407

IN THE NATIONAL COMPANY LAW TRIBUNAL

DIVISION BENCH (COURT– I) CHENNAI

ATTENDANCE CUM ORDER SHEET OF THE HEARING

HELD ON 27.11.2025 THROUGH VIDEO CONFERENCE

---------------------------------------------------------------------------------------------------------------------------------

CORAM: HON’BLE SHRI. SANJIV JAIN, MEMBER (JUDICIAL)

HON’BLE SHRI. VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

---------------------------------------------------------------------------------------------------------------------------------

APPLICATION NUMBER : CA(CAA)/67/CHE/2025

PETITION NUMBER :

NAME OF THE PETITIONER(S) : ELB Learning India Pvt Ltd

NAME OF THE RESPONDENTS :

UNDER SECTION : 230-232 of CA, 2013

---------------------------------------------------------------------------------------------------------------------------------

ORDER IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - I, CHENNAI Under Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013 In the matter of Scheme of Amalgamation between ELB LEARNING INDIA PRIVATE LIMITED Having its registered office at:

CA(CAA)/67/CHE/2025

Present: Mr. Ashwin Raman, Ld. Counsel for the Petitioner.

Vide separate order pronounced in the open Court, the Application is allowed.

Meetings are dispensed with.

-sd- -sd-

(VENKATARAMAN SUBRAMANIAM) (SANJIV JAIN)

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

MS

Date: 27.11.2025

RR Tower IV, Third Floor, Super A 16, 17 T.V. Industrial Estate, Guindy, Chennai- 600 032, Tamil Nadu … Applicant / Transferee Company Order Pronounced on 27th November, 2025 CORAM SANJIV JAIN, MEMBER (JUDICIAL)

VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

For Applicant(s): Mr. Pawan Jhabak, Advocate ORDER

1. This is a Company Application Viz., CA(CAA)/67(CHE)/2025 filed by the Applicant Company, namely ELB Learning India Private Limited (for brevity “Transferee Company”) and its Shareholders under section 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”) proposed by the Applicant Company herein with its Shareholders. The Scheme is appended as “Annexure A9” at Page No.120-133 of the Application Typeset.

2. The Applicant Company in this Company Application has sought for the following reliefs;

3. The RATIONALE OF THE SCHEME is as under:

a. Rationalizing the foreign subsidiary companies in the group to ensure optimized legal entity structure more aligned with the business by reducing the number of legal entities and reorganizing the legal entities in the group structure so as to obtain significant cost savings and/or simplification benefits;

b. Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Company and the Transferee Company;

c. Elimination of administrative functions and multiple record-keeping, thus resulting in reduced expenditure; and d. The amalgamation pursuant to this Scheme will create a focused platform for future growth of the Transferee Company.

e. This Scheme is presented under Sections 230 and Section 232 read with Section 234 and other applicable provisions of the Act and Applicable Laws in the United States of America, for amalgamation of the Transferor Company with the Transferee Company.

f. Accordingly, this Scheme provides for the amalgamation of the Transferor Company with the Transferee Company.

4. It is stated that the Transferee Company viz., ELB Learning India Private Limited is a Private Limited Company, incorporated under the provisions of the Companies Act, 2013 in the State of Tamil Nadu and the CIN is U74990TN2008PTC069889. The Applicant Company was originally incorporated on the 19th day of November, 2008 as a Private Limited company under the name and style of "Origin Learning Solutions Private Limited" as per the certificate of registration issued