SCHEME OF ARRANGEMENT

(UNDER SECTIONS 230 TO 232 READ WITH SECTION 66 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

RULES THEREUNDER)

AMONGST

VULCAN EXPRESS PRIVATE LIMITED

AND

FUTURE SUPPLY CHAIN SOLUTIONS LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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PREAMBLE

A. This Scheme of Arrangement is presented under Sections 230 to 232 read with 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 for demerger of the Demerged Undertaking (defined hereinafter) of Vulcan Express Private limited into Future Supply Cha in Solutions limited. This Scheme also provides for reduction of share capital of Vulcan Express Private limited and various other matters consequential or otherwise integrally connected therewith.

DESCRIPTION OF COMPANIES

A. Vulcan Express Private limited (CIN: U63090DL2013PTC261203) is a private company limited by sha res, incorporated on 28th November, 2013 under the provisions of the Companies Act, 19S6, having its registered office at 61/1, Block 111, Kirti Nagar, WHS New Delhi, New Delhi -11001S ("VEPL" or the "Demerged Company"). VEPL is engaged in the business of providing warehousing and logistics services and also involved in design ing and deploying logistic management system and other activities of similar nature. VEPL is a wholly owned subsidiary of Future Supply Chain Solutions limited.

B. Future Supply Chain Solutions limited (ClN: L63030MH2006PLC160376) is a pub lic company limited by shares incorporated on 8th March, 2006 under the provisions of the Companies Act 1956 under the name "Future Logistic Solutions Limited", having its registered office at Knowledge House, Shyam Nagar, Jogeshwari - Vikhroli Link Road, Jogeshwari East, Mumbai -400060 ("FSC" or the "Resulting Company"). Thereafter, with effect from 23,d October, 2009, the name of the company was changed to its present name, i.e. "Future Supply Chain Solutions Limited". Equity shares of FSC are listed on the SSE Limited ("SSE") and National Stock Exchange of India Limited ("NSE"). FSC is India's largest organized third party logistics service operator, offering automated and IT enabled warehousing, distribution and other logistics solutions to a wide range of customers.

C. VEPL and FSC are collectively referred to as the "Companies".

RATIONALE

A. This Scheme of Arrangement is expected to enable better realisation of potential of the businesses and yield beneficial results and enhanced value creation for the Companies, their respective shareholders, creditors, lenders, consumers and employees. The rationale for the Scheme is set out below:

a) The proposed demerger will result in consolidation of logistics business of FSC and VEPL in a single entity;

b) It will faci litate in streamlin ing the operating structure, pave way for expansion and smooth conduct of FSC's current operations by adding similar lines of bUSiness;

c) It will help in achieving and sustaining competitiveness and development of internal core competencies of the Companies in the long term;

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d) Synergies arising f rom the proposed demerger are expected to bring in cost savings in marketing, selling and distribution expenses as well as give benefit of economies of scale to FSC.

B. Consequently, the respective Board of Directors (defined below) of VEPl and FSC have propounded this Scheme and have accordingly proposed the Demerger (defined below) of the Demerged Undertaking (defined below) through the Scheme.

Parts of the Scheme

This Scheme as defined hereunder is divided into the following parts:

0) Part I, prov;des for def;n;(;ons and ;nterpretat;ons;

(ii) Part II, provides for the capital structure of the Companies;

(iii) Part Ill, provides for the transfer and vesting of Demerged Undertaking (defined below) of Demerged Company to Resulting Company by way of Demerger, accounting treatment and matters incidenta l thereto;

(iv) Part IV, deals with the general terms and conditions applicable to this Scheme.

