In the matter of

Sections 230 to 232 of the Companies Act, 2013

and

In the matter of

Scheme of Arrangement between

SRV Polytex Private Limited … Demerged Company/ [CIN: U45100MH1997PTC106705] Petitioner Company-1

and

Skyvee Industries Private Limited … Resulting Company/

[CIN: U13999MH2023PTC401465] Petitioner Company-2

Pronounced: 09.12.2025

CORAM:

SHRI ANIL RAJ CHELLAN SHRI K. R. SAJI KUMAR

HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

Appearances : Hybrid

For the Applicants : Adv. Hemant Sethi a/w Adv. Tanaya Sethi

i/b Hemant Sethi

For the Regional Director : Mr. Tushar Wagh, Authorised

Representative of the Regional Director-

WR, MCA. O R D E R

1. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies

Act, 2013 to the Scheme of Arrangement between SRV Polytex Private Limited (Demerged Company) and Skyvee Industries Private Limited (Resulting Company)

and their respective shareholders (Scheme).

2. Heard the Ld. Counsel for the Applicant Companies and the Representative of the

Regional Director (WR), Ministry of Corporate Affairs, Mumbai. Neither any objector has come before this Tribunal to oppose the Scheme nor has any party controverted

any averments made in the Application.

_____________________________________________________________________________________________ 3. The Ld. Counsel for the Applicant Companies submits that the proposed Scheme of Arrangement was approved unanimously by the Board of Directors of the respective Applicant Companies vide board resolutions dated 05.02.2025.

4. The Ld. Counsel for the Applicant Companies submits that the Demerged Company is primarily engaged in the business manufacturing of polyester texturized yarn as well as renting immovable property and machinery, and the Resulting Company is a newly incorporated company and currently has no business operations.

5. Rationale The Applicants state that the rationale for the Scheme of Arrangement is as follows: (a) The Scheme would lead to potential synergies and incremental operational efficiencies by combining with similar and related business's enabling creation of further value allowing focused growth strategy which would be in the best interest of all the stakeholders.

(b) The Scheme will further lead to unlocking value and accrue potential synergy benefits for the business arising inter alia on account of operational efficiencies;

(c) The proposed Scheme would lead to management focused strategy, enhancement of flexibility and specialization for sustained growth which would be in the interest of all the stakeholders and the person connected with the aforesaid companies; and (d) The proposed Scheme would help in enhancement of the value to the shareholders.

6. The Ld. Counsel submits that the joint Company Application has been filed in consonance with the order dated 07.07.2025, passed by this Tribunal in the connected Company Scheme Application bearing No. C.A.(CAA)/62/MB/2025.

7. The meetings of the Equity Shareholders, Secured and Unsecured Creditors of the _____________________________________________________________________________________________

Applicant Companies were dispensed with vide order dated 07.07.2025 in C.A.(CAA)/62/MB/2025 of this Tribunal.

8. The Ld. Counsel for the Applicant Companies submits that the Applicant Companies have complied with all requirements as per directions of this Tribunal, and they have filed necessary Affidavits of compliance with this Tribunal. Moreover, the Applicant Companies undertake to comply with all statutory requirements, if any, as may be required under the Companies Act, 2013, and the Rules made thereunder.

9. Share Exchange Ratio:

The Ld. Counsel for the Applicant Companies submits that the consideration of the Scheme, as per the valuation, is that upon this Scheme becoming effective and upon vesting of the Demerged Undertaking of the Demerged Company into the Resulting Company, the Resulting Company shall, without any application, act or deed, issue and allot equity shares, credite