IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

[Through Physical hearing/VC Mode (Hybrid)]

ITEM No.19

C.P. (CAA) No.05/BB/2025

IN THE MATTER OF:

M/s. Spangle Energy Pvt. Ltd. … Petitioner

Petition under Section 230-232 of the Companies Act, 2013

Order delivered on: 24.09.2025

CORAM:

SHRI SUNIL KUMAR AGGARWAL

HON’BLE MEMBER (JUDICIAL)

SHRI RADHAKRISHNA SREEPADA

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Petitioner : Shri Pawan Jhabakh

ORDER

1. Heard the Ld. Counsel appearing for the Petitioner.

2. C.P. (CAA) No.05/BB/2025 is allowed and disposed of vide separate

Order. File be consigned to record room.

-Sd- -Sd-

RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Shruthi

IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH (Through Physical Hearing/VC Mode (Hybrid)

C.P. (CAA) No. 5/BB/2025 (Second Motion)

U/s. 230 to 232 of the Companies Act, 2013 read with Companies (CAA) Rules, 2016 IN THE MATTER OF:

SPANGLE ENERGY PRIVATE LIMITED Portion A, 3^rd Floor, Achaiah Chetty Arcade, No. 19, Achaiah Chetty Layout, Mekhri Circle RMC Ex, Bangalore, Sadashivnagar – 560080 Represented by its Authorised Representative, Patrick Vijay Kumar Francis Arun Kumar, Director ...Petitioner Company Order delivered on: 24.09.2025 CORAM: 1. Hon’ble Shri. Sunil Kumar Aggarwal, Member (Judicial)

2. Hon’ble Shri. Radhakrishna Sreepada, Member (Technical)

Present:

For the Petitioner : Shri Pawan Jhabakh For ROC : Shri Vinayaka For IT Dept : Shri Ganesh R Ghale O R D E R

1. This is a second motion Petition filed by Spangle Energy Private Limited (hereinafter referred to as the “Petitioner Company”) on 03.01.2025 under Sections 230 to 232 of the Companies Act, 2013, (hereinafter referred to as ‘the said Act’) and other applicable provisions of the said Act read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, for sanction of Scheme of Arrangement between Spangle Energy Private Limited and its Equity Shareholders and optionally Convertible Redeemable Preference Shareholders. The Scheme of Arrangement is placed on record at Annexure –

A5 to the Petition.

2. The Petitioner had filed First Motion Application under Sections 230 to 232 of the said Act, 2013 bearing C.A. (CAA) No. 32/BB/2024 wherein vide order dated 05.12.2024 the meetings of the Equity Shareholders, Preference Shareholders, Secured & Unsecured Creditors of the Petitioner Company were dispensed with.

3. On 04.02.2025 following directions were issued in the matter: -

“…4. The Petition be listed for hearing on 19.03.2025. At least 10 days before the date fixed for final hearing, the Petitioner Company shall publish the notice of final hearing of the Company Petition in two local newspapers viz. “The Indian Express” in English Edition and translation thereof in ‘Kannada Prabha’ in Kannada Edition, as per Rule 16 of the Companies (CAA) Rules, 2016.

5. Notice be also served upon the Objector(s) or their representative as contemplated under sub-section (4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the Petition and the annexures filed therewith at least 15 days before the date fixed for hearing. It is to be specified in the notices that the objections, if any, to the Scheme may be filed within thirty days from the date of the receipt of the notice, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the objector(s).

6. In addition to the above public notice, each of the Petitioner Company shall serve the notice of the Petition on the following Authorities namely, (a) Regional Director (South East Region), Hyderabad; (b) Registrar of Companies, Karnataka, Bengaluru; (c) Jurisdictional Income Tax Authorities by disclosing the PAN numbers of the Applicant Companies; (d) Designated Nodal Officer – Principal Chief Commissioner of Income Tax, Karnataka & Goa; copy of this Petition by speed post immediately and to such other Sectoral Re