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PART I - DEFINITIONS AND INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 In the Scheme, unless repugnant to the meaning or context thereof, the following terms and expressions sha ll have the meanings given against them:

"Act" means the Companies Act, 2013 and the rules and regulations made thereunder, and includes any alterations, modifications, amendments made thereto from time to time and/or any re-enactment thereof for the time being in force;

"Applicable Law" means (a) all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notificat ions, guidelines or policies of any applicable country and/or jurisdiction, (b) administrative interp retation, writ, injunction, directions, directives, judgment, arbitral award , decree, orders or governmenta l approvals of, or agreements with, any governmenta l authority or recogn ized stock exchange, and (c) international t reaties, conventions and protocols, as may be in force from time to t ime;

"Appointed Date" means 1" October, 2016 or such other date as the National Company Law Tribunal may decide/ approve being the date with effect from which the Demerged Undertaking of Demerged Company shall stand transferred/ deemed to have been transferred, to the Resulting Company in terms of the Scheme;

"Appropriate Authority" means any applicable central, state or loca l Government, legislative body, regulatory or administrative authority, agency or commission or any court, tribunal, board, bureau, instrumentality, judicial or arbitral body, statutory body, or any other organization to the extent that the rules, regu lations and standards, requirements, procedures or orders of such authority, body or other organization have the force of law, including the Central Government, Registrar of Companies, relevant Indian stock exchanges, official liquidator or the Nat ional Company Law Tribunal as may be relevant in the context;

"Board of Directors" or "Board" in relation to the Companies, as the case may be, means the board of directors of such company, and shall include a committee duly consti tuted, empowered and authorised for the purposes of matters pertaining to the arrangement, Scheme and/or any other matter relating thereto;

"Demerged Company" means Vulcan Express Private limited, a private company limited by shares, incorporated on 28 th November, 2013 under the provisions of the Compan ies Act, 1956, having its registered office at 61/1, Block III, Kirt i Nagar, WH$ New Delhi, New Delhi -110OtS.

"Demerged Undertaking" means the Fulfillment Business and Last Mile Delivery Business of Demerged Company including all related assets, liab il ities, rights and powers, on a going concern basis, as on the Appointed Date, which shall be transferred and vested with the Resulting Company upon Demerger by the Demerged Company in terms of this Scheme. Without prejudice and limitation to the generality of the above, the Demerged Undertaking shall mean and include:

(a) All assets and liabilities (excluding assets and liabilities pertaining to Remaining Business of VEPl as defined hereinafter) pertaining to the Fulfillment Business and l ast Mile

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Delivery Business of VEPL including but not limited to intellectual property rights, inventories, stock-in-trade or stock-in-transit and merchandising including raw materials, supplies, finished goods, wrapping supply and packaging items, all earnest moneys and/or security deposits, cash and bank balances, advances, receivables, together with all present and future liabilities appertaining or relatable thereto;

(b) Without prejudice to the provisions of sub-clause (a) above, the Fulfillment Business and last Mile Delivery Business of VEPl shall include all the debts, liabilities, duties and obligations and also including, without limitat ion, all properties and assets in connection with or pertaining or relatable to Fulfillment Business and last Mile Delivery Business of VEPl such as goodwill, customer lists, customer connects, licenses, permits, quotas, registrations, agreements, contracts, arrangements, privileges or all other rights including tax deferrals and tax credits and other benefits, incentives, tenancy rights, if any, and all other rights, title, interest s, copyrights, patents, trademarks, trade names and other industrial or intellectual property rights of any nature whatsoever, consent, approvals or powers of every kind nature and description whatsoever in connection with or pertaining or relatable to the Fulfillment Business and Last Mile Delivery Business of VEPl and all deposits and or moneys paid or received by VEPl in connection with or pertaining or relatable to the Fulfillment Business and last Mile Delivery Business Undertaking and all statutory licences, permissions, approvals or consents to carry on the operations of the Fulfillment Business and last Mile Delivery Business of VEPl;

For the purpose of this Scheme, it is clarified that liabilities pertaining to the Fulfillment Business and last Mile Delivery Business Undertaking of VEPl include:

(;) The I;ab;l;t;es, wh ;ch ar;se out of the acbv;t;es or operat;ons of the 'ulf;llment Business and last Mile Delivery Business Undertaking of VEPl;

(ii) Specific loans and borrowings raised, incurred and/or utilized solely for the activities or operation of the Fulfillment Business and Last Mile Delivery Business Undertaking of VEPL; and

(iii) Liabilities other than those referred to in sub-clauses (a) and (b) above and not directly relatable to the Fulfillment Business and last Mile Delivery Business of VEPL, being the amounts of general or multipurpose borrowings of VEPL shall be allocated to the Fulfillment Business and last Mile Delivery Business Undertaking of VEP l in the same proport ion which the value of the assets transferred under this Clause bears to the total value of the assets of VEPl immediately before giving effect to this Scheme.

