Approval of Resolution Plan- Sambandh Finserve Private Limited

IN THE NATIONAL COMPANY LAW TRIBUNAT CUTTACK BENCH IA (IB) (Planf No. 3/CB 12o25 IN cP (IBf No" 27lCBl2o23 (An Application filed under Section 30(6) read with section 31(1) of the Insoluency and Bankruptcy Code, 2016 read with Regulation 39ft) of the Insoluencg and Bankruptcy Board of India (Insoluency Resolution Process for Corporate Persons) Regulations, 2016) In the matter of: ffiIES DEVELOPMENT BANK OF INDIA ..." FruaucrAr" CREDTToR Vs SAMBANDH FINDERVE PRIVATE LIMITED ." Conponeru Dpnron AND In the matter of: SARIDENDU JENA RESOLUTION PROFESSIONAI, OF SAMBANDH FINDERVE PRTVATE LIMITED Registration No. IBBI/lPA-002/IP-N OO52O 12027 -L8l 11622 Registered Office At: Plot No.O-a/9, Civil Township, PS: Raghunathpalli, Rourkela-769004 and Stae office at: 2"d Floor, Plot No.216, District Centre, Chandrasekharpur, Bhubaneswar-Khurda .....Applrceur

Derp or PRoNoUNcEMENT: 2O"O L.2O26

Conau: DEEP CHANDRA JOSHI, MEMBER {JUDICIAL} BANWARI LAL MEENA, MEMBER (TECHNICAT)

Apppaneucp: Fon ApplrcANT: Sanroprvou Jewa, CS (RosoLUTIoN PRorrpsrowell gc'\ -/ sd

NCLT, CurrAcK BENCH IA(IB)(Pmu) No" 3/cB/202s IN cP(rB)No" 27lCB 12023 TErIP OF CONTENTS PRocESs: suMMARy oF THE Conponetp lusol,vpNcY REsoLUTIoN .'......3 o Valuation of the Corporate Debtor: ............ ....'...7 o Obsenrations in Transaction Audit Report: '........"..'...'.'....8

Plnu: SALTENT FEATuREs oF THE Rpsol,utlou ....'...'......,',...19

Distribution of Proceeds from Recovery of PUFE Transactions: ......... ......21 Feasibillty and Viability of the Plan: ..".....".21 plan:........ Debtor with the SRA as proposed in the .........,..'......'23

OBSERVATIONS:.... ,.,,..,24 FINDINGs AND Regulations: ........... ......28 the Corporate Debtor:............ """29

SUB.JUDICE APPLICATIONS BEFORE THIS ADJUDICATING AUTHORITY DEBTOR: FILED BY OR AGAINST THE CORPORATE ................',"'44 ORopn Frull, '...'."...'..'......'48 gA --got

NCLT, Cuttecx BPucn IA(IB)(PrEu) No" 3/cB I 2025 IN CP(IB) No.27lCBl2o23 ORDER

1" This appiication is filed by Saridendu Jena Resolution Professionatr (hereaft.er'RP/Applicant') of SAIVIBANDH FINSBRVE PI{IVAT"E LIMITED (hereirrafter 'Corporate DebtorlCD') bringing on record the R.esolution Fian approved by Committee of'Creditors (hereinafter 'GoC') under Sectiort 30(6) of the Insolvency Bankruptcy arrd Code,2016 (hereinafter'IBC/ the Code') read with Regulation 39(a) of the Insolvency and Bankruptcv Board. of India (Insolvency Resolution Process of Corporate Persons] Reguiatiols, 20 16 (hereinafter'CIRP Regulations/Regulations') seeking approvai of resoiution plan as approved by the CoC u / s 3 1 (X ) of the Code ' s_urr{M-aBx_o EIL-CXIRESqLUTI9U-889"9'ESS: Z, The Corporate Debtor was admitted into CIRP vide order dated O5"O9.2O24 for a default of Rs" 47,74,79,9291- and Saridendu Jena was appointed as the Interim Resolution Professional (IRP) of the Corporate Debtor in conformity with Section 16 of IBC.

B" In compliance with section L5 of IBC read with Regulation 6(1) of CIRp Regulations the IRP published a public announcement in Form A on o7.og.2o24 in English Daily newspaper "Times of India" and Vernacular newspaper (Odia) "Prameya" wherein the last date to file claims against the corporate debtor was indicated to be L9.O9.2424

4. The iRP, within the stipulated time as provided in Form-A, received 3 claims and the IRP as mandated by section 18(b) read with Regulation iB(1) of CIRP regulation collated and provisionally admitted the claim and gd 6d

NCIT, C[rrrAcK BENCH IA(IB)(PLaN) No. 3/CB I 2025 IN CP(IB) No.27lCBl2023 prepared a list of creditors as required under Regulation 13(2)(d)" Subsequently the CoC was constituted u1s 2L(I) read with section 18(1)(c) of IBC,20i6 with 25 members and as per regulation 17(1) of CIRP Regulations a report certifying the Constitution of CoC was filed before the Tribunal through IA(IB) No" 29OlCBl2024 which was taken on record uid"e ord,er dated O5.O2.2O24" But subsequently claims of other creditors were admitted by the Applicant and as on date of the present application there \Mere 32 CoC memebers L-rst-p-f 9-qe-d-if ers"; s1 Name Admitted Claim Voting No (rNR) olo Small Industries t)evelopment Bank of India 61,54,33,081 12^84 1 2. Ananya Finance for inclusive Growth Private 8,74,69,495 I^82 Limited J a. Annapurna Fina.nce Private Limited 8,20,56,292 t.7 L 4" Catalyst Trusteeship Limited 8,97,38,600 1.87 5. DCB Bank Limited ro,42,66,782 2.18 6. Easy Home Finance Limited 1,08,40,384 o.23 7. GLS Alternative Investments- 23,65,82,4r3.92 4.94 Mikrofinazfonds 8" Habitat Micro India Housing Finance 10,48,08,300 2.r9 Cornpany Private Limited 9" IDBI Bank Limited 7,32,60,222.53 1.53 10. IDFC First Bank Limited 18,86,43,72r 7.46 t6,90,64"684 II Incred Financial Services Limited 14 ,7 7 ,59,114 3^07 1.2. Manaveeya Development and Finance Private 25,27,77,O77 5.27 Ltd. 5d >d

NCLT, Cuttacx Bpucn IA(IB)(Preu) No" 3/CB I 2025 IN aP[B) No.27lCBl2o23 13. Micro Units Development and Refinance t7,27,57,116 3"60 Agency Limited (MUDRA) Muthoot Capital Services Limited 7,98,00.000 1"66 15. NABSAMRUDDHI Finance Limited 3,68,84,000 0"84 32,13,000 16. NABFINS Limited 8,58,28,305 t.79 17. Nabkisan Finance Limited i 1.65,03,382 2"43 18. Pahal Financial Services Private Limited 4,52,38,O95.24 o.94 19. Samunnati Financial Intermediation and 4r,38,75,263 8.63 Services Pvt. Ltd" 24. Satin Creditcare Network 2,88,91,497 0"60 2t Satin Finsenu Limited 5,22,28,456 r "09 22. SBI SARB Sambalpur 4,04,15,303 0.89 23. Shriram Finance Limited (Shriram Union 1,92,63,914 0.40 Finance Limited) CA UCO Bank, Rourkela Main Branch 24,45,28,331 5.31 25 Vivriti Capital Limited 16,96,75,97O 6.05 26. AU Small l.-inance Bank Ltd (Formerly 14,25,49,888 2.59 Fincare Small Finance Bank) 27. Profectus Capital Pvt Ltd 3,53,28,032 o"74 'r"68 28. Electronica Finance Ltd. 8,A6,62,672 29. Bandhan Bank Ltd 7,04,37,658.20 1.47 30. IvIAS Financial Services Ltd^ 32,87,39,805 6.86 31 ICICI BanK Ltd" 17,19,B5,359.41 3.59 32. CANARA Bank 16,oo,44,774.24 3"34 Total 4,79136,25,042.50 100

