Approval of Resolution Plan - Simm Samm Hotels Private Limited

NATIONAL COMPANY LAW TRIBUNAL COURT-V, MUMBAI BENCH 1. IA(PLAN)/12/2025 C.P. (IB)/203(MB)2021 IN THE MATTER OF IDBI Bank Limited … Petitioner Vs Simm Samm Hotels Private Limited … Respondent U/s 7 of the Insolvency & Bankruptcy Code, 2016 Order Delivered on 02.09.2026 CORAM: SH. VINAY GOEL SH. CHARANJEET SINGH GULATI MEMBER (J) MEMBER (T) Appearance through VC/Physical/Hybrid Mode: For the Applicant/RP: Adv. Himanshu Vidhani, Adv. Shloka Dikshit (PH) Adv. Harish Kant Kaushik (VC) For the Respondent: ORDER IA(PLAN)/12/2025- The above IA is listed for pronouncement of the order. The same is pronounced in open court, vide a separate order.

Sd/- Sd/- VINAY GOEL CHARANJEET SINGH GULATI Member(Judicial) Member(Technical) /Ziyaul/

MUMBAI BENCH, V

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 Section 30(6) read with Section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 Mr. Harish Kant Kaushik Resolution Professional of Simm Samm Hotels Private Limited 106, Kanakia Atrium - 2, Cross Road 'A', Adjacent to Courtyard Marriot Hotel, Chakala, MIDC, Andheri East, Mumbai - 400 093 … Applicant/ Resolution Professional Versus IDBI Bank Limited IDBI Tower, WTC Complex, Cuffe Parade, Mumbai — 400 005 Union Bank of India IDBI Tower, WTC Complex, Cuffe Parade, Mumbai — 400 005 … Respondents

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IN THE MATTER OF IDBI Bank Limited … Financial Creditor Versus Simm Samm Hotels Private Limited … Corporate Debtor

Order delivered on: 02.09.2026 Coram: Sh. Vinay Goel Sh. Charanjeet Singh Gulati Member (Judicial) Member (Technical)

Appearance through VC/Physical/Hybrid Mode:

For the RP: - Adv. Shloka Dikshit, Adv. Himanshu Vidhani (PH) ORDER I.A (PLAN) NO. 12 OF 2025 1. The present Interlocutory Application has been filed on 18.01.2025 (refilled on 26.01.2025) by Mr. Sanjay Kumar Mishra, Resolution Professional of Simm Samm Hotels Private Limited (‘Corporate Debtor’) under Section 30(6) read with Section 31 of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (‘CIRP Regulation, 2016’) with following prayers: i. That this Hon'ble Tribunal be pleased to approve the Successful Resolution Plan submitted by Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects

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Private Limited in respect of the Corporate Debtor, under Section 31 (1) of the Code and declare that the same shall be binding on the Corporate Debtor and its employees, members, all creditors (whether admitted or not including contingent or otherwise), guarantors and other stakeholders in the CIRP of the Corporate Debtor; ii. Pass an order granting and allowing the prayers, reliefs, concessions, and directions as sought by the Successful Resolution Applicant under the Successful Resolution Plan as deemed appropriate by this this Hon'ble Tribunal; iii. Pass such other order/orders as it may deem fit and proper in the facts and circumstances of the case and/ or in the interest of justice. 2. In the 34th meeting of the Committee of Creditors (‘CoC’) held on 06.10.2025, the CoC with 100% voting share, appointed Mr. Harish Kant Kaushik (IBBI Registration No. IBBI/IPA-001/IP-P-01469/2018- 2019/12340) as the Resolution Professional of the Corporate Debtor, in place of the original Resolution Professional, Mr. Sanjay Kumar Mishra, who had resigned. Vide order dated 11.12.2025 passed in IA No. 5709 of 2025, this Tribunal allowed the substitution of Mr. Harish Kant Kaushik (‘the Applicant’) as the Resolution Professional of the Corporate Debtor in all IAs in CP No. 203 of 2021. Brief Facts as per the Application: 3. The Corporate Insolvency Resolution Process (‘CIRP’) of M/s. Simm Samm Hotels Private Limited (‘Corporate Debtor’) was initiated by this Tribunal vide order dated 12.04.2023 in CP (IB) No. 203 of 2021 under Section 7 of the Code (‘said order’). Pursuant to the said order, the Mr. Huzefa Fakhri Sitabkhan was appointed as the Interim Resolution Professional (‘IRP’) of the Corporate Debtor. Thereafter,

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Public announcement in Form A was issued on 14.04.2023 inviting claims from the creditors of the Corporate Debtor, on or before 26.04.2023. 4. The IRP filed a report certifying the constitution of the Committee of Creditors (‘CoC’) on 04.05.2023, which was taken on record by this Tribunal vide order dated 12.05.2023 passed in IA/1895/2023. The composition of the constituted CoC, along with the admitted claims and voting shares of its members, is set out below: Sr. Name of the Amount Claimed Amount Admitted Voting Share No members (Rs.) (Rs.) (%) 1. IDBI Bank Limited 179,74,96,590.67 177,91,53,399.80 56.24 2. Union Bank of India 138,51,55,172.38 138,42,71,761.48 43.76 Total 318,26,51,763.05 316,34,25,161.28 100% 5. In the 1st CoC meeting on 11.05.2023, the CoC was informed about the appointment of the Registered Valuers for determination of the Liquidation Value and Fair Value of the Corporate Debtor. Thereafter, Fintech Valuation Advisory LLP and R&A Valuation LLP were appointed as Registered Valuers on 24.05.2023. Their respective valuation reports were received on 22.08.2023 and 18.09.2023. In the 6th CoC meeting held on 25.09.2023, the CoC members expressed dissatisfaction with the valuations arrived at by the said Registered Valuers. 6. Thereafter, in the 9th CoC meeting held on 20.12.2023, the CoC members decided not to consider the valuation exercise undertaken by the two Registered Valuers, as the values determined were lower than the valuations obtained by the lenders prior to commencement of the CIRP, and accordingly proposed the appointment of a third Registered Valuer. Pursuant thereto, GAA Advisory LLP was appointed as the third Registered Valuer and submitted its valuation report on 05.04.2024.

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7. Subsequently, IDBI Bank filed IA No. 3172 of 2024, inter alia, seeking rejection of the valuation reports of the two Registered Valuers and consideration of the valuation report submitted by GAA Advisory LLP. Mr. Shammee Salaria, the erstwhile promoter of the Corporate Debtor, filed IA No. 2346 of 2024, inter alia, challenging the third valuation report and seeking copies of all three valuation reports. Vide order dated 04.03.2025 passed in IA No. 3172 of 2024, the Tribunal directed the Applicant to consider the third valuation carried out by GAA Advisory LLP, and consequently dismissed IA No. 2346 of 2024. Valuation of the Corporate Debtor: 8. The Registered Valuer namely, GAA Advisory LLP submitted its Valuation Report on 06.04.2024. The summary of valuation by the registered valuers for properties of the Corporate Debtor as submitted is reproduced below: (Amount in Rs. Crores) Registered Property Description Fair Value Liquidation Value Valuer The Proposed Hotel, Sahar Road, Andheri East, 174.73 74.02 Mumbai (“Andheri GAA Advisory Property’) LLP The White Hotel, Katra, Jammu and Kashmir 72.31 51.02 (“Katra Property”) Total 247.04 125.04 9. In the 2nd meeting on 06.06.2023, the Mr. Huzefa Fakhri Sitabkhan was appointed as the Resolution Professional (‘erstwhile RP’) of the Corporate Debtor, which was confirmed by this Authority vide order dated 18.07.2023 in IA. No. 2586 of 2023. 10. It is submitted that the Form G inviting Expressions of Interest (“EoI”) from the Prospective Resolution Applicants (‘PRAs’) was published on I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021

