A Scheme of Amalgamation under the Companies Act ensures seamless transition of liabilities and operational efficiencies between companies while safeguarding stakeholder interests.

ORDER

PER: MANNI SANKARIAH SHANMUGA SUNDARAM, MEMBER (JUDICIAL)

1. This is a second motion petition jointly filed by the petitioner companies herein namely M/s Alpine of Asia Pacific India Private Limited (hereinafter referred as Transferor Company/Petitioner Company No. 1), with M/s Alps Electric (India) Private Limited (hereinafter referred 1 CP (CAA) NO. 24(ND)/2025 as Transferee Company/Petitioner Company No. 2) under sections 230- 232 of Companies Act, 2013 , and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”).

2. The Petitioner Company No. 1 i.e., M/s Alpine of Asia Pacific India Private Limited was incorporated on 22nd January, 2009, under the provisions of the Companies Act, 1956 bearing CIN: U51909DL2009PTC186916, having its registered office at 36, 2^nd Floor, Pocket-l, Jasola, New Delhi-110025. The Authorized Share Capital of the Transferor Company/ Petitioner Company No. 1 is Rs. 19,30,00,000/- divided into 1,93,00,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company is Rs. 19,30,00,000/- divided into 1,93,00,000 equity shares of Rs. 10/- each.

3. The Petitioner Company No. 2 i.e., M/s Alps Electric (India) Private Limited was incorporated on 30^th August, 2011, under the provisions of the Companies Act, 1956 bearing CIN: U31900DL2011FTC224351, having its registered office at Level 15, Eros Corporate Towers, Nehru Place, New Delhi-110019. The Authorized Share Capital of the Transferee Company/ Petitioner Company No. 2 is Rs. 17,00,00,000 divided into 17,000 Equity Shares of Rs. 10,000/- each. The Issued, Subscribed and Paid-up share capital of Transferee Company is Rs.16,99,90,000 divided into 16,999 Equity Shares of Rs. 10,000 each.

4. The Petitioner Companies submit that the proposed scheme of Amalgamation of the Transferor Company with the Transferee Company would have the following benefits:

i. The proposed Amalgamation will result in the financial resources of the Companies being efficiently pooled, leading to centralized and efficient management of the funds, greater economies of scale and a bigger and stronger resource base for undertaking the business in India.

ii. The proposed Amalgamation would help in achieving a simplified organizational and corporate structure within the Alps Alpine Group and streamline business operations and decision-making processes.

iii. The proposed Amalgamation will result in administrative and operational rationalization, organizational efficiencies, consolidation and improvement in internal systems, procedures and control, reduction in overhead costs, and other expenses and optimal utilization of various resources. Additionally, the arrangement will help in better utilization of human resources.

iv. The proposed Amalgamation will result in simplicity in working, reduction in various compliances and statutory filings with various government departments and the re late d costs, which presently have to be duplicated in the Companies.

v. The Companies will be able to share best practices and cross -functional learnings and utilize each other's facilities in a more efficient manner.

vi. The proposed Amalgamation is commercially and economically viable, feasible, fair and reasonable and would be in the interest of the Transferor Company and the Transferee Company, and their respective shareholders, creditors and other stakeholders and will not be prejudicial to the interests of any concerned shareholders or creditors or general public at large.

5. The appointed date as specified in the Scheme of Amalgamation is 1^st April, 2025 or such other date as may be approved by the