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NCLT, Cumecx Bpucn IA(IB)(Preu) No. 3/CB I 2025 IN CP(IB) Na" 27lCBl2023 Oppn.erroNAl, CREDrroRs S1 Name Type of Creditor Total Claim Admitted Voting (rNR) Claim (INR.) No o/o Commercial Tax Government Dues t,l2,4I r52 r,r2,4t,r52 0 1" Department. Chattissarh 2. Anita Bilung Employee/Workmen 2,50,000 1,L2,169 0 Budhnath Employee/Workmen 1,27,364 1, 12,803 0 Oram 4^ Felix Xess Employee/Workmen 9,59,001 0 0 5. James Dinesh Employee/Workmen 39,60,274 10,89,718 0 Rai 6" P Elias Lugun Ernployee/Workmen 12,49,1,84 5,16,47tr 0

5" The Ist CoC meeting was held on 04.10.2024 wherein the IRP was conlirrned as RP. The RP on 15. LO.2O24 in accordance with Regulation 27 af CIRP Regulations appointed2 (two) IBBI registered valuers, i"e. Mf,. Manish Ku Jhunjhunwala (SFAI having registration no. IBBI/RV/ 06l2OL9 I 11426 and Mr. Rahul Parasrampuria having registration no" IBBI/RV/06l2OI9l11426 for the purpose of valuation and verilication of the 'securitg and trino;ncirr,l Assets' of the Corporate Debtor and appointed 2 (two) IBBI registered valuers i.e" Mr. Manlsh Kumar KhanduJa having registration no. IBBI/RV/0212OL9112299 and Mr. Abhisekh Shukla having registration no. IBBI/RV/02l2O2Ol12763 for the purpose of valuation of 'Plqnt & Machlner! of the Corporate Debtor. The RP on tO.lO.2O24 also appointed Prasanta Das & Co, Chartered Accountants as Transaction Auditor having registration no. 058451 for the purpose of conducting an audit of the accounts of the Corporate Debtor.

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I rA( rB (T:l$',fJ"Ti3[ ffU ) InI CP(IB) No" 2T lcBl2oZs e Valuation of the Corporate Debtor: 6. The Consolidated Valuation of all the assets of the Corporate Debtor based on the Valuation reports submitted by the appointed valuers is as follows: - Average fair Value- Rs.3Or6B r2OrLO2l- - Average Liquidation Value - Rs,BOr4ArggrgST l - The summary of the valuation Reports submitted by the appointed valuers are as follows: sl CerpooRy Nenrp or Var,upn F''etn Vnr,up Lrguroarrou No (IBBI REGISTRATIoN (nv INR) VALUE Ip) (rN rNR)

1 Manoj Kumar 13,45,O72 L2,95,522 Khanduja Plant & IBBI/RV Machinery I O2l 20L9 I L229e

Abhisekh Shukla 72,45,972 9,96,777 IBBI/RV I 02 I 2O2O I 12763

2" Manish Ku 30,5O,24,58C) 30,3o,52,540 Jhunjhunwala Financial rBBr/RV Assets l06l2oL9l11426

Rahul Parasrampuria 30,50,24,575 30,30,52,535

SA /?- -3d __v--

NCLT, CurrAcK Bpucn IA(IB)(Pueu) No. 3/cB 12026 IN CP(IB)No.27lcB 12023 IBBI/RV l06l2oL9lLL63e r Qbsenrationst!4_Tlensaction Audit RePort; 7 " The Transaction Audit Report showed certain tnansactions brarred uls 56 of tr8C,2016 and in respect of that the applicant had frled applica.tion in the form of trA (IB) No. 7LlCBl2025, which is pending before this Adjudicating Authority:

8. On 05. LL.2A24, the RP as per Regulation 36A (1") of CIRP reguiations published Form-G i.e. Invita.tion for expression clf interest and the last date for submitting Expression of Interest (EoI) was 2O.LL.2024" ln response to the Form-G, the RP received 12 EoIs out of which only one was lbund to be eligible. In the 3rd CoC meeting held on 29.1,1,.2024, th"e RP suggested waiving off the eligibility requirements in order to accept the irreligible PRAs but the same was not approved by the CoC. 9. In the 4th CoC meeting held on O5.I2.2O24 the eligibility criteria was revised by the CoC and revised EoI was approved by the CoC in the 4th CoC Meeting and Form-G was Re-Published on LO"L2.2O24 andthe last date lbr receiving the EoIs was rescheduled to 25.L2.2O24. 1.0, The RP in response to the Revised Form-G received Eols from 13 FRAs alt of them were found eligible as per the revised eligibility criteria and the PRA list was approved by the CoC in the 6th CoC rneeting held on 1O.O1.2O25, The CoC approved the Evaluation Matrix (EM) prepared by the CoC in the same meeting. The List of PRAs as approved by the CoC is as follows: gA- -3d

NCLT, Cumecx BENcH IA(IB)(Prnn) No" 3/cB I 2025 IN cP(IBlNo.27lCBl2023 Sl" Nemn oF PRA ADDR,ESS No" I Consortium of N/A 1"Akhil Jain. 2. Wendt Corporate Services Pvt. Ltd" 3 "Rohstoffe International Pvt. I-td" 2" Alchemie Financial Services Ltd" 205, UDYOGKSHETRT{ 2ND FLR, L"B,S. MARG LINK RD. MULUND, MUMH,qI, Maharashtra, India, 400080. \), Credent Global Finance Limited IJnit No. 609-A, 6th Floor, C-wing, One BKC, G Elock, Opposite Bank of Earoda, Bandra Kurla Complex, Bandra (East), Mumbai, Bandra, Maharashtra, India, 400051" 4. Consortium of Levei- 6, Gala Impecca, Next to Inspira Infra (Aurangabad) Limited; Courtyard rnariott CTS- 2911, (crN- u 2423OMH 996PLC099982) Chakala, A"K" Road, Andheri 1 And (trast), Mumbai City, Mumbai, Aayush Madhusudan Agrawal Maharashtra, India, 400059. Navneet Garg, Founding Partner of N/A Tavasya Capital Managers LLtr (In Individual Capacity) 6. Paridhi Finvest Private Limited FA 23 LakeCity Mall Kapurbavdi Junction, Thane, Mumbai City, West Mumbai, Maharashtra, India, 4A0607. Rajradhe Finance Limited 101-104 Tilakraaj Complex, Nr" Surya-Rath, Panchvati First Lane, Ambawadi (Ahmedabad), Ahmedabad, Ahmedabad City, Gujarat, India, 380006. 8" Real Vaiue Infotech Projects Private 2/t, MOTILAL NEHRU ROAD, Limited MEZZANINE FLOOR, Kolkata, 3d 3az

NCLT, CurrAcK BENCH IA(IB)(Prau) No. S/CB I 2025 IN cP(IBlNo" 27lCBl2o23 KOLK,\TA, West Bengal, India, 700029" Square Four Housing 9. & 238A, A.J.C BOSE ROAD 2ND Infrastructure Development Private FLOOR, SUITE 28, Kolkata, Limited KOLKAT,A., West Bengal, india, 700020. 10" Tech Mech International Private Flat No.1E, 1sr. Floor, 5-505 Limited School Block, Shakarpur, East Delhi, Delhi, India, LL0092" 11" Vraj Bvg Infrasheltors LLP 2.d floor Simran Center F{issa 3 Part 4, Part 30H Parsi, Panchayat Road Andheri E Naga, The Spice Restaurant, Andheri East, Mumbai, Maharashtra, India, 400069" 12. Yaduka Agrotech Private Limited 29A, Weston Street, 3rd Floor, Kolkata, West Bengal, trndia, 700012" 13^ CIMMO VINIMAY PVT I,TD (CIN- 1, GRASTIN PI,ACE ORBIT u5 1 909WBL994WC064 1 87) HOUSE 3RD FLOOR, ROOM NO"- 38, KOLKATA_ 7OOOO1, PAN- AABCCgSOgL 11" The 7th CoC meetlng was held on 3O.O1.2O25 wherein the CoC approved the Request for Resolution Plan Document (RFRP)" The Last date for submlssion for the resolutlon Plan as per RFRP \ilas 23.02.2025" In the same meeting the CoC also resolved to seek an extension of 90 days to complete the CIRP process and in pursuance of that IA(IB) No" 56lC.Bl2O25 was filed by the RP which was allowed by this Adjudicating Authority vide order dated o4"o3.2o25 and the CIRP period was extended from O4.O3.2O25 to 30.06.2025.