11.06.2023 with last date of submission on 07.07.2023. Thereafter, upon request of the PRAs for extending the timeline for submission of EoI a revised Form G was issued on 08.07.2023, extending the last date for submission of EoIs to 15.07.2023. 11. Subsequently, upon receipt of the EoIs on 25.07.2023, the erstwhile RP issued a provisional list of PRAs. Thereafter, the final list of PRAs comprising twenty-eight (28) PRAs was issued on 05.08.2023. 12. It is submitted that the first Request for Resolution Plan (“RFRP”) was issued on 30.07.2023, with 15.09.2023 being fixed as the last date for submission of Resolution Plans by the PRAs. By the said date, the erstwhile RP had received Resolution Plans from three (3) Resolution Applicants. Subsequently, the Resolution Plans were opened during the 5th CoC meeting held on 18.09.2023. 13. In 7th CoC meeting held on 23.10.2023, the CoC voted for the replacement for the Erstwhile RP and consequently, the Applicant was appointed as the RP of the Corporate Debtor, which was confirmed by this Authority vide order dated 01.12.2023 in IA No. 4651 of 2023. 14. Pursuant to the 9th CoC meeting held on 20.12.2023, wherein the CoC observed that the value offered by all three (3) Resolution Applicants was too low, the CoC consented to the publication of a fresh Form G. Consequently, the Applicant published Form G on 22.12.2023 and subsequently issued an updated Form G on 12.01.2024, inviting EoI from PRAs. 15. Pursuant to the issuance of Form G dated 12.01.2024, a provision list of thirty –six (36) PRAs was issued on 30.01.2024. The final list of thirty – five (35) PRAs was issued on 09.02.2024 which is as follows:

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Sr. No. Name of the PRAs Financial Institutions (FIs)/Private Equity (PE) Funds/Asset Reconstruction Companies (ARCs)/Non-Banking Financial Companies (NBFCs)/Alternate Investment Fund (AIF)/Other Financial Investors 1. Asset Reconstruction Company (India) Ltd. 2. Capri Global Holdings Private Limited 3. Kotak Alternate Asset Managers Limited 4. J. C. Flowers Asset Reconstruction Private Limited 5. Rare Asset Reconstruction Limited Individuals 6. Ajay Malik 7. Anuj Goyal 8. Navneet Garg 9. Sandeep Gupta 10. Shrikant Shankar Badve 11. Sumit Kumar Khanna 12. Virendra Jain Consortium 13. Resurgent Property Ventures Private Limited & Sanjay Lodha 14. Shammee Salaria, Santosh Salaria and Swaran Salaria Corporate Body 15. Anirudh Agro Farms Limited 16. Ashdan Properties Private Limited 17. Bommidala Enterprises Pvt Ltd 18. D. D. International Private Limited 19. Greenpark Hotels and Resorts Limited 20. HR Commercials Private Limited 21. ITC Limited - Hotels Division 22. Kailash Darshan Housing Development (Gujarat) Pvt. Ltd 23. Kalyan Toll Infrastructure Limited 24. Kundan Care Products Limited 25. Luvkush Corporation Private Limited 26. Metro Waste Handling Private Limited 27. Oriental Structural Engineers Private Limited 28. Real Value Infotech Private Limited 29. Royal Orchids Hotels Limited 30. Sankalp Recreation Private Limited 31. Shree Balajee Landmark Hotels Private Limited 32. Sunteck Realty Limited 33. Truflair Buildwell LLP 34. Unison Hotels Private Limited 35. Biotech Private Limited

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16. It is submitted that the RFRP, along with the Evaluation Matrix and Information Memorandum, was issued to the PRAs on 10.02.2024, and access to the Virtual Data Room (“VDR”) was provided on the same date to enable the PRAs to undertake due diligence of the business and operations of the Corporate Debtor. 17. It is submitted that multiple requests were received from the PRAs seeking extension of time for submission of the Resolution Plans. Accordingly, the timeline for submission of the Resolution Plans was initially extended from 11.03.2024 to 26.03.2024 and subsequently further extended to 05.04.2024. 18. During the 13th Meeting on 06.04.2024, the Applicant informed the CoC about the resolution plans received from following six (6) PRAs: a. Mr. Shrikant Badve b. Ashdan Properties Private Limited (“APPL”) c. Consortium of Mr. Shammee Swaran Salaria, Mrs. Santosh Swaran Salaria, Mr. Swaran Nadhan Salaria (“Salaria Group”) d. Rare Asset Reconstruction Limited (“RARE ARC”) e. Mr. Ajay Malik f. Unison Hotels Private Limited (“UHPL”) 19. In the 16th CoC meeting on 15.05.2024, the CoC approved the challenge mechanism framework dated 21.05.2024. It is further submitted that upon perusal of the Resolution Plan dated 05.04.2024 submitted by Rare Asset Reconstruction Limited (“Rare ARC”), it was observed that Rare ARC, being an Asset Reconstruction Company governed by the SARFAESI Act, had proposed to bring in an Investor at a later stage who would take over the shareholding of the Corporate Debtor, while Rare ARC would take over the debt by making payments to the creditors in accordance with the I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021

Resolution Plan and have the loans/claims assigned to it. Accordingly, the Applicant called upon Rare ARC to identify the proposed Investor, pursuant to which Rare ARC informed that Pacifica (India) Projects Private Limited (“Pacifica”) would be brought in as its Co-Applicant. Although no details of the Investor were provided and no consortium was constituted at the EoI stage, Clauses 1.8.5 and 1.8.6 of the RFRP empowered the CoC to approve changes in the composition of a Resolution Applicant, including inclusion of a Co-Applicant. Thereafter, Rare ARC submitted the requisite documents in respect of Pacifica, which was found eligible. Upon a legal opinion being obtained and circulated to the CoC members, the inclusion of Pacifica as Co-Applicant was deliberated and found legally permissible. Accordingly, at the 16th CoC meeting held on 15.05.2024, both CoC members unanimously ratified and approved the inclusion of Pacifica as Co-Applicant with Rare ARC for submission of the Resolution Plan. 20. During the 19th CoC meeting on 26.06.2024, the transaction auditor report dated 05.06.2024 was discussed and accordingly, the Applicant filed avoidance application under Section 45, 43 and 66 of the Code. 21. The Challenge Mechanism Process was conducted during the 18th CoC meeting held on 11.06.2024. Accordingly, after multiple rounds of commercial bids submitted by the Resolution Applicants, the Challenge Mechanism Process was concluded successfully so as to achieve the goal of value maximisation as envisaged under the Code. Thereafter, the Resolution Applicant, Ashdan Properties Private Limited (“APPL”) had submitted their financial proposal in the challenge mechanism which was the highest as per the NPV calculated by the CoC's bid evaluation advisor during the challenge mechanism process.

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22. In the 21st to 24th CoC meetings held between 30.07.2024 and 23.10.2024, the CoC considered and deliberated upon the final versions of the Resolution Plans submitted by the six (6) Resolution Applicants, along with the legal and compliance comments of the CoC’s Advisor and the Applicant’s Counsel, and undertook negotiations with the respective Resolution Applicants. Further, it was decided by the CoC members that all Resolution Applicants shall submit their revised resolution plans by 30.10.2024, the date of which was extended to 08.11.2024 and thereafter till 15.11.2024. 23. Thereafter, on 04.07.2024, the Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited submitted their amended Resolution Plan dated 04.07.2024 to the Applicant together with the consortium agreement dated 25.06.2024 executed between Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited. 24. The Applicant submits that APPL submitted its revised Resolution Plan on 15.11.2024, which was found conditional and materially inconsistent with its Challenge Mechanism proposal, including reduced payout and altered payment and debt-assignment terms. 25. In the 25th and 26th CoC meetings on 26.11.2024 and 02.12.2024, respectively, the CoC found the plan submitted by APPL as uncertain, difficult to implement and non-compliant with the Code. Accordingly, considering the multiple opportunities already granted to APPL, no further opportunity was given, and APPL was informed on 04.12.2024 that its Resolution Plan was non-compliant. 26. During 26th meeting on 02.12.2024, the CoC considered the five (5) compliant Resolution Plans submitted by (i) the Consortium of Mr. Shammee Swaran Salaria, Mrs. Santosh Swaran Salaria and Mr. Swaran