(c) All employees of VEPl employed in and/or relatable to the Fulfillment Business and last Mile Delivery Business Undertaking of VEPL as on the Effective Date;

(d) All deposits and balances with government, semi government, local and other authorities, and bodies, customers and other persons, earnest moneys and/or security deposits paid or received by VEPL directly or indirectly in connection with or relating to the Fulfillment Business and last Mile Delivery Business Undertaking of VEPl;

Ie) All necessary books, records, files, papers, product speCification, engineering and process information, records of standard operating procedures, computer programmes along with their licenses, drawings, manuals, data, catalogues, quotations, sa les and advertising materials, lists of present and former customers and suppliers, customer credit

Page 5 ofZ7

information, customer pricing information, and other records whether in physical or electronic form in connection with or relating to the Fulfillment Business and last Mile Delivery Business Undertaking of VEPl.

Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Fulfillment Business and last Mile Delivery Business Undertaking of VEPL or whether it arises out of the activities or operations of the Fulfillment Business and last Mile Delivery Business Undertaking of VEPL shall be decided by mutual agreement between the Board of Directors of FSC and VEPl.

"Demerger" means transfer and vesting of Demerged Undertaking on a going concern basis from the Demerged Company to the Resulting Company in terms of Section 2(19AA) of the Income Tax Act, 1961, as provided in Part III of the Scheme;

"Effective Date" means such date as the Demerged Company and Resulting Company mutually agree being the last of the dates on which all the conditions and matters referred to in Clause 19 of the Scheme occur or have been fulfilled or waived in accordance with this Scheme. References in this Scheme to date of 'upon this Scheme becoming effective' or 'upon this Scheme coming into effect' shall mean the Effective Date;

"Income Tax Act" means the Income Tax Act, 1961, including any amendments made therein or statutory modifications or re-enactments thereof for the time being in force;

"National Company law Tribunal" means the concerned National Company Law Tribunal, having jurisdiction over the Demeregd Company and the Resulting Company, as constituted by the Central Government under Section 408 of the Act;

"Registrar of Companies" means the Registrar of Companies, at Maharashtra and/or at Delhi, as re levant in the context;

"Remaining Business" means all the divisions, business and operations of the Demerged Company other than the Demerged Undertaking;

"Resulting Company" means Future Supply Chain Solutions Limited, a public company limited by shares incorporated on 8th March, 2006 under the provisions of the Companies Act, 19S6, having its registered office at Knowledge House, Shyam Nagar, Jogeshwari - Vikhroli Link Road, Jogeshwari East, Mumbai - 400060; and

"Scheme" , lithe Scheme", "this Scheme" means this Scheme of Arrangement, pursuant to Sections 230 to 232 read with section 66 and all other applicable provisions of the Act in its present form, with such modifications and amendments as may be made from time to time, submitted to the National Company Law Tribunal or any other Appropriate Authority, as may be relevant, with any modification(s) thereto as the National Company Law Tribunal may require, direct or approve;

"Stock Exchange" means BSE limited and National Stock Exchange of India limited.

1.2 All terms and words used in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, as applicable, the Income Tax Act, and other Applicable Law, rules, regulations, bye-laws, as the case may be or any statutory modification or re-enactment thereof for the time being in force.