L2" In the 8th CoC meeting held on 27.02.2025, the RP apprised the CoC that 4 PRAs have sought extension of time for submitting the Sa pff rA( rB [:lfr ' -iJ"Ti8[ H ) IN CP(IB)No.27lCBl2A23 resolution plans and the same was put for voting by the RF before the CoC but the same was not approved by the CoC. 13, In the 9th CoC rneeting held on 07.O3"2A25 RP opened the plans received from 2 PRAs i.e. (1) Yaduka Agrotech Pvt Ltd and {2} Cimmco Vinimay Pvt" Ltd" The RP verified the plans to ensure its compliance with the RFRP and the defects thus noticed were communicated to the Resolution Applicants" In the loth coc Meeting held on o3"o4.2o25 the pians subrnitted by both the Resolution Applicants (RAs) were discussed and deliberated upon by the CoC members and negotiations were undertaken with the RAs" The R{s subsequently made changes in their plans in pursuance to their negotiations and resubmitted the same" L4" In the 1lth CoC meeting held on L7.O4,2OZS both the plans were put to vote before the CoC and the voting was kept open till 28"04 "2025 which was subsequently extended up to 05"05.2025 and further up to 14,45.2025" The voting was further extended up to 13.05"2025 upon the request of UCO Bank.

The voting was concluded on 13.05"2025 and Yaduka Agrotech Pvt ttd was declared as the Successfirl Resolution Applicant. 15" The applicant has filed Revised Form-H under Regulation 39(4 vide affidavit dated 19.72.2025 of the CIRP Regulations,2016 wherein at Para 9 it has certified the compliance of the mandatory provisions of the code and its applicable Regulations. Requirement with respect to Clause of Complia Resolution Plan Resolution Plan nce (Yes/No)

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NCtT, Cumacx Bpucn IA(IB)(Praw) No. 3/CB I 2025 IN cP(rB) No" 2V lCBl2A23 2s(2)(L'LI Whether the Resolution Applicant Yes meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD? Section V/hether the Resolution Applicant is Yes 29A eiigible to submit a resolution plan as per: the final iist of Resolution Professional or C)rder, if any, of the Adjudicating Authority? Section Whether the Resolution Applicant Appendix 10 off Yes 30( 1) has submitted an affidavit stating the Plan that it is eligible? ISection Whether the Resolution Plan- 30(2)l (a) provides for the payment of (a) Clause Yes insolvency resolution process costs? 3.2 of the plan (bi provides for lhe payment to the (b) Clause Yes operational creditors? 3"2 of the plan (ci provides for the payment to the {inancial creditors who did not vote (c) Clause Yes in favour of the resolution plan? 3.2 of the Plan (d) provides for the management of (d) the affairs of the corporate debtor? Clause Yes 3"3 of the et \)c

NCLT, Cumecx BENcH IA(IB)(PraN) No" 3/CB I 2026 IN cP(IBlNo.27lCBl2023 (e) provides for the implementation Resolution and supervision of the resolution Plan Yes (e) plan? Clause 3.4 of the Resolution (f) contravenes any of the provisions Plan of the law for the time being in force? Yes (0 Clause 3"5 of the Resolution Plan

Section Whether the Resolution Plan 30(4) (a) is feasible and viable, according Minutes Yes to the CoC? of the I lth (b) has been approved by the CoC CoC witLl 660/o voting share? and 15tr, CoC

Section Whether the Resolution Plan has Clause 3.4 of Yes s1(1) provisions for its effective the Plan implementation pian, according to the CoC? Regulation "Where the resolution professional Yes 354 made a determination if the corporate debtor has been subjected 'f*fiFHMEffi&EiH Sd 9a Page t3 of50 ---

NCIT, Curracx BENcH IA(IB)(Pmu) No. 3/cB I 2o2s IN cP(IBlNo. 27lCB l2a2s to any transaction of the nature covered under sections 43, 45, 50 or 66, before the one hundred and fifteenth day of the insolvency commencement date, under intimation to the Board?

Regulation Whether the amount due to the Clause 3.2 of Yes 38 (1) operational creditors under the the Resolution resolution plan has been given Plan priority in paSzment over financial creditors?] Regulation Whether the resolution plan Clause 3.2 of 38(1A) includes a statement as to how it Resolution Plan Yes has dealt with the interests of a-11 stakeholders?

Regulation (i) Whether the Resolution Applicant Clause 3.5"10 of Yes 38( 1B) or any of its related parties has the Plan failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code.

(ii) If so, whether the Resolution Applicant has submitted the NA statement giving details of such non implementation?

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NCLT, Cur'TAcK Bpwcn IA(IB)(Preu) No. 3/cB l2O2S IN CP(IB) No.27lCB|2O23 Regulation Whether the Resolution Plan 3B(2) provides: Clause 3.3 and (a) the term of the plan and its 3.4 of the Plan Yes implementation schedule?

(b) for the management and control Yes of the business of the corporate debtor during its term?

(c) adequate means for supervising Yes its implementation? sB(3) Whether the resolution plan demonstrates that (a) it addresses the cause of default? Clause 3.5 and Yes 3.6 of the Plan.

Yes (b) it is feasible and viable?

Yes (c) it has provisions for its effective implementation?

Yes gc gA ='-

NCLT, Cutracx BENCH IA(IB)(PrAN! No" 3/cB I 2O2s IN CP(IB) No.27lCB|2O23 (d) it has provisions for approvals required and the timeline for the same?

(e) the resolution applicant has the Yes capability to implement the resolution plan? 3e(21 Whether the RP has filed The plan does Yes applications in respect of not state transactions observed, found or anything determined by him? regarding the pending applications but as per Form -H IA(IB) No" 7r lcBl2025 has been liled with respect to fraudaulent transaction

Regulation Provide details of performance Performance Yes- 3e(41 security received, as referred to in Bank Provide sub-regulation (4,\) of regulation Guarantee to d 368.1 the tune of Rs" 75,O0,OOO/-has been submitted by the SRA which qa _qd Fage {6 of50 4?---

NCLT, Curtacx BENcH IA(IBXPTAN) No. 3/CB l2O2S IN CP(IB) No.27lCBl2o23 is valid upto 2t"05"2027 "

16" The applicant in the 11th CoC Meeting had put the 2 Resolution Plans received from lhe 2 PRAs. The CoC deliberated on the plans and recorded its deliberations in the said meeting. The plan was put to vote between 17 "O4.2O25 and 13"05,2025 wherein the plan submitted by Yaduka Agrotech Pvt Ltd was approved by CoC with 75"98o/o votes" The Adjudicating Authority vide its order dated 22.08.2025 allowed the application filed by RP in IA(IB) No. 9LlCBl2025 directing the admission of claim filed by Northern Arc Capital Limited (NACL) and its inclusion into CoC and subsequently CoC was reconstituted. L7. Pursuant to the Adjudicating Authority's Order in this present application, NACL submitted a letter dated 10.10.2025 expressing unconditional assent to the Resolution Plan approved earlier by the CoC'. The letter of assent was tabled before the 15th CoC meeting held on 15"10.2025, wherein members took note and acknowledged NACL' s concurrence. The RP accordingly filed IA(IB) 324lCBl2O25 through which he filed a revised Form H, incorporating NACL's claim and distribution share, and also submitted a comparative CoC constitution sheet showing voting strength before and after NACL's inclusion" The revised voting share is as follows:

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NCIT, CurrAcK BENCTI IA(IB)(Pumr) No. 3/cB I 2026 IN CP(IB) IVo.27lCB 12a23 fiarrre +f thr: lltsolulitrr ltrofrrriorr:rl; 5;rrirtlirtd* ,Ier]a It!1Il llcliictraiioB Xor !lllltltl'A-{r0:JlI,"}i005t0/:{}lT-l{l,rt td'}} Vr*llcutioa lratfi {t lr0uli.}}5

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18. Before NACL's inclusion, the voting share in favour of the Resolution Plan was 75"98o/o. After inclusion, the assenting votes stands at 66"19 % (without NACL's votef and 79.O7o/o lwlth NACL's assent). sd g d -''-?