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Nadhan Salaria (“Consortium of Shammee Salaria & Ors.”), (ii) the Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, (iii) Mr. Ajay Malik, (iv) Mr. Shrikant Badve, and (v) Unison Hotels Private Limited (“UHPL”). 27. In the said meeting, all the five (5) resolution plans were put to vote for the consideration. Upon conclusion of the voting on 09.01.2025, the Resolution Plan dated 05.04.2024, read with Revised Resolution Plan 04.07.2024, along with the addendum dated 29.10.2024, and clarification letter dated 26.11.2024, submitted by Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, was approved with 100% of voting share. The relevant extract of the Resolution passed by the CoC with voting share are reproduced hereunder for ease of reference: “RESOLVED THAT pursuant to Section 30(4) of the Insolvency and Bankruptcy Code, 2016 read with the relevant rules and regulations framed thereunder, the Committee of Creditors (CoC) of Simm Samm Hotels Private Limited after assessing the a. feasibility and viability of the resolution plan submitted in the Corporate Insolvency Resolution Process of Simm Samm Hotels Private Limited; b. provisions for its effective implementation; c. criteria as per Evaluation Matrix; and d. other requirements of applicable CIRP Regulations; hereby accords its approval to the Resolution Plan dated 05 April 2024, to be read with the revised Resolution Plan dated 04 July 2024 along with the addendum dated 29 October 2024 and clarification letter dated 26 November 2024, submitted by the Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, as the Successful Resolution Plan. RESOLVED FURTHER THAT Resolution Professional of Simm Samm Hotels Private Limited be and is hereby authorised to intimate the decision of the CoC to the Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, being the successful resolution applicant of the approval of its Resolution Plan by the Committee of Creditors and to sign and issue the Letter of Intent

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 (LOI) to the Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited and receive the relevant performance security from the Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, the Successful Resolution Applicant, on behalf of the Committee of Creditors, within the timelines and terms stipulated in the Request for Resolution Plan document dated 10 February 2024 ("RFRP"). RESOLVED FURTHER THAT the Resolution Professional of Simm Samm Hotels Private Limited, be and is hereby authorised to file an application under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 ("IBC") read with Regulation 39(3B) of CIRP Regulations, before the Hon'ble National Company Law Tribunal, Mumbai Bench ("Adjudicating Authority") for approval under Section 31 of the IBC by the Adjudicating Authority, of the successful Resolution Plan dated 05 April 2024, to be read with the revised Resolution Plan dated 04 July 2024 along with the addendum dated 29 October 2024 and clarification letter dated 26 November 2024, submitted by the Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, subject to approval by the Committee of Creditors by requisite votes in terms of Section 30(4) of the IBC read with the relevant rules and regulations framed thereunder, and the Resolution Professional is further authorised to take all necessary steps and execute all necessary documents as may be required from time to time for the aforesaid purposes.”

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28. The Letter of Intent (“LoI”) to the Resolution Applicant was issued on 10.01.2025, which was accepted by the Resolution Applicant on 15.01.2025. 29. The Applicant submits that the Successful Resolution Applicant (“SRA”), namely the Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, is not disqualified under Section 29A of the Code from submitting a Resolution Plan, as evidenced by the affidavit and undertaking furnished by Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited under Section 29A of the Code dated and 05.04.2024 and 03.05.2024, respectively, along with the Due Diligence Reports issued by JLN US & Co., Chartered Accountants, dated 02.05.2024 and 21.05.2024 in respect of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, respectively. 30. The Applicant submits the approved Resolution Plan along with the addendum dated 29.10.2024 and clarification letter dated 26.11.2024 is compliant with the Code read with CIRP Regulations. The applicant submits that in compliance with Resolution 39(4) of the CIRP Regulations, a compliance certificate in revised Form H by way of an Additional Affidavit dated 23.05.2025 was submitted. Brief Background of the Successful Resolution Applicant (SRA): Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited 31. Rare ARC is a publicly held company, incorporated in September, 2015. Pacifica (India) Projects Private Limited is a privately held real estate company and has been in the real estate arena since 80s. The company is headquartered in San Diego, California and has offices throughout United States and India. Pacifica has investment track record of more than $7.7 billion by assets class and employees nearly 3000 people approximately. Pacifica

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India is a multitalented and vibrant real estate conglomerate, committed to modernizing the urban landscape of India. Addendum to the Resolution Plan 32. It is submitted that the SRA placed the Addendum dated 29.10.2024 to the Resolution Plan dated 04.07.2024 which is set out hereinbelow: Clause Pa Relevant Provision of Clause as per Resolution Plan Modified as per discussion ge Provisio Section 30 of the dated 04.05.2024 with the CoC/RP/ Legal Team No n Code/Regulatio. n 2.1 19 Sec 30(2) Terms of the Resolution Applicant (Rare On and from the Take Over (Point (d) & Plan, ARC/Pacifica [India] Projects date, the Resolution Applicant No. 5) Regulati implementation Ltd) would be having their would be having their on schedule and nominee(s) on the Board to nominee(s) on the board of the 38(2)(c) supervision of manage the company. Rare ARC/ company to manage the the resolution Pacifica [India] Projects Ltd shall Company i.e., Rare ARC(one plan identify and appoint suitable nominee Director) and professionals to manage the affairs Pacifica [India] Projects Ltd of the company on a day-to-day (two directors)/ Pacifica basis, with the support of the key [India] Project Ltd shall managerial personnel of the identify and appoint suitable company and with guidance from professionals to manage the the Board of Directors. affairs of the company on a day to day basis, with the It is proposed to have a Monitoring support of the key managerial Committee (MC) which would personnel of the company and ensure that the Resolution with guidance from the Applicant is making payments as management such that the per the approved Resolution Plan control of the Company will be to various stakeholders and is also with Pacifica [India] Projects taking effective steps to implement Ltd. the Resolution Plan as envisaged.

It is proposed to have a This MC, which shall be Monitoring Committee (MC) constituted within 7 days of which would ensure that the approval of the Resolution Plan by Resolution Applicant is Hon’ble NCLT, shall include a making payments as per the total of 3 members of which I approved Resolution Plan to nominee from the secured financial various stakeholders and is creditors, to safeguard the also taking effective steps to concern/ interests of the Secured implement the Resolution Lenders. 1 nominee from Plan as envisaged. Resolution Applicant (Rare ARC) or Co-applicant and RP/ nominee This MC, which shall be shall be part of the MC. The RP constituted within 7 days of I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 shall chair the MC without voting approval of the Resolution rights. The fee of RP. for his role as plan by Hon’ble NCLT, shall member of the MC. shall be include a total of 4 members of decided in consultation with the which 2 nominees from the members of the Me and the same Secured Financial creditors, shall be borne by resolution to safeguard the applicant. concern/interests of the Secured Lenders, 1 nominee The new Board nominated as per from Resolution Applicant Clause 3 & 6 shall be responsible (Rare ARC) or co applicant for the supervision of the day-to-and RP/nominee shall be part day affairs of the Corporate of the MC.

The RP shall chair Debtor including the payment to the MC without the voting the Financial and other Creditors. rights. The fee of RP, for his The new board shall take over role as member of the MC, management control of the shall decide in consultation Corporate Debtor. immediately with the members of the MC after payment of first tranche to and the same shall be borne by secured financial creditors ("Take resolution applicant. Over Date”). The MC shall handover the Hotel/ assets of the The new board nominated as CD upon payment of first tranche per Clause 4 shall be to SFCs. The co-applicant shall responsible for the further invest in to equity of the CD supervision of the day-to-day as proposed In the Resolution Plan affairs of the Corporate and shall reconstitute the Board. Debtor including the payment The Board shall be responsible for to the financial and other operating the Corporate Debtor as creditors. The new board shall a going concern with the take over the management supervision of MC till the payment control of the Corporate as envisaged under the Resolution Debtor including the Plan is made, post which the MC possession of CD’s assets, shall cease to exist. immediately after payment of first tranche to secured The meetings of the MC shall be financial creditors (“Take virtual and physical whenever over date”) i.e., 90 days of necessary.

