IN THE NATIONAL COMPANY LAW TRIBUNAL

PRINCIPAL BENCH

C.P. (CAA) 79/ (PB)/2025

WITH

TP (Co. Act.)-15(PB)/2025 & Old No. CA(CAA)-22(BB)/2025

Under Section 230-232 and other applicable provisions of the Companies Act, 2013, r/w the Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016)

IN THE MATTER OF SCHEME OF AMALGAMATION:

M/s Flipkart Internet Private Limited

…Transferee Company/Petitioner

AND

M/s Flipkart Health Private Limited

…Transferor Company No. 1/Non-Petitioner

M/s Quickroutes International Private Limited

…Transferor Company No. 2/Non-Petitioner

M/s Flipkart Marketplace Private Limited

…Transferor Company No. 3/Non-Petitioner

M/s FK Myntra Holdings Private Limited

…Transferor Company No. 4/Non-Petitioner

M/s Flipkart Investments Private Limited

…Transferor Company No. 5/Non-Petitioner

M/s Klick2Shop Logistics Services International Private Limited

…Transferor Company No. 6/Non-Petitioner

M/s Flippay Private Limited

…Transferor Company No. 7/Non-Petitioner

M/s Flipkart Private Limited

…Transferor Company No. 8/Non-Petitioner

Order delivered on: 12.12.2025

CORAM:

JUSTICE RAMALINGAM SUDHAKAR HON’BLE PRESIDENT SHRI RAVINDRA CHATURVEDI HON’BLE MEMBER (TECHNICAL)

HEARING THROUGH PHYSICAL MODE & VC)

PRESENT:

For the Petitioner Mr. P. Nagesh, Sr. Adv., Mr. Saurabh Kalia, Mr.

Suhas P, Mr. Anirudh Das, Mr. Aditya Kumar Singh, :

Advs For the RD : Mr. Chaitanya, Assistant Director, O/o RD (NR) for the RD Hyderabad and Ms. Kusum Yadav, DD, RD (SER).

ORDER

1. The present Petition is filed by the petitioner company herein, M/s Flipkart Internet Private Limited (Transferee Company), under Section 230-232 of the Companies Act, 2013, read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for the Sanction of the proposed Scheme of Amalgamation between the Transferor Companies and the Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred to as the “Scheme”) has been placed on record as Annexure 1 with the present petition at pages 99 to 137. The prayer contained in the petition reads as follows: -

i. Admit the present Company Petition with respect to the Composite Scheme of Arrangement amongst Flipkart Health Private Limited ("Non-Petitioner/Transferor Company 1"), Quickroutes International Private Limited ("Non-Petitioner/ Transferor Company 2"), Flipkart Marketplace Private Limited ("Non- Petitioner/Transferor Company 3"), FK Myntra Holdings Private Limited ("Non-Petitioner/Transferor Company 4"), Flipkart Investments Private Limited ("Non-Petitioner/Transferor Company 5"), KLICK2SHOP Logistics Services International Private Limited ("Non-Petitioner/Transferor Company 6"), "Flippay Private Limited ("Non-Petitioner/ Transferor Company 7"), Flipkart Private Limited ("Non-Petitioner/Transferor Company 8") and Flipkart Internet Private Limited ("Petitioner/ Transferee Company") and their respective Shareholders and Creditors ("Scheme") (ANNEXURE "1" to the Company Petition) along with consequential directions as deemed fit and appropriate;

ii. Direct service of Notice of this Petition on the Registrar of Companies, E Wing, 2nd Floor, Kendriya Sadan, Koramangala, Bengaluru -

560034, Karnataka.

iii. Direct service of Notice of this Petition on the Regional Director, 3rd Floor, Corporate Bhavan, Bandlaguda, Nagole, Tattiannaram Village, Hayat Nagar Mandal, Ranga Reddy District, Hyderabad - 500068, Telangana..

iv. Direct service of Notice of this Petition on the Principal Chief Commissioner of Income Tax, Bengaluru (for the states of Karnataka and Goa), C.R. Building No.1, Queen's Road, Bangaluru - 560001;

v. Direct service of Notice of this Petition on the Office of the Deputy Commissioner of Income-Tax, Circle 3(1)(1), 2nd Floor, B.M.T.C. Building, 80 Feet Road, 6th Block, Koramangala, Bengaluru - 560

095;

vi. Direct service of Notice of this Petition on the Insurance Regulatory Development Authority of India, Sy No. 115/1, Financial District, Nanakramguda, Gachibowli, Hyderabad-500032;

vii. Direct service