NCLT, Cuttecx BENcH IA(IB)(Pmw) No" S/CB l2O2s IN CP(IB) No" 27lcBl2023 SAurBNf on tnB RBsqlrutIow Pleui- -FBnrunBs_ 19. The Plan submitted by the SRA is a comprehensive financial proposal for settling the claims against the Corporate Debtor and to revive the Corporate Debtor's business. The Plan proposes a resolution amount of Rs.3L,95,88,9571- against the total admitted claim of Rs" 641rOOrO9r877"75 (Six Hundred Forty-One Crores and Nine Thousand Eight Hundred Seventy-Seven Rupees and Seventy-Five Faisa) leading to recovery of 4"99o/o percent of the admitted claim.

2A" The plan is submitted jointly by Yaduka Agrotech Private Limited which was established in 2006 and operates in fruits and vegetables supply chain" It operates in B2B market, carrying out sale and purchase of Seeds, Wholesale Fruits & Vegetables (F&V), Food, and Agriculture Tech-driven sectors" 21," The Resolution Applicant in compliance with Regulation 38 the SRA has identified the reason for default to be an inefficient credit disbursement system and non-payment of the dues to various creditors.

22" The plan submitted was approved by the CoC with 79.O7 ohvote in its llth CoC Meeting proposes a total Resolution Arnount of R.s" 31,95,8819571- tn settle the claims of all the Creditors of the Corporate Debtor. Out of the total plan amount Rs. L6,L4,15,4O7 wili be paid out of the realisable assets of the CD which are in form Cash, Cash Equivalents including Fixed Deposits of and Rs" 1,45,OO,OOO/- will be paid by the SRA agaisnt the claim of creditors and Rs" IO,OO,OOO/- towards Capital Infusion.

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,o,",[:lf;',.iJ5ffii;UI rrr"" cP(rB)rJI. t2o2s 23. The totatr reallsable value (Plan Amount subtracted by clRP Cost) towards creditors is Rs. 3O,85,8O ,!821', As per the RP the total CIRP Cost as on the date of the submission of final Form-H is Rs 1,OO'O8,775l-"The Realisable amount will be paid in two stages - (i) Rs" 1,45,00'000/'will be as upfront cash within 30 days from the Effective Date and (ii) Rs.16,14r15,4071- that is in Fixed Deposits and are under attachment' The distribution of the resolution amount is as under: SL PARTICULAR. AMoUNT Cr,ermPP AMOUNT ADMITTED AMOUNT PROPOSED No s (rNRl (INR) rw Pevuntlt (INR)

CIRP Cost NA NA As per Actuals 1 2 Assenting 457 ,96,27 ,366.16 435, 10, 16,o27 .94 24,39,42,r74.17 Secured Financial Creditor 3 Dissenting 126,76,33,909 1 15,15,44,599.81 6,36,38,007"83 Secured Financial Creditor Unsecured NIL NIL NIL Financial Creditor 4 Operation 13,09,540.06 13,06,800 2,50,000 al Creditors- Suppliers of Goods A- /7

NCLT, CurrAcK BENCH IA(IB)(Puan) No" 3/cB I 2O2S IN CP(IB) No.27lCBl2o23 and Services a Govt. 90,33,85,265 9a33,85,266 5,00,000 Dues/Reg ulatory Dues 6 Workmen NIL NIL NIL 7 Employees 88,70,160 27,57,184 2,50,0o0 Total 676,O8,26,242.O2 641,0O,09,877 "75 3O,85,80,182

24" This Resolution Plan does not contemplate the assignment of personal guarantee in favor of the Resolution Applicant and the secured financial credltors will retain full rights over all corporate and/or personal guarantees that may have been executed in its favor as well as rights over collateral securities held by it" 25" The plan proposes NIL amount for contlngent claims that might arise

26. As per the plan the proceeds, if any, out of the proceedings arising out of pUFE transactions pursued by the Successful Resolution Applicant, shall be distributed amongst the CoC members and the SRA will claim no right out of it. eeesibtlitv-aad-ylqhtltgr*oISbs*Pl*sn; 27. The Resolution Applicant, is primarily engaged in the wholesale trade of agricuitural products^ The SRA plans to achieve synergr by acquiring the Corporate Debtor by leveraging its existing suppiy chain, v ,4 c4z Page 2{ of50 f;#; ,o(,r)[:l$'^j'J.Tffi rrr., cP(rB) rn'X. I 2ozs market knowledge, and established networks within the agricultural sector. This will enable the RA to diversify and integrate microfinance Services, especially in rural and underserved areas, where agricultural financing and financiatr inclusion are key growth areas" RA will also hire experience man power to operate the business of the corporate debtor" The SRA has also stated in the plan that it has the capacity and ability to manage the cash flow efficiently leading to an effective and efficient working capital management. The sRA will bring the Plan amount from its internal sources (existing funds) to fuifil its obligations as per the terms of the Resolution Plan and the sound financial health of the sRA is evident from opinion report from the Bank with the Flan" 28" The revival of the business of the Corporate Debtor the SRA needs the approval of the Resenre Bank of India to carry on the business of the NBFC MFI. To meet the criteria of the RBI, the Plan envisages the merger of the Corporate Debtor with the SRA so that Corporate Debtor could obtain the license of the NBFC MFI from the Reserve Bank of India. After obtaining the license from the Reserve Bank of India, The SRA intends to combine the Micro Finance Credit with Agriculture Sector to achieve the synergy" Plan envisages that Corporate Debtor rvhich is an NBFC will be merged into the SRA in terms of this Plan and that will enable to meet the criteria of the Reserve Bank of India to obtain the license of the NBFC MFI and it will also bring the operational synergr for better credit disbursement in the Agricultural sector' The RA intends to obtain the approval from the Resenre Bank of India within 6 months or such other reasonable time as may be required' ,/-- q SJ I rArB)F:"1fi',:J5ffi[fffi3 rrr", .P(IB)rJX. t2ozs

Debtor with SRA as proposed in the plan: -the 29. The existing issued," subscribed and paid-up share capital of the corporate Debtor including preference shares, if any, shall be cancelled as part of the order of the Adjudicating Authority approving this plan" The sRA has proposed that the approval of the Resolution plan shall be deemed to be an order of share reduction u/s 66 of the companies Acto2oL3, Subsequently the sRA will infuse capital of Rs" 10'00'0001-divided into 1,00,000 equity shares of Rs' 10/- each which will be issued to persons compliant with section 29A of the code" The Plan also proposes that the approval of the plan shall be a deemed order approving the issuance of new equity shares in terms of section 42 &' 52(1)(c) of the Companies Act, 2013" 30" The Plan in situ contains a scheme of merger of the SRA (being the transferor company) with the cD (being the transferee company) as allowedund.erRegulation3TofCiRPRegulations"

31" The 'trmplementation Period' of the resoiution plan as is 60 days as per Clause 3.5.2 of the Plan' rjz.Upontheapprovaloftheplan,aSperClauseS"4"loftheplana Monitoring committee wili be constituted for implementing the R.esolution plan comprising of 3 members: a"OnerepresentativeoftheResolutionApplicant. b.OnerepresentativeoftheFinancialCreditor. c. The Resolution Professional" 33. The corporate Debtor is transferred as a Going concern entity along with its Business operations and Trade Name along with all the Tangible or Intangible assets in terms of this Plan. The coc or Resolution z --?-

,o,r,T:lf; ' f;U H ^iJ5rul rrl", cP(rB)rJI" t2ozs professional will hand over peaceful physical possession of all the assets of the corporate Debtor against the final payment, within a week from the date of the payment" The representative of RA will conduct the inspection of physical assets as per IM and take possession of ail the assets" Further, the RA will also depute his own security for the safety of the assets of cD from the effective date or prior, if feasible, with the permission of coc" g4" At Clause 3"4"5 of the Plan during the term of the plan, the affairs of the corporate debtor will be managed by the Monitoring committee' The terrn of the Monitoring committee will cease to exist on the closing date i"e. date of making of complete payment to all the creditors and receipt of all document, data, and control of the CD by the SRA"