Voting mechanism shall NCLT approval. The MC shall be decided by the MC post handover the hotel/assets of constitution. the CD upon payment of first tranche to SFCs. The Co-applicant shall further invest in to equity of the CD as proposed in the Resolution Plan within 90 days from the approval of the Resolution Plan by Hon’ble NCLT and shall reconstitute the board. The board shall be responsible for operating the CD as a going concern with the I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 supervision of MC till the payment as envisaged under the Resolution Plan is made, post which the MC shall cease to exist. The meetings of the MC shall be virtual and physical whenever necessary. Voting mechanism shall be decided by MC post constitution. 2.1 25 Regulati A resolution plan The reason for default/losses can The reason for default losses (Point on 38(3) shall be attributed to shortfall in cash can be attributed to shortfall 29) demonstrate that flows and increase in cost of inputs in cash flows and increase in – and delay in sale and lease of units cost of inputs and delay in sale (a) it addresses and very high fixed cost in the form and lease of units and very the cause of of loans and borrowings from high fixed cost in the form of default: reduction in margins, resulting in loans and borrowings from (b) it is feasible sharp decline in level of reduction in margins, and viable; operations, thereby leading to resulting in sharp decline in (c) it has inadequate cash flows for level of operations. thereby provisions for its servicing its liabilities. leading to inadequate cash effective flows for servicing its implementation; The Resolution Plan has addressed liabilities.

(d) it has the causes of default. We have provisions for proposed, through better The Resolution Plan has approvals management control, with addressed the causes of required and the additional capex and infusion of default, We have proposed, timeline for the funds for working capital, and through better management same; and bringing down the total debt to a control. with additional capex (e) the resolution sustainable level, endeavoured to and infusion of funds for applicant has the turnaround the company by working capital, and bringing capability to improving its top-line and bottom-down the total debt to a implement the line. A viable and workable sustainable level, resolution plan resolution plan has accordingly endeavoured to turnaround been prepared. Rare ARC, the the company by improving its Resolution Applicant, has the top-line and bottom-line. A capability/appropriate resources viable and workable for effective implementation. resolution plan has accordingly been prepared. Resolution Applicant shall make Rare ARC, the Resolution all efforts to obtain all clearances Applicant, has the and approvals within 1 year from capability/for appropriate approval of Resolution Plan. resources effective implementation.

Further, the approval of the Resolution Applicant shall Resolution Plan by the Hon'ble make all efforts to obtain all NCLT will be treated as a waiver clearances and approvals for any previous liabilities and within 1 year from approval of obligations, inclusive of, but not Resolution Plan.

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 restricted to, any acts of evasion, arising from non-compliance by Further, the approval of the the ex-promoter. suspended board Resolution Plan by the or any other party. which may in Hon'ble NCLT will be treated any manner adversely affect the as a waiver for any previous assets of the Corporate Debtor or liabilities and obligations, agreements pertaining to Hotel inclusive of, but not restricted properties. to, any acts of evasion, arising from non-compliance by the Consequently, any legal actions or ex-promoter, suspended board complaints initiated before any or any other party, which may court, forum, panel of arbitrators, in any manner adversely affect or adjudicating authority, whether the assets of the Corporate in India or abroad, shall not Debtor or agreements adversely affect the revival of the pertaining to Hotel properties. Corporate Debtor or the Consequently, any legal Resolution Applicant [and on actions or complaints initiated approval of Resolution plan by before any court, forum. panel NCLT, the land shall stand of arbitrators, or adjudicating transferred in name of corporate authority, whether in India or debtor.] abroad, shall not adversely affect the revival of the Notwithstanding anything Corporate Debtor or the contained under Resolution Plan, Resolution Applicant the Resolution Applicant confirms Notwithstanding anything in the event any of the assumptions contained under the or otherwise are not true or if the Resolution Plan, the Adjudicating Authority or any Resolution Applicant confirms appellate authority denies or in the event any of the refuses to grant any of the reliefs. assumptions or otherwise are concessions directions as above or not true or if the Adjudicating mentioned such denial or rejection Authority or any appellate will not affect the remaining authority denies or refuses to portions of the Resolution Plan grant any of the reliefs. and the Resolution Plan shall concessions or directions as continue to be binding on the mentioned above, such denial Resolution Applicant and the or rejection will not affect the Resolution Applicant will remaining portion of the implement the Resolution Plan as Resolution Plan and the approved by the Adjudicating Resolution Plan shall Authority or any appellate continue to be binding on the authority in accordance with the Resolution Applicant and the timelines stipulated herein.

Resolution Applicant will Further, the total amounts payable implement the Resolution under the Resolution Plan shall Plan as approved by the also not be affected or reduced in Adjudicating Authority or any case of any assumption not being appellate authority in true Or any of the reliefs, accordance with the timelines concessions or directions stipulated herein. Further, the mentioned above are not granted, total amounts payable under

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 however in case. relief related to the Resolution Plan shall also assets of the CD is not granted or not be affected or reduced in allowed. which is essence and pre case of any assumption not requisite for revival of CD. the being true Of any of the Resolution Applicant shall be free reliefs. concessions or to seek relevant modifications in mentioned above directions Resolution Plan and the resolution are not granted, however in applicant is free to avail all case, relief related to assets of possible legal remedies before any the CD is not granted or court/ authority. allowed, which is essence and pre requisite for revival of CD, the Resolution Applicant shall be free to seek relevant modifications in Resolution Plan to avail all possible legal remedies before Hon'ble NCL.T. The claim of unsecured creditors may be read/ considered as admitted by Resolution Professional. 3.1.5 33 Equity Resolution Applicant’s nominees The Co-applicant and its Contribution by and/or Co-applicants/nominees nominee shall continue to hold Co-Applicant shall continue to hold the entire the entire share capital of the share capital of the CD (even CD (even though stipulation though stipulation in the RFRP is in the RFRP is minimum 51% minimum 51% of the share capital) of the share capital) until until entire payments as envisaged entire payments as envisaged under the plan have been under the Plan have been completed. completed.

Provided however, the control of the CD shall be with the co-applicant 6.1.3 34 Management of The RP/MC shall handover the The RP/MC shall handover the CD after management control of the CD on the management control of the approval of plan the payment of 1st Tranche to CD to the Co-applicant on the secured FC. The existing Board of payment of 1st Tranche to Corporate Debtor is proposed to secured FC. The existing be replaced by Rare Board of CD is proposed to be ARC/nominees on the Board to replaced by Co-applicant manage the company. Rare ARC (having two directors) and shall identify and appoint a Rare ARC (having one suitable professional to manage nominee director) on the the affairs of the company on a Board to manage the day-to-day basis, with the support company. Pacifica shall of the key managerial personnel of identify and appoint a suitable the company and with guidance professional to manage the from the Board of Directors. affairs of the company on a day-to-day basis with the support of the key managerial personnel of the company and I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 with guidance from the Board of Directors.