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1.3 In this Scheme, unless the context otherwise requires:

(a) words denoting singular shall include plural and vice versa;

(b) headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;

(c) references to the word " include" or "including" shall be construed without limitation;

(d) a reference to an article, clause, section or paragraph is, unless indicated to the contrary, a reference to an article, clause, section or paragraph of this Scheme;

(e) unless otherwise defined, the reference to the word "days" sha ll mean calendar days;

(f) references to dates and t ime shall be construed to be references to Indian dates and time;

(g) reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

(h) references to a person include any individual, firm, body corporate (whether incorporated or not), Government, state or agency of a state or any joint venture, association, partnership, works councillor employee representatives body (whether or not having separate legal personality);

(i) references to any of the terms taxes, duty, levy, cess in the Scheme shalf be construed as reference to all of them whether jointly or severally;

OJ word(s) and expression(s) elsewhere defined in the Scheme will have the meaning(s) respectively ascribed to them; and

(k) any reference to any statute or statutory provision shall includ e:

(i) all subordinate legislations made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated from time to t ime) and any retrospective amendment; and

(ii) such provision as from time to time amended, modified, re-enacted or consolidated (whether before or after the filing of this Scheme) to the extent such amendment, modification, re·enactment or consolidation applies or is capable of applying to the matters contemplated under this Scheme and (to the extent liability there under may e)(ist or can arise) sha ll include any past statutory provision (as amended, modified, re­enacted or consolidated from time to time) which the provision referred to has directly or indirectly replaced.

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PART II-SHARE CAPITAL

2. SHARE CAPITAL

2.1 Vulcan Express Private Limited

The capital structu re of the Demerged Company, as on 3111 March, 2018 is as under:

A. Authorised Share Capital

23,50,00,000 Equity shares of Rs. 10 each Total

e. Issued, Subscribed and Paid Up Share Capital

23,00,60,063 Equ ity shares of Rs. 10 each Total

Amount in Rupees

2,35,00,00,000 2,35,00,00,000

Amount in Rupees 2,30,06,00,630 2,30,06,00,630

Subsequent to the above date, t here has been no change in the authorised, issued, subscribed and paid up share capital of VEPL. The entire paid up equity share capit al of VEPl is held by FSC jointly with its nominees.

2.2 Future Supply Chain Solutions limited

The capita l structure of the Resulting Company, as on 3111 March, 2018 is as under:

A. Authorised Share Capital 5,00,00,000 Equity Shares of Rs. 10 each

Total

e, Issued, Subscribed and Fully Paid Up Share Capital

4,00,56,238 Equity Shares of Rs. 10 each

Total

Amount in Rupees 50,00,00,000

50,00,00,000

Amount in Rupees 40,05,62,380

40,05,62,380

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up sha re capita l of FSC.

The equity shares of FSC are currently listed on the eSE ltd. and Nationa l Stock Exchange of ~.~. .

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PART 111- DEMERGER OF DEMERGED UNDERTAKING IN THE RESULTING COMPANY

3. Transfer and Vesting of the Demerged Undertaking

Upon the Scheme becoming effective, pursuant to the orders of the National Company l aw Tribunal confirming the Scheme and pursuant to the provisions of Sections 230·232 read with Section 66 and other applicable provisions of the Act, with effect from the Appointed Date, the Demerged Undertaking together with all its business and operations including all its assets and liabilities shall be transferred to and vest in and/or be deemed to have been transferred to and vested in Resulting Company, on a going concern and "as-is-where-is" basis, by way of Demerger in accordance with Section 2(19AA) of the Income Tax Act without any further act, instrument or deed, so as to become, as and from the Appointed Date, the undertaking of Resulting Company by virtue of and in the manner provided in this Scheme.

4. Without prejudice to the genera lity of the aforesaid, upon the Scheme coming into effect, under the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Act and all other provisions of Applicable law, if any, with effect from the Appointed Date, the ent ire Demerged Undertaking together with all its business and operations including all its assets and liabilities, sha ll be transferred by Demerged Company to Resulting Company by way of Demerger on a going concern basis and in the following manner:

(a) aU the estate, assets (including intangible assets in the books), properties, rights, claims, ti tle, interest and authorities including accretions and appurtenances, whether or not provided and/or recorded in the books of accounts, comprised in the Demerged Undertaking of whatsoever nature and where-sa-ever situated shall , without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, will be and shall stand transferred to and vested in Resulting Company and/or be deemed to be transferred to and vested in Resulting Company as a part of the transfer and vesting of the Demerged Undertaking as a going concern so as to become, as and from the Appointed Date, the estate, assets (including intangible assets), properties, rights, claims, title, interest and authorities including accretions and appurtenances of Result ing Company.