Ett-vp_Uy-qpAIIP9--Es--ERyArI-9-N9; 35. We have heard the Ld. counsel appearing for the appiicant and have perused the plan presented before us and the accompanying documents" At the very outset it is clarified that this Adjudicating Authority is bound by the judgement of the Hon'ble Supreme court of India in K. sashidhar us. Indiqn ouerseas Bank and ors" reported in (2o19) 12 SCC tSO: MANU/SClOL89t2O!9, wherein it is held that: "35. [...] Reuerting to Section 30(2), the enquiry to be done i.s iru respect of rtthether the resolution plan prouideslfithe n H

NCLT, CurrAcK BENcH IA(IB)(Pmw) No. 3/cB I 2026 IN CP(IB) No" 27lCB 12023

Board, t.t. ti nt a he na lSSe bei ati ? ino the (Emphasis Added) 36. Further, the Hon'ble Apex court in Jagpee Kenslngton Bouleaard Apattments welfare Assoclqtion and ors, us" NBCC (India) Ltd' qnd atPata2l6, ors, reported in (202211 SCC 4O1: MANU/SC|O2O6|2O2L has laid down that:

31 of the Code, In the adjudicatory process concerning a resolution planund.er IBC, there ls no scope for lnterference the Creditors, ... "t' (Emphasis Added) 97. Further, in commlttee of credttors of Essar steel Indla Llmlted us"SatishKumar@tptareportedatl2O2OlSSCCSSl: MANU/SCtL577tz}Lg, the Hon'ble Apex court has propounded that: ,38" n fn ,'? Y > 'l

NCtT, Cutrlcx BENCH IA(IB)(Pr.au) No. 3 /CB I 2025 IN CP(IB) No.27lCBl2o23 zs ed tl) LOn b spplicants.'? (Emphasis Added) 38" R.einforcing the above, the Honble Apex Court in llallal RCI( us" Limlted Siaa Industrles qnd Holdlngs rePorted 1n MANU/ SC I O7S3 I 2022, hasheld that: e(27"

. It has roce in the been. held. that there is an intrinsic assumption, that -fi.nancial experts"" $27. eed minimal iud.icial interkrence blt the NCLAT and NCLT irt the of framework of trBC" we may repr to the recent obserua'tion thisCourtmadeinthecaseofArunKumarJagatramkau. Jindat Steel and. Pottter Limited and AnL (2021) 7 SCC 474: 95" Hotueuer, u)e d.a take this opportunity to offer a note of caution.for NCLT and NCLAT, functioning as theadjudicatoryauthorityandappellateauthoritg und.er the IBC respectiuely, from judicially i.nterfering in the frameu-tork enuisaged under the IBC. As ue haue noted earlier in the judgment, the IBC was introduced. in order to ouerhau'l the insoluency and. bankruptcy regime in India' As such C{ z C\

NCLT, Cuttecx BENcH IA(IB)(Pmu) No. 3/CB I 2025 IN CP(IB)No.27lcB 12a23 it is a carefullg consid.ered and well thought out piece of tegistation which sought to shed away the practices of the past" The l.egislature has also been uorking hard to ensure that the efficacg of this legislation remains robust bg constantly amending it based on its experience. Consequently, the need judicial interuention or innouation from NCLT and for NCLAT should be kept ot its bare minimum and should not disturb the foundational pnnciples of the IBC, "",., (Emphasis Added) ectton 3O( 1) a+d -3-O 2 I2 l l ooff thg c"o<tp: 39. The comPliance of Section 30(1) and 30(2) of the Code is given in Para-No. 9 of Form H. The same is being further examined as under: a. section 3o(1): Yes, affidavits dated 22"a2.2025 is filed bv the SRA b. section 3o(2)(a): The Resolution Plan (Clause 3.2 at Page 15 of the Resolution Plan) states that the Resolution Applicant shall make payment of the actual CIRP cost. incurred (even if it exceeds the estimated costs) and approved by the coc in priority over payments to any other creditors. c. section 3o(2)(b): The Resolution plan at (Glause 3.2 Pg' No. 15 of the Resolution Plan) states that operational creditors will being paid as per Section 53 of the Code' ' d. section 3o(2)(c): Clause 3.4.5 of the Plan during the term of the plan, the affairs of the corporate debtor will be managed by the Monitoring Committee e. section 3o(2xd): In the Resolution plan it has been envisaged that an Monitoring committee comprising 3 (three) Persons q C.t --7

NCI,T, Cumncx BPtscn IA(IB)(Pmu) No. S/cB I 2o2s IN CP(IB)No. 27lcB 12023 will be constituted to supervise the implementation of the plan" f" sectlon 3o{2)(e): The RP through Form-F{ has certified that the Resolution Plan does not contravene any of the provisions of the law for the time being in force.

Re-gul-p-ti-o-ns-; g" The Applicant/RP has issued a certificate dated,22.a2.2O25 certified that the SuccessfLl Resolution Applicant is eligible under Section 29A of the Code to submit the resolution plan, and the contents of the said affidavit are in order" h" As per the requirement of Regulation 39(4) of the CIRP Reguiations for performance security, it is stated by the RP that the sRA has provided a Performance Bank Guarantee of Rs"?S,OO ,AOOI'dated 2O.O5"2O25 (valid up to 2L'A5"2O2V) i. With regard to compliance under Regulation 35-A, it is stated that an application i.e. IA (IB)No. 7Llc.Bl2O25 has already been filed before the Tribunal seeking setting aside of fraudulent Transaction of Rs. 339,90,94,680.O5 u/s 66 of the code and the j. A perusal of Regulation 38 would clearly show that by virtue of mandatory contents of the resolution plan as discussed in the preceding paragraphs in relation to Section 3O and Section 31 of the Code, the requirement of Regulation 38 also stands fulfilled" Thus, the resolution plan fulfils all the requirements of Regulation 38 of the CIRP Regutrations"

-V

NCLT' Cutrecx BPwcn IA(IB)(Pr,ew) No. 3/cB I 2026 IN CP(IB) No"27lCBl2023 arr*{t!r-e*-Qg-r-pgre!9-D*ebtor: 40" The Applicant along with the application u/s 30 of the code has also filed a Scheme of AmalgamationlMerger ("Scheme") proposed between the sR\ and the corporate Debtor. Regulation 37 of IBBI (Insolvency Resolution Process of Corporate Persons) Regulations,2016 allows a resolution Plan may Provide for a scheme or merger / amalgamation f demerger' 4L, The scheme so attached proposes the sRA i.e" Yaduka Agrotech Limited as the "Transferor company" which by operation of the scheme will in its entirety get merge into the Corporate Debtor i'e' Sarnbandh Finsenre Private Limited being the "Transferee Company"" It is noted that the Scheme proposes that upon the Scheme coming into effect the sRA i.e" Transferor company will stand dissolved however but it also proposes that the amalgamated entity so formed will be known by the name of the Transferor Company and not the Transferee Company and it also proposes 'Name Change' of the CD/Transferee Company to yaduka Agrotech Limited in ali the constitutional Documents of the Transferee Company. It is also unclear as to why although the scheme proposes the dissolution of the Transferor Company by virtue of Clause 14 of the scheme but wants to keep alive the identity of the Transferor company by replacing the name of the Transferee company with the Transferor Company as per Clause 19 of the Scheme. The objective of such proposal ts not adequately explained in the Scheme and hence necessary explanations is required from the Applicants of the Scheme and representation is required in this regard from the RoC as well before the proposal is sanctioned" 42" It is further noted that by virtue of the CIRP of the CD, the necessary consentfApproval required from the various stakeholders of the CD is g I

IA(IBxT:I$'^iJ5ffilffUI rrr"* cP(rB)ril" t2o2s deemed to have been received by the plan and scheme being approved by the coc" However as per applicable provisions of the companies Act, necessary approvalf consent is also required in respect of the Scheme frorn the creditors and shareholders of the Transferor Company/SRA and such consent affidavits by the stakeholders of the Transferor company have not been brought on record' 4g" Furthermore, although Regulation 37 does allow the Plan to propose a scheme of merger to enable the successful resolution of the cD but that does not waive away the requirements as provided u1s 230-232 of the Companies Act,2013 and the applicable rules. The applicable rules make it imperative to take into account the representations of the various regulatory authorities which regulates both the Transferor and Transferee Companies before approving any scheme of amalgamation and no such representations or comments by the regulatory authorities on the Scheme have been brought on record by the applicants' is a 44. It is also noted that the Transferee company/cD NBFC regulated by RBI and as per the Scheme and proposals made in the plan the SRA seeks to obtain license from the RBI to carry out banking activities after taking over the CD and in that regard the representation from RBI in regard to the proposed scheme of amalgamation becomes indispensable" 4F.. Hence in light of such observations and the fact that the implementation of the plan is not dependent on the approval of the scheme, we are not inclined at this stage to approve the proposed Scheme"