6.1.4 34 Management of The Nominee Director and key The Nominee Director and key CD after managerial personnel to be managerial personnel to be approval of the inducted are tentatively proposed inducted are tentatively Plan as under: proposed as under: Sr. Name Proposed S. Nomina Proposed No. Designation N ted by Designation 1. Bharat Director o. RA Kanungo 1. Co- Director 2. Anil Nominee Applica Kumar Director nt Bhandari 2. Co- Director Applica nt 3. Rare Nominee ARC Director Definiti 2 Adjudicating The National Company Law The National Company Law on Authority Tribunal, Hyderabad Tribunal, Mumbai. Definiti 2 Resolution Rare Asset Reconstruction Limited Rare Asset Reconstruction on Applicant along with Co-applicant/investor limited along with Co- i.e. Pacifica Group applicant/Investor i.e. Pacifica (India) Projects Private Limited 7.1.4 35 Indemnit Implementation The Resolution Applicant and co- The Resolution Applicant and y and supervision applicant. jointly and severally. co-applicant. jointly and of Plan unconditionally and irrevocably, severally, unconditionally and promptly upon demand. indemnify irrevocably, promptly upon and hold harmless tile Corporate demand, indemnify and hold Debtor. members of the CoC, the harmless the Corporate RP, IRP, GT, other advisors Debtor. members of the CoC, appointed by the RP/CoC and their the Resolution Professional, respective teams including their Interim Resolution advisors and Representative Professional, GT, other (collectively, the Indemnified advisors appointed by the RP/ Parties”), against all actions, CoC and their respective proceeding, claims, demands, teams including their advisors losses, liabilities, damages, costs ·and Representatives and expenses imposed, asserted (collectively, the "Indemnified against or incurred by the Parties”), against all actions, Indemnified Parties, arising out of proceedings, claims, or pursuant to or in connection demands, losses, liabilities, with a breach of the obligations of damages, costs and expenses the Resolution Applicant under the imposed, asserted against or RFRP, undertakings required to be incurred by the Indemnified submitted by the Resolution Parties, arising out of or Applicants pursuant to the EOI or pursuant to or in connection

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 the RFRP. The Resolution Plan with a breach of the and/or the LoI or in the event the obligations of the Resolution Resolution Applicant withdraws Applicant under the RFRP, from the Resolution Plan Process undertakings required to be or revokes/ withdraws or seeks to submitted by the Resolution revoke/ withdraw the Resolution Applicants pursuant to the Plan after its approval by the CoC EOI or the RFRP, the or delays the Implementation of Resolution Plan and./or the the Resolution Plan. LoI or in the event the Resolution Applicant The Resolution Applicant and co-withdraws from the Resolution applicant, jointly and severally Plan Process or revokes/ hereby agrees and releases the withdraws or seeks to Indemnified Parties, irrevocably, revoke/withdraw the unconditionally, fully and finally, Resolution Plan after its from any and all liability for approval by the CoC or delays claims, losses, damages, costs, the Implementation of the expenses or liabilities suffered by it Resolution plan. in any way related to or arising from the exercise of any rights The Resolution Applicant and and/or performance of any co-applicant, jointly and obligations set out under this severally hereby agrees and Request for Resolution Plan. releases the Indemnified Parties, irrevocably, The Resolution Applicant and co-unconditionally, fully and applicant jointly and severally finally, from any and all unconditionally and irrevocably, liability for claims, losses. promptly upon demand, indemnify damages, costs, expenses or and hold harmless the Indemnified liabilities suffered by it in any Parties upon adjudication, for all way related to or arising from acts done in good faith in respect the exercise of any rights of the Resolution Plan Process and and/or performance of any the proposed transaction. obligations set out under this Request for Resolution Plan.

The Resolution Applicant and co-applicant, jointly and severally unconditionally and irrevocably, promptly upon demand, indemnify and hold harmless the Indemnified Parties upon adjudication by Hon'ble NCLT, for all acts done in good faith in respect of the Resolution Plan Process and the proposed transaction. 7.1.6 36 Validity Implementation The Resolution Plan shall be valid The Resolution Plan shall be and supervision from the Resolution Plan valid from the Resolution Plan of Plan Submission Date or the date of Submission Date or the date of submission of the Resolution Plan, submission of the Resolution

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 if it occurs prior to the Resolution Plan, if it occurs prior to the Plan Submission Date until the Resolution Plan Submission date of the order of the Date until the date of the order Adjudicating Authority of the Adjudicating Authority approving/rejecting the Successful approving/rejecting the Resolution Plan or Adjudicating Successful Resolution Plan or Authority passing an order to Adjudicating Authority liquidate the Company and such passing an order to liquidate order is not appealed further or the Company and such order sub-judice under Indian courts. is not appealed further or sub-judice under Indian courts. Provided however, with regard to the Approved Resolution Plan, the same shall be valid till due Implementation and completion of the monitoring period. as envisaged in the Approved Resolution Plan, in accordance with Applicable. Law. Post approval of the Successful Resolution Plan by the Adjudicating Authority, the same will be duly Implemented. 9 41 Waiver Concessions and Notwithstanding anything Notwithstanding anything Clause Relief, contained under the Resolution contained under the Waivers/Directio Plan.

The Resolution Applicant Resolution Plan. The ns/Specific confirms in the event any of the Resolution Applicant confirms Orders from assumptions made by the in the event any of the NCLT Requested Resolution Applicant in this assumptions or otherwise are / Prayed under Resolution Plan or otherwise are not true or if the Adjudicating the Resolution not approved as proposed and if Authority or any appellate Plan the Adjudicating Authority or any authority denies or refuses to appellate authority denies or grant any of the reliefs, refuses to grant any such reliefs, concessions or directions as concessions or directions as mentioned above. such denial mentioned above, such denial or or rejection will not affect the rejection shall not adversely affect remaining portions of the implementation of the Resolution Resolution Plan and the Plan; however Resolution Resolution Plan shall Applicant shall be free to avail all continue to be binding on the possible legal remedies before any Resolution Applicant and the court/authority. However, in case. Resolution Applicant will relief related to assets of the CD is implement the' Resolution not granted or allowed, which is Plan as approved by the essence and pre-requisite for Adjudicating Authority or any revival of CD, the Resolution appellate authority In Applicant shall be free to seek accordance with the timelines relevant modifications in stipulated herein.

Further, the Resolution Plan and the resolution total amounts payable under

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 applicant is free to avail all the. Resolution Plan shall also possible legal remedies before any not be affected or reduced in Court/ authority. case of any assumption not being true or any of the reliefs, concessions or directions mentioned above are not granted. however, in case, relief related to assets of the CD is not granted or allowed, which is essence and pre-requisite for revival of CD, the Resolution Applicant shall be free to seek relevant modifications in Resolution Plan in consultation with MC and the resolution applicant is free to avail all possible legal remedies before Hon'ble NCLT. Further, on approval of Resolution plan by NCL T, the land shall stand transferred in name of corporate debtor.

CIRP Cost

33. The Resolution Plan stipulated the CIRP Cost. As per the plan, the CIRP Cost is estimated to be approximately Rs. 1.28 crores and is proposed to be paid in priority to payment for other debt, within 90 days of the NCLT approval.

34. However, in case of any further/additional cost towards CIRP, any additional amount, if payable shall be filed out of payment proposed to be paid to Secured Financial Creditors.

Financial Outlay of the Plan:

35. The Allocation of amounts proposed under the plan is reproduced below:

(Amount in Rs. Crore) Particulars Admitted Amount Within 90 Within 6 Within 12 Claim Proposed days from months from months from under

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Resolution NCLT NCLT NCLT Plan Approval Approval Approval CIRP Cost – 1.28 1.28 – – Secured FC 317.44 90.00 27.00 27.00 36.00 Unsecured FC – – – – – (Related Party) Operational 0.83 0.08 0.08 – – Creditors – other than statutory dues Working – 5.00 – – 5.00 Capital Capex – 10.00 – – 10.00 Total 318.27 106.36 28.36 27.00 51.00 Source of funds

36. The Resolution Applicant has proposed to infuse an amount of Rs. 5 Crore towards working capital and Rs. 10 Crore towards capex requirements.

37. Pacifica (India) Projects Private Limited (Co-applicant) will infuse sum of Rs. 4 Crores towards equity share of the Corporate Debtor. Co-applicant proposes to subscribe to 40 Lakhs equity share of Rs. 10 each, at par, within 180 days of the approval of the Resolution plan.