(b) such assets and properties of the Demerged Undertaking as are movable in nature or are incorporeal property or are otherwise capable of transfer by delivery or possession, or by endorsement and/or delivery shall, without any cost or charge and without any notice or other intimation to any third party for transfer of the same, will be and shall stand transferred to and vested in the Resulting Company and/or be deemed to stand transferred to the Resulting Company as a part of the transfer and vesting of the Demerged Undertaking as a going concern so as to become from the Appointed Date, the assets and properties of the Resulting Company. The vesting pursuant to this sub­clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal pursuant to this Scheme, as appropriate to the property be ing vested and title to the property shall be deemed to have been transferred accordingly.

(c) all other movable properties of Demerged Undertaking, sundry debtors, receivables, bills, credits, loans and advances, apart from those specified in clause 4(b) if any, whether recoverable in cash or in kind or for value to be received, bank balances, deposits with any Government, quasi Government, local or other authority or body or with any company or other person shall without any further act, Instrument or deed,

cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and shall stand transferred to and vested in Resulting Company and/or deemed to have been transferred to and vested in Resulting Company, by way of delivery of possession of the respective documents, as applicable, as a part of the transfer of the Demerged Undertaking as a going concern, so as to become from the Appointed Date, the assets and properties of Resulting Company.

(d) Resulting Company may itself or require Demerged company if it so deems appropriate, give notice in such form as it deems fit and proper, to each such debtor or obligor pertaining to the Demerged Undertaking, that pursuant to the sanction of this Scheme by the Appropriate Authority, such debt, loan, advance, claim, bank balance, deposit or other asset be paid or made good or held on account of the Resulting Company as the person entitled thereto, to the end and intent that the right of the Demerged Company to recover or realize all such debts (including the debts payable by such debtor or obligor to the Demerged Company pertaining to the Demerged Undertaking) stands transferred and assigned to the Resulting Company and that appropriate entries should be passed in the books of accounts of the relevant debtors or obligors to record such change. It is hereby clarified that investments, if any, made by the Demerged Company pertaining to the Demerged Undertaking and all the right, title and interest pertaining to the Demerged Undertaking of the Demerged Company shall, pursuant to Section 232 of the Act and the provisions of this Scheme, without any further act or deed, be transferred to and vested in or be deemed to have been transferred to and vested in the Resulting Company.

(e) all cheques and other negotiable instruments, payment order, electronic fund transfers (like NEFT, RTGS, etc.) received or presented for encashment which are in the name of Demerged Company (in relation to Demerged Undertaking) after the Effective Date shall be accepted by the bankers of Resulting Company and credited to the account of Resulting Company, if presented by Resulting Company or received through electronic transfers. Similarly, the banker of Resulting Company shall honour all cheques/electronic fund transfer instructions issued by Demerged Company (in relation to Demerged Undertaking) for payment after the Effective Date. If required, the bankers of Demerged Company and Resulting Company shall allow maintaining and operating of the bank accounts (including banking transactions carried out electronically) in the name of Demerged Company by Resulting Company in relation to the Demerged Undertaking for such time as may be determined to be necessary by Resulting Company for presentation and deposition of cheques, pay order and electronic transfers that have been issued/made in the name of Resulting Company.