46. We have perused the reliefs, waivers and concessions as sought in the Resolution Plan. This Adjudicating Authority has the power to grant only such reliefs" waivers and concessions that are directly in tune with the I&B Code and the companies Act (within the powers of the NCLT)" The s4

',j'JSi$i#l rA(rBxT:lf; rrr*, cP(rBlnJX. t2azs reliefs, waivers and concessions that pertain to other governmental authorities/departments may be dealt with by the respective competent authorities / forums / offi ces, Government or Semi-Government of the State or Central Government concerning the respective reliefs, waivers, and concession, whenever sought for. The competent authorities including the Appellate authorities may consider granting such reliefs, waivers and concessions keeping in view the spirit of the I&B Code, 2016 and the Companies Act, 2013, 4T " The Resolution plan seeks certain reliefs, waivers, and concessions for implementation of the resolution plan. It is stated in the plan the deniatr of the reliefs, waiver or concession sought in the plan shall not affect the implementation of the plan, whatsoever. In the interest of brevity, the reliefs, waivers, and concessions sought and the direction of the Adjudicating Authority in respect of such are enumerated hereinbelow: Su Rnlrurs, Wervpn oR CoNcESSIoN souGHT ORppns rrrEREoN No. The approval of the plan shall constitute Granted to the 1. adequate approval and cancellatlon of extent as permissible the existing share caPital, and under applicable accordingly, no approval/consent shall laws be necessary from any other Person / Governmental Authority in relation to either of these actions under any agreement, the constitutional documents or under any Applicable Law Granted to the 2. (i) Approval of this Plan shall be extent as permissible g -/-7 I

NCLT, Cumecx BBucn IA(IBf(Prer| No" 3/cB I 2025 IN CP(IB) No.27 I CBl2o23 approval for waivers from filing of under applicable statutory returns for a period prior to laws Effective Date. (ii) Certtlted copy of the order approvlng Resolution Plan shall be a direction on such statutory authorities to allow SFPL to do compliance(s) with effect from and after the date of approval of Resolution Plan by the Adjudicating Authority. (iii) Atl applicable compliances necessary for the operation/functioning of the Corporate Debtor for any period prior to Effective Date shall be attempted on a best effort basis, else would be deemed to have been complied with in conformance to the requirements of that Statute. (iv) The Resolution Appllcant shall be responsible to comply with the specific requirements only post Effective Date J" i. All Liabilities (constituting the Granted to the admitted claims from the Creditors as extent as permissible received by the Resolution Professional under applicable and accordingly submitted to NCLT) shall laws and min terms be treated as per this Resolution Plan. of the judgement in Liabilities/Claims not filed, rejected, left Ghansgam Mishra

'g4 -S., I

NCLT, CumlcxBpucn IA(IB)(PTAN) No. 3/cB I 2025 IN CP(IB) No.27lCB!2o23 partially unpaid shall be extinguished. & Sons a Ddelwelss This provision is applicable to all the Asset creditors of -FPL including Financial, Reconstntctlon Operational or Statutory Authorities and Ltd. potentiaily contingent liabilities. ii" Amount of any charges, fee, interest, penalty or any other charges with any other nalne what so ever for a period prior to the Effective Date, shall be paid in strict. compliance of this Resolution Plan and applicable provisions of the Insolvency and Bankruptcy Code, 2016. 4. i. Ali dues to any relevant Granted to the department(s) (including any dues of extent as permissible Electricity Department, Water under IBC and Department, Municipal Authorities or applicable laws and other Authorities will be strictly paid, in in terms of the accordance of this Resolution Plan and judgement in also Lrased on claims received, verified Ghansgam Mishra and admitted by the Resolution & Sons a Ed,elwelss Professional and allocations made by the Asset RA in this Resolution Plan. Reconsttttatlon ii" Resolution Applicant would not be Ltd" nesponsible fbr any claims/liabilities incurred by previous management. All Liabilities/Claims not filed, rejected, left partially unpaid shall be extinguished q ,4 C4 ==-.-=:-- .=__\

NCLT, Cumecx BENCH IA(IB)(Pran) No. 3/CB I 2025 IN CP(IB) No.27 lCB|2O23 5. Approval of this plan shall be approval for As per applicable the removal of Directors from the record of provisions of the Company as appearing on the MCA Companies Act,2013 portal! websitef income tax web site/ Any Indirect website In case of capital reduction, 6. the requirement of adding "and reduced" in the name of the Corporate Debtor to be dispensed with (on account of reduction of share capital of the Corporate Debtor). 7. The approval of this Plan shall be deemed As per applicable to have waived all the procedural provisions of requirements in terms of Section 66, Companies Act,2013 Section 42 and Section 62(i)(c) of the 2Al3 Act, and the NCLT (Procedure for Reduction of Share Capital) Rules, 2OL6 for reduction of share capital and issuance of equity shares to the Resolution Applicant and/or the Financial Creditors i. The relevant 8. Governmental Granted to the Authorities shall not initiate or extent as permissible continue with any investigations, under I8C,2016 and actions or proceedings in relation to the applicable laws" any non-compliances with Applicable Law by the Company during the period prior to the Closing Date. ,n v

NCLT, Cumacx BENCH IA(IB)(Pmw) No. 3/CB I 2o2s IN CP(IB)No" 27 /CBl2o23 ii. the R.esolution Applicant, nor the Company, nor their respective directors, officers and employee appointed on and as of the Closing Date be liable for any violations, liabilities, penalties or fines with respect to or pursuant to the Company not having in place requisite licenses and approvals required to undertake its business as per Applicable Law, or any non-compliances of Applicable Law by the Company" iii. The relevant Governmental Authorities will provide a reasonable period after the Effective date, for the Resolution Applicant to assess the status of any non-compliances under the Applicable Laws in order to try and adhere to the gaps, if any, on a best effort basis, without taking the onus of the same / or being held accountable for the prior to 'effective date'offences. lV, The Resolution Applicant will submit an application to the Reserve Bank of India for the renewal of licenses. In the event that the renewal is not

/'7 gJ g,A NCLT, Cuttacr Bpucn IA(IB)(PIm) No" 3/CB I 2025 IN CP(IB) No.27lcBl2o2s granted withln six months of the application, the company's board may take appropriate actions, including making changes to the product and senrice portfolio of the Company 9. Resolution applicant will take all the Granted necessary approvals from the State/Central Government and Authorities. i0" Waiver of tax liability including MAT CBDT and other liability because of giving effect to the appropriate Resolution Plan including cancellation or Authorities to settlement or reduction of Debt as consider keeping in envisaged in this Resolution Plan view the object of IBC 11" Any and all dues to, liabilities or obligations Granted to the payable to, claims, counter-claims, extent as permissible demands, actions or penalties, made or under trBC and imposed by or any arrears, dividend or applicable laws and obligations owed or payable to (including in terms of the but not limited to all interests, damages, judgement in losses, expenses and third party claims), Ghansgam Mishra and any right, title, interest enjoyed by, any & Sons a Edelweiss actual or potential other stakeholders of the Asset Corporate Debtor including any group Reconstntctlon gJ .-7 SJ

NCLT, Curtecx Bpucn IA(IB)(PrANI No. 3/CB 12026 IN CP(IB) No.27lcBl2o23 companies whether under law or otherwise, Ltd. whether or not claimed, whether or not filed, whether or not crystalized, whether or not accrued, whether or not admitted, whether or not notional, whether or not known, whether dueor contingent, whether or not disputed, present or future, whether or not being adjudicated in any proceedings, whether or not decreed, whether or not reflected in the financial statements of the Corporate Debtor, or whether or not reflected in any record, document, statement, statutory or otherwise, arising prior to or after the Effective Date, but pertaining to period' prior to the Effective Date, and I or arising in connection with Assignment or acquisition of shares of the company by the investors or conversion of the Conversion Debt into Equity or restructuring of the Assigned Debt or in any other manner as a result of or in connection with this Plan, shall be to have been irrecoverably waived and permanently extinguished and written oflin full with effect/rom the Effective Date" To give effect to such waiver and extinguishment, any contract, agreement, deed or document,