Earnest Money Deposit

38. As per the RFRP which stipulates that All Resolution Applicants shall provide along with or prior to submission of their Resolution Plan, an amount of Rs. 50,00,000/- (Indian Rupees Fifty Lakh Only) by way of a direct transfer through real time gross settlement (“RTGS”) system into a bank account held by Simm Samm Hotels Private Limited, the details of which is stated below for ready reference (referred to as “Earnest Money Deposit”/ “EMD”). This EMD amount shall be an interest free deposit maintained in the name of Corporate Debtor.

39. The Earnest Money Deposit of the Resolution Applicant who has not been selected as the Successful Resolution Applicant, shall be returned (without

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 interest) to the Resolution Applicant, upon receipt of written request from the Resolution Applicant for refund, on or before the later of (i) thirty (30) days from the closure of the Resolution Plan Submission Process in the event no Resolution Applicant has been declared as a Successful Resolution Applicant; or (ii) thirty (30) days of declaration of Successful Resolution Applicant, unless such Earnest Money has been invoked/forfeited; and (iii) If the Successful Resolution Plan is approved by the CoC in accordance with Section 30(4) of the Code, the Earnest Money Deposit of the Successful Resolution Applicant shall be returned, within ten (10) days, upon satisfaction of all the following conditions: (a) submission of Performance Security by the Successful Resolution Applicant; and (b) signing of Lol by the Successful Resolution Applicant.

40. The Resolution Applicant deposited an EMD of Rs. 50,00,000/- by way of direct transfer through the Real Time Gross Settlement (RTGS) system into the bank account of the Corporate Debtor along with the Resolution Plan on 05.04.2024. Subsequently, upon approval of the Resolution Plan by the CoC, the Applicant refunded the EMD of Rs. 50,00,000/- to the Resolution Applicant on 28.01.2025.

Performance Security

41. As per RFRP (clause 1.10, Page 31 of RFRP), it stipulates that the Successful Resolution Applicant shall furnish in the form of a performance bank guarantee issued by any scheduled commercial bank in India, or a demand draft, in favour of IDBI Bank Limited, in its capacity as the member of CoC, issued by any scheduled commercial bank in India, or by way of a direct deposit by way of the real time gross settlement system into such bank account as intimated, the details of which shall be shared separately with the Resolution Applicant(s), of an amount of Rs. 5,00,00,000/-, within 03 (Three)

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Business Days of issuance of LoI by the CoC or such other extended or shortened date as may be notified by the Resolution Professional in prior consultation with the CoC (“Performance Security”).

42. It is submitted that the Resolution Applicant furnished Performance Security in the form of a Bank Guarantee of Rs. 5,00,00,000/- in favour of IDBI Bank Limited, issued on 13.01.2025, bearing Bank Guarantee No. 0189NDDG00017925.

Supervision of Plan Implementation

43. The Monitoring Committee (‘MC’) shall be constituted within seven (7) days of approval of the Resolution Plan by the Tribunal to ensure that the Resolution Applicant is making payments as per the approved Resolution Plan to various stakeholders and is also taking effective steps to implement the Resolution Plan.

44. The composition of the MC will be as follows:

i. 2 Nominees from the Secured Financial Creditors ii. 1 Nominee from Consortium of Rare Asset Reconstruction Limited or Pacifica (India) Projects Private Limited iii. Resolution Professional/ Nominee

45. The Resolution Professional shall chair the MC without voting rights. The fee payable to the Resolution Professional for his role as member of the MC shall be decided in consultation with the members of the MC and the same shall be borne by Resolution Applicant.

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Management and Control of the Business of the Corporate Debtor upon Implementation of Resolution Plan:

46. From the NCLT Approval Date till the implementation of the proposed Transaction under the Resolution Plan i.e. payment of the committed cash payment amount to the Secured Financial Creditors (Lenders), Monitoring Committee shall supervise the implementation of the Resolution Plan with the help of the newly constituted board.

47. The Resolution Professional/Monitoring Committee shall handover the management control of the Corporate Debtor to the Co-applicant on the payments of 1st Trance to Secured Financial Creditors. The existing board of the Corporate Debtor is proposed to be replace by Co-applicant (Pacifica (India) Projects Private Limited) having two (2) directors and Rare Arc, having one nominee Director on the board to manage the company.

48. The new board nominated shall be responsible for the supervision of the day to day affairs of the Corporate Debtor including the payment to the Financial and other Creditors. The new board shall take over management control of the Corporate Debtor including possession of CD’s assets, immediately after the payment of First tranche to Secured Financial Creditors (“Take over Date”) i.e., 90 days of NCLT Approval Date.

49. Pacifica (India) Projects Private Limited shall identify and appoint a suitable professional to manage the affairs of the Company on a day to day basis, with the support of the key managerial personnel of the Company and with guidance from the Board of Directors.

Treatment of Shares

50. Upon approval of the Resolution Plan, the entire existing share capital of the Corporate Debtor shall stand cancelled and the existing equity share capital of I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021

Rs. 9.63 crores shall stand reduced to NIL, whereupon there would be simultaneous allotment of fresh equity share by the Board of directors of the Corporate Debtor to the new shareholders.

51. All the rights of the existing shareholders shall stand suspended till the cancellation of the existing paid up capital.

52. Post allotment of equity, the co-applicant namely, Pacifica (India) Projects Private Limited and its nominee shall continue to hold the entire share capital of the Corporate Debtor until the entire payment as envisaged under the Plan have been completed.

The amounts provided for the stakeholders under the Resolution Plan as per revised FORM H (Additional Affidavit dated 23.05.2025): Stakeholder Type Amounts (in Rs.) Payment Schedule Amount Amount Realisable Amount Claimed Admitted Amount realizable under the in plan to Plan amount claimed (%) Secured Financial Creditor - Creditors not - - -having right to vote under Section 21(2) - Dissenting - - - - Assenting 3,18,26,51,763 3,17,44,18,188 90,00,00,000 28.35 Rs. 90 crores (28.35% of admitted claims) on 100% cash basis. Rs.27 crore (30%) payable within 90 days of NCLT approval, Rs.27 crore payable within 6 months, and Rs. 36 crores payable within 12 months from NCLT approval of Resolution Plan.

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Unsecured Financial Creditor - Creditors not 1,67,49,70,842 86,41,49,681 0 0% Nil payments are having right to vote proposed under this under Section 21(2) head. - Dissenting - - - - Assenting - - - Operational Creditors Government - - - Nil payments are proposed under this head. Workmen Dues - - - Nil payments are - PF Dues proposed under this - Other dues head. Employees - - - Nil payments are - PF Dues proposed under this - Other Dues head. Other Operational 1,70,66,147 1,02,99,909 8,00,000 7.77% Rs. 8,00,000/- to be Creditors paid within 90 days of NCLT approval to operational creditors other than related party and statutory dues Other Debts and - - - Nil payments are Dues proposed under this head. Shareholders - - - Nil payments are proposed under this head. Total 4,87,46,88,752 4,04,88,67,778 90,08,00,000 22.25%

Compliance Certificate in Form – H:

53. Pursuant to Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, the Applicant/Resolution Professional submitted the Compliance Certificate in revised Form H by way of an Additional Affidavit dated 23.05.2025.

54. Compliance of mandatory requirements under the Insolvency and Bankruptcy Code, 2016:

Section of the Requirement with respect to Compliance Clause of Code/Regulation Resolution Plan Resolution Plan No.

