NATIONAL COMPANY LAW TRIBUNAL

COURT-V, MUMBAI BENCH

4. C.A.(CAA)/163(MB)2025

IN THE MATTER OF

SP Lifestyle Brands Private Limited U/s 230 of the Companies Act, 2013

Order Delivered on 11.12.2025

CORAM:

SH. MOHAN PRASAD TIWARI SH. CHARANJEET SINGH GULATI

MEMBER (J) MEMBER (T)

Appearance through VC/Physical/Hybrid Mode:

For the Petitioner:

For the Respondent:

_____________________________________________________________________

ORDER

C.A.(CAA)/163(MB)2025: The above CA is listed for pronouncement of the order.

The same is pronounced in open court, vide a separate order.

Sd/- Sd/-

CHARANJEET SINGH GULATI MOHAN PRASAD TIWARI

Member (Technical) Member (Judicial)

//Zakir//

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH, COURT-V Under section 230-232 of the Company Act, 2013 In the matter of M/s. SP Lifestyle Brands Private Limited CIN: U52399PN2012PTC143444 … Applicant No. 1 (Transferor Company)

AND M/s. Fashionking Brands Private Limited CIN: U29309PN1995PTC084413 … Applicant No. 2 (Transferee Company)

Order delivered on: 11.12.2025 Coram:

Hon’ble Mohan Prasad Tiwari, Member (J)

Hon’ble Charanjeet Singh Gulati, Member (T)

Appearance (through physical meeting)

For the Applicant Companies: - Adv. Avinash R. Khanolkar a/w Adv. Surekha Yadav and Adv Khushbu Bhanushali ORDER

1. The sanction of this Tribunal is sought under Section 230 (1) (b) r.w. S. 232 of the Companies Act, 2013 to the Scheme of Amalgamation between M/s. SP Lifestyle Brands Private Limited having CIN U52399PN2012PTC14344 (hereinafter referred as the Transferor Company) and M/s. Fashionking Brands Private Limited CIN: U29309PN1995PTC084413 (hereinafter referred as the Transferee Company) and with their respective Shareholders (hereinafter referred as the Scheme).

2. The respective Board of Directors of the Applicant Companies passed a Resolution on 1^st March, 2025, respectively, and approved the proposed Scheme.

3. The proposed appointed date of the Scheme is 1^st January, 2025

4. The Transferor Company has been incorporated under provisions of the Companies Act, 1956 and having the Registered office at 501, Ganeshree, Lane No.14, Income Tax Lane, Prabhat Road, Pune, Maharashtra – 411 004. The Transferor Company is inter-alia engaged in business of manufacturing, marketing, sales and / or distribution of fashion apparel and accessories through offline and/ or online channels including wholesale, retail and e-

commerce.

5. The Transferee Company has been incorporated under provisions of the Companies Act, 1956 and having the Registered office at 501, Ganeshree, Lane No.14, Income Tax Lane, Prabhat Road, Pune, Maharashtra – 411 004. 17. The Transferee Company is inter-alia engaged in the business of manufacturing, marketing, sales and/ or distribution of fashion apparel and accessories through offline and/ or online channels including wholesale, retail and e-commerce.

RATIONALE: -

6. This Scheme inter-alia provides to transfer the entire business undertaking of the Transferor Company, along-with Assets & Liabilities thereto, to the Transferee Company.

7. The respective Board of Directors of the Applicant Companies anticipate the following benefits pursuant to the Scheme:

(a) Strengthening of organizational capabilities around operational and financial areas, driving scale benefits through leveraging resources;

(b) Enabling coverage of complementary markets and consumer segments in line with focused strategy of building a comprehensive apparel portfolio; entering newer markets and driving penetration;

(c) Creating revenue synergies through sharing of consumer understanding, market insights, channel models to ensure faster go to market and achieve faster growth with fewer resources;

(d) Driving synergy benefits around back-end such as procurement, logistics, supply chain, technology operations and shared services; driving optimal utilization of resources and building centre of excellence for a larger company;

(e) Enhancing organizational capabilities arising from pooling of talent and human capital with diverse ski