SJ SI

NCLT, CurrAcK tsEr{cH IA(IB)(Prar) No" 3/CB 12025 IN cP(IBlNo" 27lCB 12023 whether oral or written, expressed or implied, statutory or otherwise, pursuant to which any such dues, liabilities, obligations, claims, counterclaims, demands, actions, penalties, right, title or interest in claimed (other than as specifically mentioned herein) shall stand modified with effect from the Effective Date without any further act, deed and approval of the Resolution Plan by Adjudicating Authority shall be to be sufficient notice which may be required to be given to any person for such matters and no further notice shall be required to be given. 72. Extinguishment and waiver of all dues to the Existing Promoter group by Corporate Granted Debtor including but not limited to any Financial Debt owed to them 13. Waiver as to any liability that may arise Granted pursuant to cases / arbitration / procee ding I action as mentioned in Information Memorandum andlor any other information as provided by the RP" t4. Permitting waivers of all liabilities and CBDT and other taxes arising out of implementation of the appropriate transactions contemplated in the Authorities to gJ gd4

NCLT, Cumacx BENcH IA(IB)(Prau) No. 3/cB I 2026 IN CP(IB)No.27lCBl2023 Resolution Plan with deemed instructions consider keeping in to the relevant authorities concerned of the view the object of relevance and applicability of the clean IBC slate concept accordingly, 15" Waiver to file a separate Application under Not Granted Section 232 of the Companies Act2O13 for the merger of the Corporate Debtor Yaduka Agrotech Fvt. Ltd. with the RA once the Resolution Plan is approved by the Hon'ble NCLT Cuttack. Approval of the Hon'ble NCLT to the Resolution Plan and the attached draft Scheme shall be deemed to be an approval to the Scheme of Merger and it shall be deemed that all the approvals/NOC from the statutory authorities has been received. 16. Directions from Adjudicating Authority that Granted to the other than actions taken by the CoC I extent as permissible Resolution Professional against the under section 32A personal guarantees extended by the IBC and applicable Existing Fromoter group which have been laws and in terms of initiated prior to the approval by the the judgement in Adjudicating Authority, all legal suits, Alag Kutnar proceedings, certificate proceedings and/or Radhesgam quasi-legal proceedings that have been Goenkq. o Tour'lsm initiated against Corporate Debtor or the Fina;nce Incumbent Promoter Group, Subsidiaries / Corporation of SJ Pase 3e or 5o 3A

NCIT, CurrAcK BENCH IA(IB)(Prer) No. S/cB I 2026 IN CP(IB)No.21lCBl2023 Associates f related party(ies) of the India Incumbent Promoter Group, to the extent and which may have an adverse impact on Corporate Debtor of any nature whatsoever, shall stand quashed, including but not limited to: (a) for recovery of any debts and dues (including but not limited to statutory dues like Central/State Sales Tax/value added tax/Central Excisef Service Taxl Goods and Services Tax, Income Tax, Custom Duty, etc. or any other statutory dues) pending against SFPL and 100% waiver of all such claims/dues thereunder. (b) those related to taxation, proceedings under the Foreign Exchange Management Act 1999, Prevention of Money Laundering Act 2OO2, criminal matters, proceedings by the any authorities, proceedings under the Customs Act 1962 or any other statutory act/ notification/ law etc. 17, Direction to Resolution Professional and Granted CoC to provide full access of information, premises and assets to Resolution Applicant 18" Directions from Adjudicating Authority to Allowed to the extent the relevant parties concerned to ensure permissible under gJ a I \d .+

NCLT, Currecx BENCH IA(IB)(Pmx) No. 3/CB I 2025 IN CP(IB) No.27 lcBlzozA continuity of critical infrastructure IBC" contracts f arrangements, subject to the compliances as required by the SRA to the extent feasible, on a best effort basis in the situation post approval of the plan. 19. Directions to the concerned ROC and State Not Granted Governments, Union/State Authorities to waive stamp duty and fees applicable, if any, for the during implementation of the Resolution Plan. Directions to respective statutory authorities and departments for waiver, condonation for any vioiations (including perceived violations) or non-payment of any dues, charges of the period prior to the effective date. Inconsistencies, Non- Non-filing compliances, of documents/returns/information by erstwhile management, KMP or personnel of- Corporate Debtor r.rpto the Effective Date including any potential violation of Bye- Laws of with regards to the unit/facility of SFPL (including but not limited to charges on account of change in constitution, functional! non-functional nature of the unit with the authority and/or any related chargeslfeel penalties or cess etc. in this -----7 g d Pase 41 or 5o

NCI,T, CUTTACK BENCH IA(IBXPTAN) No" 8/CB 12025 II{ CP(IB) No.27lCBl2o23 regard) shall be disperrsed with upon approval of this Resolution Plan. 2A^ Directions from Adjudicating Authority to Not Granted Resolution Professional to ensure all the assets shall be fully insured tillthe time their possession is handed over to the new management. 2r. Directions from Adjudicating Authority CBDT and other allowing Corporate Debtor to use the appropriate brought forward losses and r.rnabsorbed ,{uthorities to depreciation, as per Section 79 and other consider keeping in applicable sections / provisions of the view the object of Income Tax Act, 1961" Further, RA should IBC not be liable to pay any tax whatsoever arising out of implementation of this Resolution Plan including by way of write-off of loans andf or liabilities and write-off of any assets deemed non-recoverable" The carry forward of accumulated losses will be as per the provisions of the Income Tax Act, 1961. )c Direction that notwithstanding anything to Granted to the the contrary contained in the Insolvency extent as permissible and Bankruptcy Code, 2076 or any other under section 32,{ law for the time being in force, the liability IBC and applicable of a corporate debtor for an offence laws and in terms of sr7 3d

NCLT, Cuttecx Bprvcn IA(IB)(Pren) No" 3/ cB/2025 IN CP(IB)No.27lCBl2023 committed prior to the commencement of the judgement in the corporate insolvency resolution process AJag Kumar shall cease, and the corporate debtor shall Radhesgam not be prosecuted for such an offence from Goenkq. a Tourism the date the resolution plan has been Flnance approved by the Adjudicating Authority Corporation of, under section 31 also provided that if a India prosecution had been instituted during the corporate insolvency resolution process against such corporate debtor, it shall stand discharged from the date of approval of the resolution plan. 23" Directions that no action (an action against Granted to the the property of the corporate debtor in extent as permissible relation to an offence shall include the under section 32A attachment, seizure, retention or IBC and applicable confiscation of such property under such laws and in terms of law as may be applicable to the corporate the judgement in debtor) shall be taken against the property Nqg Kumqr of the corporate debtor in relation to an Radhesgam offence committed prior to the Goenka a Tourism commencement of the corporate insolvency Flnance resolution process of the corporate deLrtor. Corporation of Indla 24. Directions that as per Section 31(1) of the Allowed to the extent Insolvency and Bankruptcy Code that once permissible under a. resolution plan is approved by the IBC"

sd sd

NCLT, Cumecx BENCH IA(IB)(Pmul No. 3/cB 12025 IN CP(IB)No" 27lcB 12023 Committee of Creditors and thereafter by the Adjudicating Authorities it shall be binding on all stakeholders, including all government authorities or agencies even though they may not be a party to the proceedings before the Committee of Creditors or before the Adjudicating Authority. 25. Directions that all dues or any public or Allowed to the extent private entity whether pertaining to the permissible under Corporate Debtor or any property of the IBC. Corporate Debtor not provided in the Resolution Flan sha1l bre permanently extinguished so that the Resolution Applicant gets the Corporate Debtor on a clean slate as per the provisions of Section 32A of iBC.