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Section 25(2)(h) The Resolution Applicant meets Yes the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD

Section 29A The Resolution Applicant is Yes eligible to submit resolution plan Rare Asset Reconstruction Limited was named in the as per final list of Resolution Final list of PRA and Professional or Order, if any, of inclusion of Pacifica (India) the Adjudicating Authority. Projects Private Ltd as Co-applicant was approved and ratified at the l6th CoC held on 15.05.2024 Section 30(1) The Resolution Applicant has Yes 29A Affidavit dated submitted an affidavit stating 05.04.2024 has been that it is eligible submitted by Rare Asset Reconstruction Limited and on 03.05.2024, has been submitted by Pacifica (India) Projects Private Ltd. Section 30(2) The Resolution Plan – a. Section 2.1 (a) provides for the payment Yes (Compliance of Plan of insolvency resolution with various process costs Provisions), Sr. No. (b) provides for the payment 1 in the table to the operational (Section 30(2)(a) of creditors the Code) at Page (c) provides for the payment 17. to the financial creditors b. Section 2.1 who did not vote in (Compliance of Plan favour of the resolution with various plan Provisions), Sr. No. (d) Provide for the 2 in the table management of the (Section 30(2)(b) of affairs of the Corporate the Code) at Page 18 Debtor read with Sr. No. 23 (e) Provides for the in the table implementation and (Regulation 38(1)(a) supervision of the of the Code) at pg. Resolution Plan 23.

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 (f) Does not contravenes any c. Section 2.1 of the Provisions of the (Compliance of Plan Law for the time being in with various force Provisions), Sr. No. 3 in the table (Section 30(2)(b) of the Code) at Pg. 18 read with Sr. No. 24 in the table (Regulation 38(1)(b) of the Code) at Pg. 23. d. Section 2.1 (Compliance of Plan with various Provisions), Sr. No. 4 in the table (Section 30(2)(c) of the Code) at Pg. 19 read with Sr. No. 25 in the table (Regulation 30(2)(d) of the Code) at Pg. 2-5 of the Addendum. e. Section 2.1 (Compliance of Plan with various Provisions), Sr. No. 5 in the table (Section 30(2)(d) of the Code) at Pg.2-5 of the Addendum read with Sr. No. 8 in the table (Regulation 31(1) of the Code) at Pg. 20 of the Resolution Plan. f. Section 2.1 (Compliance of Plan with various provisions), Sr No. 6

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 in the table (Section 30(2)(e) of the Code) at Page 20.

Section 30(4) The Resolution Plan: Yes (a) is feasible and viable, according to the CoC (b) has been approved by the CoC with 66% voting share Section 31(1) The Resolution Plan has Yes Section 2.1 provisions for its effective (Compliance of Plan implementation plan, according with various to the CoC provisions), Sr No. 29 in the table (Regulation 38(3) of the Code) al Pg 4 of the Addendum 55. Compliance under mandatory requirements under IBBI (Insolvency Resolution Process of Corporate Debtor) Regulations, 2016:

Section of the Requirement with respect to Compliance Clause of Resolution Plan Code/Regulation Resolution Plan No. Regulation 38 (1) The amount due to operational Yes Section 2.1 (Compliance of Plan creditors under the resolution with Various provisions), Sr. No. 2 Plan has been given priority in in the table (Section 30(2)(b) of the payment over financial Code) at Page 18 read with Sr. No. creditors 23 in the table (Regulation 38(1)(a) of the Code) at Page 23. Regulation 38(1A) The resolution plan includes a Yes Section 2.1 (Compliance of Plan statement as to how it has dealt with various provisions), Sr No. 25 with the interests of all in the table (Regulation 38(1A) of stakeholders the Code) at Pg 23 Regulation 38(1B) Neither the Resolution Yes Section 2.1 (Compliance of Plan Applicant or nor any of its with various provisions), Sr No. 26 related parties has failed to in the table (Regulation 38(1B) of implement or contributed to the the Code) at Pg 24 failure of implementation of any resolution plan approved under the Code. If applicable, the Resolution Applicant has

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 submitted a statement giving details of any such non¬ implementation Regulation 38(2) The Resolution Plan provides: Yes a. Section 2.1 (Compliance of (a) the term of the plan and its Plan with various implementation schedule. Provisions), Sr. No. 27 in (b) for the management and the Table (Regulation control of the business of 38(2)(a) of the Code) at the corporate debtor during Page 24. its term. b. Section 2.1 (Compliance of (c) adequate means for Plan with various supervising its provisions), Sr. No. 28 in implementation. the table 9 Regulation 38(2)(b) of the Code) at Page 25 read with Section 2.1 (Compliance of Plan with various provisions), Sr. No. 4 in the table (Section 30(2)(c) of the Code) at Page 19 read with Sr. No. 5 in the table (Section 30(2)(d) of the Code) at Page 2-5 of the Addendum. c. Section 7.1.1 (Implementation ad Supervision of Plan) at Page 34 read with Section 2.1 (Compliance of Plan with various provisions), Sr. No. 5 in the table (Section 30(2)(d) of the Code) at Page 2-5 of the Addendum read with Sr. No. 8 in the table (Section 31(1) of the Code) at Page 20 of the Resolution Plan Regulation 38(3) The resolution plan Yes a. Section 2.1 (Compliance of demonstrates that – Plan with various (a) it addresses the cause of provisions), Sr No. 29 in the default table (Regulation 38(3) of (b) it is feasible and viable the Code) at Pg 4 of the Addendum.

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 (c) it has provisions for its b. Section 2.1 with effective implementation (Compliance of Plan (d) it has provisions for provisions), Sr No. 29 in the approvals required and the table (Regulation 38(3) of timeline for the same the Code) at various Pg 4 of (e) the resolution applicant has the Addendum. the capability to implement c. Section 2.1 (Compliance of the resolution plan Plan with various provisions), Sr No. 29 in the table (Regulation 38(3) of the Code) at Pg 4 of the Addendum. d. Section 2.1 (Compliance of Plan with various provisions), Sr. No. 29 of the table (Regulation 38(3) of the Code) at the Addendum read with Section 9 (Concession and Relief, waiver/Directions, Specific orders from NCLT Request/Prayed under the Resolution Plan, Sr. No. 8 in table at Page 43. e. Section 2.1 (Compliance of Plan with various provisions), Sr. No. 29 in the table (Regulation 38(3) of the Code) at the Addendum. Regulation 39(2) The RP has filed applications in Yes respect of transactions observed, found or determined by him Regulation 39(4) Provide details of performance Yes Performance Security in the form security received, as referred to of a bank guarantee issued by in sub-regulation (4A) of ICICI Bank Limited of an amount regulation 36B. of Rs. 5,00,00,000/- (Rupees Five Crores only) in favour of IDBI Bank Limited (Member of the CoC) has been provided

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56. The CIRP has been conducted as per the timeline indicated as under:

Latest Timeline Dates according Section/Regulati Actual Description of Activity Under Regulation To Regulation on No. Date 40A 40A Commencement of Section 16(1) CIRP and Appointment T 12.04.2023 12.04.2023 of IRP Publication of Public Regulation 6(1) T+3 15.04.2023 14.04.2023 Announcement Section 15(1)(c)/ Submission of Claims T+14 26.04.2023 26.04.2023 Regulation 12(1) Regulation 13(1) Verification of Claims T+21 03.05.2023 04.05.2023 Application for Appointment of Section 21(6A) / Authorised T+23 05.05.2023 - Regulation 15A Representative, if necessary Filing of Report Regulation 17(1) certifying Constitution T+23 05.05.2023 04.05.2023 of CoC Section 22(1) and First Meeting of CoC T+30 12.05.2023 11.05.2023 Regulation 17(2) Determination of Regulation 35A fraudulent and other T+115 05.08.2023 21.06.2024 transactions Appointment of two 21.05.2023 Regulation 27 T+47 29.05.2023 registered Valuers 18.01.2024 Submission of 16.07.2023 Regulation 36 (1) Information T+54 05.06.2023 10.02.2024 Memorandum to CoC 11.06.2023 Invitation of EOI T+75 08.07.2023 26.06.2023 22.12.2023 Publication of Form G T+75 12.01.2024 Regulation 36 A Provisional List of 25.07.2023 T+100 21.0.2023 Resolution Applicant 30.01.2024 Final List of Resolution 05.08.2023 T+115 05.08.2023 Applicants 09.02.2024 Issue of Request for Resolution Plan, which Regulation 36B T+105 26.07.2023 10.02.2024 includes Evaluation Matrix and Information

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Memorandum to Resolution Applicant Submission of CoC Section 30(6)/ approved Resolution T+165 24.09.2023 18.01.2025 Regulation 39(4) Plan Approval of Resolution Section 31(1) T=180 09.10.2023 Plan

57. As per the interim order dated 20.01.2025 in IA No. 5388/2024, the Resolution Professional sought condonation of delay from 31.10.2024 to 09.12.2024 and an extension of 45 days from 09.12.2024. The said period was condoned and extension of 45 days was duly approved by this Tribunal. It is noted that the present Interlocutory Application seeking approval of the Resolution Plan was filed on 18.01.2025; therefore, the application has been filed within the extended CIRP period.

