501 IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH–I, CHENNAI ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON 09.03.2026 THROUGH VIDEO CONFERENCING ---------------------------------------------------------------------------------------------------------------

CORAM: HON’BLE SHRI. SANJIV JAIN, MEMBER (JUDICIAL)

HON’BLE SHRI. VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL ----------------------------------------------------------------------------------------------------------------

IN THE MATTER OF : Serene Infrastructure Pvt. Ltd. and Anr.

MAIN PETITION NUMBER : CA(CAA)/57(CHE)/2024 (IA/MA) APPLICATION NUMBERS CP(CAA)/6(CHE)/2025, IA(CA)/110(CHE)/2025 ----------------------------------------------------------------------------------------------------------------

ORDER CP(CAA)/6(CHE)/2025 IA(CA)/110(CHE)/2025 Present: Shri. Jerin Asher Sojan, Ld. Counsel for the Petitioner/Applicant.

Ms. Pankhuri Yadav, Ld. Counsel for the Income Tax Department.

Vide separate order pronounced in the Open Court, scheme is approved.

Petition and the IA are disposed of.

File be consigned to records.

Sd/- Sd/-

[VENKATARAMAN SUBRAMANIAM] [SANJIV JAIN]

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

VS

Date: 09.03.2026

IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - I, CHENNAI CP(CAA)/6(CHE)2025 in CA(CAA)/57/CHE/2024 Under Sections 230 to 232 of the Companies Act, 2013 In the matter of Scheme of Arrangement (Amalgamation)

Of SERENE INFRASTRUCTURE PRIVATE LIMITED (CIN: U72200TN2000PTC044576)

Registered Office at Plot No 12 & 13 Anna Salai, Palavakkam, Chennai, Tamil Nadu, India, 600041 Represented by Mr. Manoj Beeda, Director …Petitioner Company No. 1/ Transferor Company And BMR RETAIL PRIVATE LIMITED (CIN: U15100TN2007PTC062666)

Registered Office at Plot No 12 & 13 Anna Salai, Palavakkam, Chennai, Tamil Nadu, India, 600041 Represented by Mr. Masthan Rao Beeda, Director … Petitioner Company No. 2/ Transferee Company And Their Respective shareholders and creditors Along with IA(CA)/110/CHE/2025 in CP(CAA)/6(CHE)2025 Under Rule 11 of National Company Law Tribunal Rules, 2016 SERENE INFRASTRUCTURE PRIATE LIMITED (CIN: U72200TN2000PTC044576)

Registered Office at Plot No 12 & 13 Anna Salai, Palavakkam, Chennai, Tamil Nadu, India, 600041 Represented by Mr. Manoj Beeda, Director …Petitioner Company No. 1/ Transferor Company And BMR RETAIL PRIVATE LIMITED (CIN: U15100TN2007PTC062666)

Registered Office at Plot No 12 & 13 Anna Salai, Palavakkam, Chennai, Tamil Nadu, India, 600041 Represented by Mr. Masthan Rao Beeda, Director … Petitioner Company No. 2/ Transferee Company Order Pronounced on 9^th March, 2025.

CORAM SANJIV JAIN, MEMBER (JUDICIAL)

VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

For Petitioner: Jerin Asher Sojan, Advocate

O R D E R

(Heard through –Hybrid mode-)

1. Under consideration is a Joint Company Petition i.e., CP(CAA)/6(CHE)2025 in CA(CAA)/57/CHE/2024 filed by the Petitioners, namely SERENE INFRASTRUCTURE PRIVATE LIMITED (hereinafter “Transferor Company”) and BMR RETAIL PRIVATE LIMITED, with its Shareholders under Section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement (Amalgamation) (hereinafter referred to as the “SCHEME”) proposed by the Petitioners herein with its Shareholders. The said Scheme is appended as “Annexure – A1” at Page Nos. 29-71 of the Petition typeset. The final ‘Revised Scheme of Amalgamation with rectified Schedule’ was filed by the Petitioners by way of ‘Memo of Compliance’ vide S.R. No. 5233 dated 05.12.2025.

2. IA(CA)/110(CHE)/2025 in CP(CAA)/6(CHE)/2025

2.1. The Petitioners filed IA(CA)/110(CHE)/2025 in CP(CAA)/6(CHE)/2025 seeking the following reliefs:

a. That this Tribunal may be pleased to take on record the Revised Scheme of Amalgamation between Serene Infrastructure Private Limited (with BMR Retail Private Limited and their respective shareholders and creditors for the purposes of