S_U-_H_;jI_U--D-[*cD AP_P-),_\_cAT-I-o^I_YgB_-PF-o-B-E- T-"H!"!. aD_)^U-P"LpATJNG AIrr"ItoRITY_np__E*pEyo-BAg-4I-ry"sI|THE_g_o_Rp9_BATEDEs.fQ_Bi 48" During preparation of this order, it was observed that multiple interlocutory applications either filed against the Corporate Debtor or by the Corporate Debtor (through the RP i.e. the present Applicant) are pending before this Adjudicating Authority in relation to the main petition i.e. C"P (IB) No.27lCBl2023. The list of pending interlocutory applications are as follows: SJ sd7

NCLT, Cumecx BENcH IA(IB)(Prarv) No. 3/ cB I 2025 IN CP(IB) No.27 /CBl2o2a sl" Case No" Parties Prayer No. IA(IB) No. Saradindu lena acting To direct the Superintendent 1 294ICB120 as Resolution and Head of Banking Frauds, 24 Professional in the Economic Offence Wing matter of Sambandh (EOW), Bhubaneswar, and Finserve Pvt Ltd. the Bank of India, Chhend Branch, Rourkela V" to The Superintendent and immediately release the Head of Banking frozen bank accounts of the Frauds, Economic Petitioner along with the Offence Wing (EOV/) and accrued interest since Anr February IO,2022" 2 IA(IB) No. Saradindu lena acting To declare the transactions 7rlcBl2o2 amounting to as Resolution Rs" 5 Professional in the 339,90,94,690.05 as fraudulent matter of Sambandh transactions Finserve Pvt Ltd. under section 56 of the IBC V" and to direct the repayment of Deepak Kindo Ex MD & the same by the Respondents. CEO of Sambandh F-inserve Pvt Ltd and others" IA(IB) J No. Saradindu lena actingl To direct the CoC to pay the 37LlCBl20 as Resolution remuneration of the RP, Mr. 25 Professional in the Saradindu Jena, at the rate of matter of Sambandh Rs,3,OO,OOO /- (Rupees Finserve Pvt Ltd" Three Lakh only) per month,

Sd =-7 SJ

NCLT, Cumecx BENcH IA(IB)(Prew) No. 3/cB I 2025 IN CP(IB)No.27lCB|2O23 being commensurate with the V" The Members of claim amount of Rs, 640 Committee of Creditors crore, in terms of Regulation of Sambandh Finserve 34A of the CIRP Regulations, 2016 tiIl the date Pvt Ltd. the application on Resolution Plan is sanctioned or rejected. 4 IA(IB) No. Mr" Saurabh Baroi To allow the present 242lcBl20 V. Interlocutory Application and 25 Mr. Saradindu Jena to direct the deletion of the (Connected Applicant, Mr" Saurabh Baroi to IA(IB) (Respondent No, 3 in IA (lB) No.- No" 7LlCBl2025), from the 7L lcBlzsl array of parties in IA (IB) No. 7L lCBl2025 filed by the Resolution Professional of the Corporate Debtor under Section 66 of the Insolvency and Bankruptcy Code, 2016, as the Applicant is neither a necessary nor a proper party to the said proceedings" 5 IA(IB) No. JAMES DINESH RAJ To allow the present 28OlCBl2O V" interlocutory application and 25 SARADINDU JENA to direct the deletion of the (Connected name of the applicant named to IATIB) above from the array of parties (Respondent No. 11) sd- SJ t-=-r./

NCLT, Cuttecx BENcH IA(IB)(Preu) No" 3/cB I 2025 IN CP(IB) No.21lcBl2o23 in No"- IA(IB) No"- 7 L ICB 125 as 7L lcBl2sl the applicant is neither a necessary nor a proper party to the said proceedings. 6 IA(IB) No. FELIX XESS To allow the present 33olcBl2o v. interlocutory application and 25 SARADINDU JENA to direct the deletion of the (Connected name of the applicant named to IA(IBI above from the array of No"- parties (Respondent No. 10) 7L lCBlzsl in IA(IB) No.- 7 L ICB 125 as the applicant is neither a necessary nor a proper party to the said proceedings. 7 IA(IB) No. P" trLIAS LUGUN To direct the deletion of the 33tlcBl20 V" name of the applicant named 25 SARADINDU JENA above from the array of (Connected parties (Respondent No. 9) in to IA(IB) IA(IB) No.- 7t/CBl25 as the No.- applicant is neither a 7L lCBl2sl necessary nor a proper party to the said proceedings" 6 IA(IB) No. BUDHNATH ORAM To direct the deletion of the s32lcBl20 V. name of the applicant named 25 SARADINDU JENA above from the array of (Connected parties (Respondent No. 12) to IA(IB) in IA(IB) No"- 7llcBl25 as the applicant is neither a -'a S& sd

NCLT, Curtecx Bpucn IA(IBXPtANI No. 3/cB I 2026 IN CP(IB) No.27lcBl2023 No"- necessary nor a proper party 7L lcB l25l to the said proceedings.

Frnel Onppn 49" Upon perusal of the documents on record, we are satisfied that the Resolution Plan, submitted by Yaduka Agrotech Pvt Ltd is in accordance with sections 30(2) and 31 of the I&B Code, 2OLO and complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 20 16. 50" As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the I&B Code. 51. In case of non-compliance with this order or withdrawal of the Resolution Plan. the payments already made by the Resolution Applicant shall be liable for forfeiture. 52. Further it is seen from records that one application i"e. IA (IB) No" 7LlCBl2022b.as been filed by the RP u/s 66 of the Code for a recovery of approximately Rs.340 Crores which will be pronounced separately and in light of Hon'ble Delhi High Court's judgementrn Tata SteelBSL Vs Venus Recntiters reported at 2023|DHC/OOO2S7 there is no bar on approval of the resolution plan while applications challenging avoidable transactions are pending. n,l >o-sd

NCIT, CurrAcK Bpwcn IA(IB)(Pren) No. 3/cB I 2a25 IN CP(IB) No.27lcBl2023 53, In the light of the enumerations and observations made in this Order supra, we hereby APPROVE and PINALLY SANCTION the Yaduka Agrotech P\rt Ltd, the Successful Resolution Applicants. 54" The application seeking merger of the SRA with the CD is not Allowed due to reasons recorded above but the SRA is at liberty to file fresh Application after Successful completion of Resolution. 55" The Resolution Plan shall form part of this Order and shall be read along with this order for implementation. The Resolution Plan thus approved shall be binding on the on the corporate debtor and its empioyees, members, creditors, including the Central Government, any State Government, or any local authority in terms of Section 3 1 of the I&B Code, so that the revival of the Corporate Debtor Company shall come into force with immediate effect without any delay. 56" The Moratorium imposed under section 14 of the Code by virtue of the order initiating the CIR Process, shall cease to have effect from the date of this order" 57. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return them to the Resolution Applicant or New Promoters" 58. Liberty is hereby granted for moving any application, if required, in connection with the successful implementation of this Resolution Plan. 59, A copy of this Order is to be submitted to the Registrar of Companies (RoC) to whom the company is registered, by the Resolution Professional. gd '7 SJ

',iJ.Ti:[ i# : rA( rB xT:ffi rrr", cP(rBloJX. t2ozs 60" A copy of this Order be served upon the Insolvency and Bankruptcy Board of India (IBBI) by the RP. 61, The Resolution Professional is further directed to hand over all records, premises/ factories/ documents to the Resolution Applicant to finalise the further line of action required for starting the operation" The Resolution Applicant shall have access to all the records/ premises/ factories/ documents through the Resolution Professional to finalise the further line of action required for starting the operation' 62. The Resolution Professional shall stand discharged from his duties with eflect lrom the date of this Order. However, he is required to comply with our direction given in respect of PUFE application. 63" The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsels for information and for taking necessary steps" 64. In terms of the view above, the interlocutory application being I.A. (IBl (Planl No. 3 /CB/2O25 is ALLOWED elrtp DISPOSED Or accordingly" 65. Certified copy of the orders, if applied for with the Registry, be supplied to the parties upon compliance with all requisite formalities.

S& ) 9J t BervdRRr Lal Mppne Dopp QHa:EE+osttI MpraspR (TocxlIcnl.) MprrnspR (JuoIcIal|

This Order is signed on the 2oth Day of January 2026.