(f) all immovable properties pertaining to the Demerged Undertaking and rights and interests in immovable properties of Demerged Company including any tenancies in relation to warehouses, office space, guest houses and residential premises including those provided t%ccupied by the employees of Demerged Undertaking of Demeregd Company and all documents of title, rights and easements in relation thereto and all plant and machineries constructed on or embedded or attached to any such immovable properties and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties, shall upon this Scheme becoming effective, stand transferred to and be vested in and be deemed to have been transferred to and vested in Resulting Company, without any further act or deed done/executed or being required to be done/executed by Demerged Company or Resulting Company or both. Resulting Company shall be entitled to exercise all rights and privileges attached to the aforesaid

Page 10 of27

immovable properties and shall be liable to pay the ground rent and taxes and fulfill all obligations in relation to or applicable to such immovable properties. The mutation of the ownership or title, or interest in the immovable properties shall, upon the Scheme becoming effective, be made and duly recorded in the name of Resulting Company by the Approp riate Authorit ies pursuant to the sanction of this Scheme by the National Company l aw Tribunal in accordance with the terms hereof.

(g) all approva ls, consents, sanctions, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description whatsoever in relat ion to the Demerged Undertaking, or to the benefit of wh ich the Demerged Undertaki ng may be eligible/enti tled, and which are subsisting or having effect immediately before the Scheme coming into effect, sha ll by endorsement, delivery or recordal or by operation of law pursuant to the vesting orders of the National Company l aw Tribunal sanctioning the Scheme, and on the Scheme becoming effective, be deemed to be approva ls, consents, sanctions, exemptions, registrations, no-object ion cert ificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on it s business or in connection therewith), and certi ficates of every kind and description of whatsoever nature, of Resu lting Company, and sha ll be in full force and effect in favor of Result ing Company and may be enforced as fully and effectually as if, instead of Demerged Company, Resulting Company had been a party or beneficiary or obligor thereto. Such of the other permits, licenses, consents, sanctions, approvals, authoriza tions, quotas, rights, entit lements, allotments, conceSSions, exemptions, rebates, libert ies, advantages, no-objection cert ificates, certifications, easemen ts, tenancies, privileges and simila r rights, as are held at present by Demerged Company, but relate to or besnefitting at present Remaining Undertaking of Demerged Company and the Demerged Undertaking, shall be deemed to constitute separate permits, licenses, consents, sanctions, approvals, authorizat ions, quotas, rights, entitlements, allotments, concessions, exemptions, rebates, liberties, advantages, no-object ion cert ificates, cert ifications, easements, tenancies, privileges and similar rights, and any waiver of the foregOing, and the necessary subst itution/endorsement shall be made and duly recorded in the name of Demerged Company and Resu lting Company, respectively, by the relevant authorit ies pursuant to the sanction of this Scheme by the National Company law Tribunal. It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this clause, the said third party or authority shall take on record the orders of the Nationa l Company Law Tribuna l sanctioning the Scheme on its fi le and make and duly record the necessary subst itution or endorsement in the name of Resulting Company as successor in interest, pursuant to the sanction of this Scheme by the National Company Law Tribunal, and upon the Scheme becoming effective in accordance with the terms hereof. For this purpose, Resulting Company shall file certified copies of such sanction orders, and if required file appropriate applications, forms or documents with relevant authorities concerned for statistica l, information and record purposes only, and there shall be no break in the va lidity and enforceabili ty of approva ls, consents, sanct ions, exemptions, rebates, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (includ ing the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature.

(h) all rent/lease agreements pertaining to the Demerged Undertaking with various landlords, owners and lessors in connection with the use of the assets pertaining to Demerged Undertaking, together with security deposits and advance/prepa id rent, etc., shall stand automatica lly t ransferred and vested in favour of Resulting Company on the same terms and conditions without any fu rther act, inst rument, deed, matter or thing being made, done or executed. Resulting Company sha ll cont inue to pay ren t as provided for in such agreements, and Resulting Company and the relevant landlords, owners and lessors shall continue to comply with the terms, conditions and covenants there-under. Without limit ing the generality of the foregoing, Result ing Company shall also be entitled to refund of security deposits paid under such agreements by Demerged Company pertain ing to Demerged Undertaki ng.