PUFE Applications:

58. The Applicant filed IA No. 1340/2025, IA No. 4590/2024 and IA No. 4591/2024 on 19.02.2025, 09.09.2024 and 09.09.2024, respectively, seeking avoidance of certain transaction falling within the ambit of Section 66(1), 45 and 43 of the Code, respectively. The said applications are pending and yet to be adjudicated.

59. In any event, any transaction is avoided/set aside by the NCLT in terms of Section 43,45,47,49,50 or 66 of the Code and any amount is received by the Resolution Professional or the Corporate Debtor in furtherance thereof, such sum shall be deemed to have been received for the benefit of the Secured Financial Creditors and shall be paid to the secured financial creditors (“Pass Through Amount”). For the Avoidance of doubt, the pass-through amount shall be paid to the Secured Financial Creditors in addition to the pay out envisaged for the Secured Financial Creditors under this Resolution Plan.

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Further, Secured Financial Creditors may pursue the avoidance applications after the approval of the Resolution Plan by NCLT.

60. However, in case Financial Creditors/CoC decides that Resolution Applicant shall pursue these cases then Resolution Applicant shall ensure that all the actions initiated pursuant to Section 43,45,47,49,50 or 66 of the Code shall be pursued and the Corporate Debtor and the Resolution Applicant shall ensure all cooperation is provided for such actions being pursued at all times even after the approval of the resolution plan by the Adjudicating Authority. In such situation, Resolution Applicant shall bear the costs (however subject to reimbursement of expenses on realization by Secured Financial Creditors) to pursue avoidance application post approval of Resolution Plan by NCLT. It is to be noted that any such Pass-Through Amount will be allocated to Secured Financial Creditors in proportion of their Admitted Claims to Total Admitted Claims of Secured Financial Creditors.

61. When the matter had come up for consideration on 24.08.2026, the following order was passed:

“IA(PLAN)/12/2025: - Heard, learned counsel for the Applicant. We note that the communication to the parties in the final list of PRAs and to the parties who have submitted Plans, the communication in respect of revising their plans, when asked, learned counsel submits that they are not part of the records, however, she seeks to place them on record within two days by way of additional affidavit. 2. She also makes a statement before us that the details of valuation were not disclosed in the Information Memorandum, subject to placing on record the aforesaid details by way of an additional affidavit within two days. 3. Matter is Reserved for Orders / Clarification, if any.”

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62. In compliance with the aforesaid order, the Applicant filed an Affidavit dated 27.08.2026. It is submitted that the third valuation report dated 06.04.2024 did not cause any prejudice to the Resolution Applicants as the Fair Value was not disclosed to them pursuant to the unanimous decision of the CoC taken in its 15th meeting held on 02.05.2024 under Regulation 36(2)(ka) of the CIRP Regulations. The Resolution Plans were initially received on 05.04.2024, and all eligible PRAs had been afforded adequate opportunity to undertake due diligence and submit their respective Resolution Plans. Thereafter, the PRAs were afforded further opportunities to revise and improve their Resolution Plans, including through the Challenge Mechanism Process conducted on 11.06.2024 and subsequent negotiations which concluded in the submission of final Resolution Plans by 30.10.2024. Accordingly, it is submitted that the resolution process was conducted in a fair and transparent manner, without causing any prejudice or informational advantage to any PRAs.

63. On perusal of Form-H, it is seen that the Resolution Plan is in compliance with the mandatory compliances as stipulated under Section 30(2) of the Code. The SRA (Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited) has submitted an affidavit under Section 29 A of the Code dated 05.04.2024 (Rare Asset Reconstruction Limited) and 03.05.2024 (Pacifica (India) Projects Private Limited), as attached as ‘QQ4 – QQ5’ (Page – 904 - 1052)’ along with the Due Diligence Report dated 02.05.2024 and 21.05.2024 in respect of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited, respectively by the JLN US & Co., Chartered Accountants is annexed as ‘C’ and ‘D’ (Page – 54-182 of Additional Affidavit dated 23.05.2025), stating that neither the Resolution Applicant nor any person connected to it, as defined under the Code, is ineligible under Section 29A of the Code. Accordingly, the Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

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64. In K Sashidhar v. Indian Overseas Bank & Others (2019) 12 SCC 150, the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements.

65. In view of the law laid down by Hon’ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval / rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI (CIRP) Regulations, 2016 the same needs to be approved. Accordingly, the Resolution Plan is approved with the following directions: i. The Resolution Plan 04.07.2024, along with addendum dated 18.06.2026 submitted by Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited is hereby approved.

ii. It shall become effective from this date and shall form part of this order. It shall be binding on the corporate debtor, its employees, members, creditors, including the Central

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Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due and all other stakeholders involved in the Resolution Plan.

iii. The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall review operational performance of the corporate debtor till the closing date.

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

v. As per the Resolution Plan, extinguishment of existing shares of the said corporate debtor, allotment of shares to the Resolution Applicant and to New Investor and reduction of share capital do not require the consent of shareholders as required under the Companies Act or any other authority for implementation of the Resolution Plan.

vi. The aspect of reliefs, concessions and deemed approvals are dealt herein under: a. Approval of the Resolution Plan shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 like that has been granted to the Said corporate debtor or for which the corporate debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc. b. Any exemption as sought for in relation to the payment of registration charges, stamp duty, taxes and fees arising out of the implementation of the Resolution Plan is not granted but the Resolution Applicant is at liberty to approach Competent Authorities for the exemptions if permitted under the law. c. For past non-compliances of the Said corporate debtor under applicable laws the Resolution Applicant shall not be liable for any liabilities and offences committed prior to the commencement of CIRP as stipulated under Section 32A of IBC, 2016, and subject to fulfilment of the condition therein. d. It is hereby clarified that in terms of the Judgement of Hon’ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited (2021) 9 SCC 657, on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect of a claim which is not a part of the Resolution Plan. e. With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above.

The I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 reliefs or deemed approvals included in any part of resolution plan, which is not expressly granted above, shall not be construed as granted. The exemptions if any sought in violation of any law in force, it is hereby clarified that such exemptions shall be construed as not granted. It is further clarified that the reliefs and concessions sought which are beyond the scope of provisions of Section 31(1) and Section 32A of the Code cannot be granted and are as such deemed to have not been granted. f. It is also clarified that, if this Resolution Plan stipulates or provides for any benefit flowing through any other law, then the same may be deemed as not allowed/approved and would be open to action by the concerned authority in accordance with law. vii. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the concerned Registrar of Companies (RoC), for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed. viii.

The moratorium under Section 14 of the Code shall cease to have effect from this date. ix. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

I.A (PLAN) NO. 12 OF 2025 IN CP (IB) NO. 203 OF 2021 x. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

66. Accordingly, the Resolution Plan 04.07.2024, along with addendum dated 18.06.2026 submitted by Consortium of Rare Asset Reconstruction Limited and Pacifica (India) Projects Private Limited is hereby approved, and I.A. (Plan) No. 12 of 2025 is allowed to the extent above and is disposed of.

Sd/- Sd/- Vinay Goel Charanjeet Singh Gulati Member (Judicial) Member (Technical) Saumya, LRA