The Tribunal sanctioned the amalgamation scheme under the Companies Act, emphasizing statutory compliance and absence of objections from shareholders and regulatory authorities.

ORDER

(Hearing Conducted though Hybrid Mode)

1. This Joint Company Petition has been filed by VIVRITI CAPITAL LIMITED (hereinafter referred as 1^st Petitioner Company) and HARI AND COMPANY INVESTMENTS MADRAS PRIVATE LIMITED (hereinafter referred as 2^nd Petitioner Company) AND VIVRITI NEXT LIMITED (hereinafter referred as 3rd Petitioner Company), VIVRITI ASSET MANAGEMENT PRIVATE LIMITED (hereinafter referred as 4th Petitioner Company) and VIVRITI FUNDS PRIVATE LIMITED under section 230-232 of the Companies Act, 2013 , and other applicable provisions of the read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity ‘the Rules’) for approval of the Scheme of Amalgamation (hereinafter referred to as the ‘SCHEME’) proposed between the Petitioners Company.

2. Affidavit have been filed in support of the petitions sworn in by Mr. Vineet Sukumar for all the Petitioner Companies in the capacity of Authorised Representative which is authorised vide Board Resolution dated 27.06.2024.

3. 1ST MOTION APPLI CA TION The Petitioner Companies had filed First Motion Application vide ( A) / 12(CHE) / 2025 and sought directions for Dispensation/ Convening the meeting of its Members/ Shareholders and Creditors regarding approval of the proposed Scheme. Based on the submissions, this Tribunal vide Order dated 05.03.2025 ordered for dispensation of the meetings of Equity Shareholders/Members, Secured & Unsecured Creditors of the Petitioner Companies.

4. SCHEME SUMMARY The Scheme provides for the Amalgamation of VIVRITI CAPITAL LIMITED With HARI AND COMPANY INVESTMENTS MADRAS PRIVATE LIMITED AND VIVRITI NEXT LIMITED, VIVRITI ASSET MANAGEMENT PRIVATE LIMITED With VIVRITI FUNDS PRIVATE LIMITED, their respective Shareholders and Creditors. Both the Petitioner Companies come under the jurisdiction of this Tribunal.

5. RATIONALE OF THE SCHEME

The rationale and benefits of the Scheme are briefed in Clause C of the Scheme as follows, “The Scheme would, inter alia, have the following benefits:

(a) the separation of online platform business and lending/asset management business of the Vivriti group;

(b) the separation would ensure that the NBFC (as defined hereinafter) and asset management businesses are housed in separate legal entities within the Vivriti group each of which would be completely regulated by the respective regulations without any conflicts/restrictions resulting from the two sets of regulations;

(c) the balance sheet of the NBFC Business (as defined hereinafter) will not be subject to/affected by the AMC Business (as defined hereinafter) (including its debt) which would reduce the risk on the balance sheet of the NBFC Business;

(d) this Scheme will unlock value and provide investors flexibility and direct access over the various businesses within the Vivriti group;

(e) this Scheme will provide strategic and financial flexibility for overseas expansion; and (f) this Scheme will enable the Vivriti group to attract business specific investors and strategic partners and to provide better flexibility in accessing capital, focused strategy and specialisation for sustained growth, thereby enabling de-leveraging of the respective businesses in the longer-term.”

It is stated that the Board of Directors of both the Petitioner Companies have proposed the Scheme of Amalgamation. This Scheme provides for various other matters consequential or otherwise integrally connected herewith.

6. In the second motion Petition filed by the Petitioner Companies, this Tribunal vide order dated 28.05.2025 directed the Petitioner Companies to issue notice to the Statutory / Regulatory Authorities concerned as well as directed to issue paper publication.

7. In comp