NATIONAL COMPANY LAW TRIBUNAL INDORE BENCH COURT NO. 1 ITEM No.201 CP(CAA)/7(MP)2025 in CA(CAA)/4(MP)2025 Order under Section Sec 60 & 62 IN THE MATTER OF:

Agrawal Family Food India LLP & Anr ........Applicant Coram:

Hon’ble Shri Brajendra Mani Tripathi, Member (J)

Hon’ble Shri Man Mohan Gupta Member (T)

PRONOUNCEMENT OF ORDER Delivered on 07/05/2026 The case is fixed for pronouncement of the order.

The order is pronounced in open Court vide separate sheet. Sd/- Sd/-

MAN MOHAN GUPTA BRAJENDRA MANI TRIPATHI MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Tomar IN THE NATIONAL COMPANY LAW TRIBUNAL INDORE BENCH, COURT-1, INDORE CP(CAA)/7(MP)2025 in CA(CAA)/4(MP)2025 [Company Petition under Sections 60 & 62 of the Limited Liability Partnership Act, 2008 read with Rule 35 of the Limited Liability Partnership Rules, 2009].

In the matter of Scheme of Amalgamation Memo of Parties AGRAWAL FAMILY FOOD INDIA LLP

404, Almas Solitaire 576, M.G. Road, lndore-452001 (M.P.) ….. Petitioner No.1/

Transferor LLP And AGRAWAL SNACKS FOOD INDIA LLP

394/1/2 Village Limbodagari Tehsil ….. Petitioner No.2/

Hatod, lndore-453111 (M.P.) Transferee LLP Coram: Brajendra Mani Tripathi, Hon’ble Member (J)

Man Mohan Gupta, Hon’ble Member (T)

A P P E A R A N C E:

For the Appellant : Mr. Vijayesh Atre, Adv. a.w.

Ms. Deepali Garhewal, Adv. A.w.

Ms. Aarya Chhangani, Adv. & Ms. Himmat Singh Yadav, Adv

O R D E R

Delivered on 07.05.2026

1. This is a second motion petition for amalgamation jointly filed by AGRAWAL FAMILY FOOD INDIA LLP (hereinafter referred to as 'Petitioner No.1/Transferor LLP') & AGRAWAL SNACKS FOOD INDIA LLP (hereinafter referred to as 'Petitioner No.2/Transferee LLP') under Sections 60 and 62 of the Limited Liability Partnership Act, 2008 read with Rule 35 of the Limited Liability Partnership Rules, 2009, seeking sanction of the Scheme of Amalgamation (hereinafter referred to as the 'Scheme') of Agrawal Family Food India LLP with Agrawal Snacks Food India LLP and their respective Partners and Creditors.

2. The Rationale of the proposed Scheme are stated to be as under:

 The transferor and the transferee LLPs are under the control and management of same group of close relatives. In order to reduce the cost of managing two separate business entities and to make the management of the business operations of two LLPs more effective, it is proposed to amalgamate the transferor LLP into the transferee LLP.

 The transferor and the transferee LLP are profit making going concerns and do not propose to compromise with any of their partners and/or creditors.

 The amalgamation of the transferor LLP into the transferee LLP shall not only reduce the cost of operations but shall also bring the following benefits:

(a) the amalgamation would enable the management to bring the entire business of the two LLPs under one umbrella;

(b) consolidation of the business would lead to a more efficient utilization of capital and create a stronger financial base for future growth of the amalgamated entity;

(c) greater efficiency in cash management of the amalgamated entity and unfettered access to cash-flow generated by the combined business which can be deployed more efficiently to fund growth opportunities;

(d) benefit of operational synergies to the combined entity and greater leverage in operations planning and process optimization;

(e) cost savings are expected to flow from more focused operational efforts, rationalization and standardization of administrative expenses, thereby making the amalgamated LLP a more profitable entity;

(f) pursuant to the provisions of the Income Tax Act, 1961, the amalgamation would enable undertaking of an exercise to optimize the tax incidence on participating entities.

3. The Petitioner LLPs filed a joint application bearing (MP) CA (CAA)

No. 4 of 2025 ('First Motion Application') before this Tribunal seeking to dispense with the meetings of the Designated Partners, Secured Creditors, and Unsecured Creditors of both the Petitioner LLPs. Based on such application, the Hon'ble Trib