.e ts na scape lar tntenerence wlh lhe conne.cial aspects af the decisian .f the CaC andlhete Bnas.ape fotsLbstitLnntg any connecial tern al the esalutian plan appr.ve.t by the CaC Wlhn ils hnle.l tuts.lictian, if lhc A.ljulEalng Authanty o. the Appellale Aulhanty aslhe casenay be ',nukl hn.l any shadconling itthe resaluhan plan rB a is he specited patu etets it 'toll.l anly sehd the tesalutian plan back to the Connittee ol C.ctlitars, for re-sLbnissian after s.rsl,/,g ahe p.Enclcrs .leth.alcd by c.de and e\p.sited bylhts Co|n. 7) A1so, the Hon'ble Supreme Court of India in the matter oI comEittee of Creditors of Essar Steel India I Limited v. Satish Kumar Gupta and Ors. (2020) SCC 531 after referring to the decision ]n x- s(,shldh.lr fsapra, has held as fonows; '73 fhere is no daubt whatsoever lhat lhe utimale discrelian al whal lo pay ahd how nuch ta pay each class o. sub-class of credilors is wilh lhe Conni ee al Crcdilors, but, the decision ot such Conmittee must reflect lhe lact lhal il has taken ihta accaunt haximising the value of the assets ot jt lhe @ryoftle deblor and the fact lhat has adequately b.l...cC lh. n!.t sls .f all stakehalders inclu.ltnlj opetational creditots. This beins the ca*, judicial revbw ot he Acrjudiating Aulhaity lhal lhe resolution plan as apprcve.! by the Cannill* of Cre.lilo6 has rel the rcqunehents refened to in Section 30(2) woutd inctude judiciat rcview that is nentioned n Section 30(2)(e), as lhe provisions of lhe Code a.e also prcisions of law for lhe tine beins in tor@. Thus, while the Adju.Jicating Authoriy annol ihbnerc on nenls with the conmercbl d3cision atPtdnt/ 4stAHM2a24 in cPtB 37r ar 2a2o tathe nokrof optu Lani,@ad *irab Livnred.

taken by the connittee ot Credfiors, lhe limiled judicial teview available is to see thal the Connittee af Creditos has laken inlo account the facl that the corcarale debtar needs ta k@p going as a qoing cancem during the insolvency resalution p@cess: lhat il needs lo naximi* the value of ils assets; and thal the inte.ests of all slakeholders including opatatianal credilors has been taken care of. lf lhe Adjudicating Aulhotity fjnds, on a given sel of facls, lhat the alorcsaid parameteE have not been kept in viev it nay end a resalulion plan bac* ta the Commtee of Credila\ ta rc-submit such plan after salisfying lhe aloresaid pabnelets fhe reasans oiven bv lhe Cannitee of Credilors wl,ile approviho a resolulbh plan hav thus be laaked at bv lhe Adiudicalino Aulhotitv onlv tah this ooint of iew. and once it lS satistied lhat the Connitlee of Credilars has paid altenlin !9 these kev features. il nust lhen pass lhe resoluti plan. ' q!h9! thinos beiho eduat

8) The Hon'ble Sup.eme Court in the case of Ra'mkrishn(r Forgi^gs Limlted os. Rdnndrd laonkdr, Resolution Profession(rt oJ ACIL Llmlt d & Anr in Cit]tl Apped-l No. 1527 oJ 2022 also has reiterated that CoC wisdom

9) Thus, from the catena of judgments rendered by the Supreme Court on the scope of approval ofthe Resolution Plan, it is lmply made clear that only limited judicial review is available for the Adjudicating Authoriq, under Section 3O(2) afld Section 3t ol IBC, 2016 and this Adjudicatine Authority cannot venture into the / tLt alPta^)/4staBM)2424 e e@) 371 of2o2a hlhe nait af: lrt6 hnltud htut Ltatbd commercial aspects of the decisions talen by the Committee of Creditors. 10) On hearing the submissions made by the Ld. Counsel for dd the Resolution Professional, perusing the record, we rDd that the Resolution Plan has been approved with 10O% voting share in the 96 CoC meetine. As per the CoC, the pla]l meets the requi.emeDt of being yiable dd feasible for the revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the pld Resolution Applicant lor maling the effective after approval by this Bench. On perusal of the documents on recordr \re are also satisfied that the Resolution Plan is in accordance with sections 30 and 31 of the IBC and also compties with reeulations 38 ed 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations,2016. I 1) As far as the question of s1'antins time to complv with the oblisatiors/scckrDg govemmental authorities is concerned, the Resolutior Applicant is directed to do the same $.ithin one year as plescdbed under Section 31(4) of the Code. 12) The Resolution Plan in question is hereby approved by this Adjudicating Authority, subject to the ot'seNations and condition made in this order. The Resolution Plan shall fom part of this Order. The Resolution Plall is binding ofl the Corporate Debtor and other stakeholders. 13) The Resolution Applica.nt is directed to make the entire Resolution PIan amount within the \.' 6tPtan)/45( HM2a21in cPtB) 371 al202a rn rtu nabr of ope Lanircbd hnte Linned.

as slipulalcd undcr lhe Resolution Plai, t:riLing $hich lhe entire amount paid by the Resolution Applicant (including the Pelfomdce Bad. Gudantee, if any) as on the said dy date would stand automatically forfeited, without recourse to this Tribunal. 14) Cedined copy of this Order be issued on demand to the concerDed parties, upon due complimce. if ts) Liberty is hereby granted for moving any application required in connection with the implementation of this t6) A copy of this Order is to be submitted to the concerned Office of the Registrar of Companies. 17) Accordinsly, IA(Plan)/4slAfiM)2o24 sta,rds allowed ajld

18) The Monitoring Committee is directed to Iile a status report alter 180 davs from the approval ofthe Resolution PIan. 12.-.p PpLt-t 1 I .J e,rc,l n ,-nd e nr. r5.. ,lp_ Iorthwith to all the parties and thcir Lcarncd Counsel for information and for taking necessary steps. Files be consigned

-sa- SAMEER XAXAR MEMBER (TECHI{ICAL) MEMBER (JUDICIAI) !!

btau)/45lAHq2a21 in e@ 37t aPa2a ,nhe ndtu oJ: t tu Lanntaba tuab Linna,: