Court permits demerger under Companies Act provisions, ensuring stakeholder participation and compliance.

ORDER

1. This is a joint First Motion Application filed by Applicant Companies namely; G S Pharmbutor Private Limited (hereinafter referred to as ‘Applicant Company No. 1/Demerged Company’) and Modilac Private Limited (hereinafter referred to as ‘Applicant Company No. 2/Resulting Company’) under Sections 230 & 232 and other relevant provisions of the Companies Act, 2013 , Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, in connection with the proposed Scheme of Arrangement between the Applicant Companies. The said Scheme is attached as Annexure A-4 of the Application.

2. The Applicant Companies have prayed for the following reliefs:

i. dispensing with the requirement of convening meetings of Equity Shareholders and Unsecured Creditors of the Resulting Company. The Applicant Resulting Company does not have any Secured Creditor.

ii. convening of separate meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Demerged Company.

3. It is submitted that the registered office of both the Applicant Companies is situated in the State of Uttarakhand and hence the Applicant Companies are under the territorial jurisdiction of this Bench.

4. The Applicant Company No. 1/ Demerged Company is primarily engaged in manufacturing and trading of pharmaceutical, nutraceutical, cosmetics and personal care products, other related and ancillary activities.

5. The Applicant Company No. 2/ Resulting Company is a newly incorporated company and is set up with the objects of engaging in, inter-alia, manufacturing, formulation and trading of all kinds of nutritional products, food supplements, dietary supplements, other related and ancillary activities.

6. The proposed Scheme of Arrangement provides for:

i. Demerger of ‘Nutraceutical Business’ (the Demerged Undertaking) of G S Pharmabutor Private Limited (the Demerged Company) into Modilac Private Limited (the Resulting Company), on a going concern basis; and

ii. Various other matters incidental, consequential or otherwise integrally connected with the aforesaid Demerger.

7. The rationale for the proposed Scheme of Arrangement of G S Pharmbutor Private Limited and Modilac Private Limited; and benefits of the proposed Arrangement, as perceived by the Board of Directors of these Companies, to the Shareholders and other stakeholders are:

i. The distinctive manufacturing facility and established business model of the Nutraceutical Business makes it suitable to be housed in a separate entity, allowing sharper strategic focus in pursuit of its independent value creation trajectory;

ii. Demerger would enable the management to attract relevant set of investors, strategic partners, lenders and other stakeholders (including aligning with the requirements of the existing investments and its related terms);

iii. Result in better and efficient control and management for the segregated businesses, operational rationalization, organization efficiency and optimum utilization of various resources; and iv. The Scheme could lead to the right operating architecture for both companies with sharper focus on their individual business strategies and clear capital allocation, in alignment with their respective value creation journeys.

8. It is submitted that the Scheme would be in the interest of the Demerged Company as well as the Resulting 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.

9. It is stated that the Board of Directors of the Demerged Company and the Resulting Company in their respective meetings held on 30^th September 2025 considered and unanimously approved the proposed Scheme of Arr