IN THE NATIONAL COMPANY LAW TRIBUNAL

DIVISION BENCH (COURT- II)

KOLKATA

C.A (CAA) NO. 200/KB/2025

An Application under Section 230 to 232 of the Companies Act, 2013

read with Companies (Compromises, Arrangements and Amalgamations)

Rules 2016 and other applicable provisions of law;

In the matter of:

A Scheme of Arrangement of (First Motion):

1) HINDWARE HOME INNOVATION LIMITED, a company within the meaning

of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the

aforesaid jurisdiction.

…THE FIRST APPLICANT COMPANY /TRANSFEROR COMPANY

AND

2) HHIL LIMITED, a company within the meaning of Companies Act,

2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.

… THE SECOND APPLICANT COMPANY/ TRANSFEREE COMPANY NO.1

AND

3) HINDWARE LIMITED, a company within the meaning of Companies

Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid

jurisdiction.

… THE THIRD APPLICANT COMPANY/ TRANSFEREE COMPANY NO.2

AND

In the matter of:

1) HINDWARE HOME INNOVATION LIMITED

2) HHIL LIMITED

3) HINDWARE LIMITED …Applicant Companies Date of Pronouncement: 03.12.2025 Coram:

Shri Labh Singh : Member (Judicial)

Ms. Rekha Kantilal Shah : Member (Technical)

Appearances (via Hybrid Mode): 1. Ms. Manju Bhuteria, Sr. Adv

2. Ms. Tanvi Luhariwala, Adv

3. Mr. Pradeep Kumar Jewrajka, Adv

4. Ms. Pooja Jewrajka, Adv

ORDER

Per:__ Rekha Kantilal Shah, Member (Technical)

1. The instant application has been filed in the first stage of the proceedings under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) for orders and directions with regard to convening of and/or dispensation of meeting of Equity Shareholders and secured and unsecured creditors of the Applicants, in connection with the Scheme of Arrangement between 1) HINDWARE HOME INNOVATION LIMITED being the “Demerged Company/Transferor Company”, 2) HHIL LIMITED being the “Transferee Company No. 1/Applicant no. 2”, 3)HINDWARE LIMITED, being the “Transferee Company No.

2/Applicant no. 3”, whereby and whereunder the consumer product business of the demerged company is being proposed to be demerged and transferred into the Transferee Company No. 1 and the remaining business/undertaking of the demerged company is being proposed to be demerged and transferred into the Transferee Company No. 2, from the Appointed date viz 1^st April, 2025 in the manner and on the terms and conditions stated in the said Scheme of Arrangement (“Scheme”). The copy of the said Scheme is annexed to the Company Application being-

Annexure -A in Volume I at Page No. 37-80.

2. The Board of Directors of the Applicant Companies at their Board Meetings, held on 27^th March, 2025 respectively, approved and resolved to carry out the said Scheme of Arrangement. The copies of the resolution passed by the applicant companies are annexed with the Company Application being Annexure- ‘E’ in Volume II at Page No. 219-224; Annexure- ‘M’ in Volume III at Page No. 382-386; Annexure- ‘T’ in Volume IV at Page No. 552-

556

3. The Applicants have the following classes of shareholders and creditors:

4. Ld. Counsel appearing for the Applicants submit that shares of the Applicant no. 1 /demerged company is listed on the National Stock Exchange of India Limited and BSE Limited. The National Stock Exchange of India Limited has vide its letter dated 29th August, 2025 granted its no objection to the filing of the Scheme being Annexure- ‘AA’ in Volume VI at Page No. 832-836. The BSE Limited has vide its letter dated 28th August, 2025 granted its no objection to the filing of the Scheme being Annexure- ‘BB’ in Volume VI at Page No. 837-840.

5. Ld. Counsel appearing for the Applicants submit that the shares of the Applicant no. 2 and 3 companies are not listed in any stock exchange.

6. Ld. Counsel appearing for the Applicants submit that the Valuation Report recommending the share exchange r