(i) all permissions, approvals, sanctions, consents, subsidies, privi leges, income tax benefits and exempt ions, rebates, indi rect tax benefits and exempt ions (including benefit s, entitlements, incent ives and concessions under incent ive schemes and policies, customs, excise, service tax, VAT, sales tax, goods and service tax, as appli cable and entry tax), all other rights, benefits and liabilities related thereto, licenses, powers and facilities of every kind, nature and descri ption whatsoever, provisions and benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the Demerged Undertaking and all rights and benefi ts that have accrued or which may accrue pertaining to the Demerged Undertaking, whether on, before or after the Appointed Date, if any, shall, without any further act, instrumen t or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same be and stand transferred to and vested in and/or be deemed to be transferred to and vested in Resulting Company as a part of the t ransfer of the Demerged Undertaking as a going concern, so as to become, as and from the Appointed Date, the permissions, approvals, consents, subsid ies, privileges, income tax benefits and exemptions, ind irect tax benefits and exempt ions (including benefits, entitlements, incent ives and concessions under incentive schemes and policies, customs, excise, service tax, VAT, sa le~ tax, goods and service tax, as applicable and entry tax). all other rights, benefits and liabilit ies related thereto, licenses, powers and faci lities of every kind, nature and descript ion whatsoever, provisions and benefits of all agreements, contracts and arrangements of Resulting Company and sha ll rema in valid, effective and enforceable on the same terms and conditions. It is further cla rified that they sha ll be deemed to have origina lly been given by, issued to or executed in favour of Resulting Company, and Result ing Company shall be bound by the terms thereof and the obligat ions and duties thereunder, and the rights and benefits under the same sha ll be ava ilable to Resulting Company.

Ii ) all eont<acts, deeds, bonds, ag'eements, ;nsu<anee polle;es, schemes, ",angements and other instruments, permits, rights, entitlements for the purpose of carrying on the business perta ining to the Demerged Undertaking and in relation thereto, and those relating to tenancies, privi leges, powers, facilities of every kind and descript ion of whatsoever nature in relation to the Demerged Undertaking and which are subsisting or having effect immediately before the Effective Date, sha ll be in fu ll force and effect on, aga inst or in favour of Resu lting Company and may be enforced as fully and effectually as if Result ing Company had been a party or beneficiary or obligor thereto. In relation to the same, any procedural requi rements requ ired to be fu lfi lled solely by Demeregd Company (and not by any of its successors), shall be fu lfilled by Resulting Company as if It is the du ly constituted attorney of Demerged Company. It IS hereby clanfled that If Sol" . any contract, deeds, bonds, agreements, Insurance policies, schemes, arrangements or ~G.~(\ 1

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other instruments of whatsoever nature in relation to the Demerged Undertaking to which Demerged Company is a party to, cannot be transferred to Resulting Company for any reason whatsoever, Demerged Company sha ll hold such contract, deeds, bonds, agreements, insurance policies, schemes, arrangements or other instruments of whatsoever nature in t rust for the benefit of Resulting Company; and if any contract, deeds, bonds, agreements, insurance policies, schemes, arrangements or other instruments of whatsoever nature relate to the Demerged Undertaking of Demerged company as well as Demerged Company (pursuant to the t ransfer of the Demerged Undertaking), Demerged Company and Resulting Company shall both be entitled to all rights and benefits and be liable for all obligations under the said arrangements, each to the extent of its respective undertaking only.

(k) Any inter-se contracts in relation to the Demerged Undertaking and Resulting Company shall stand cancelled and cease to operate upon this Scheme becoming effective.

(I) All guarantees provided by any bank in relation to the Demerged Undertaking outstanding as on the Effective Date, shall vest in Resulting Company and shall enure to the benefit of Resulting Company and all guarantees issued by the bankers in rela tion to the Demerged Undertaking favouring any third party shall be deemed to have been issued at the request of Resulting Company and continue in favour of such third party till its maturity or earlier termination.

(m) without prejudice to the generality of the foregOing, bank guarantees, performance guarantees and letters of credit, hire purchase agreements, lending agreements and such other agreements, deeds, documents and arrangements pertaining to the business of the Demerged Undertaking and which are subsisting or having effect immediately before the Effective Date, including all rights and benefits (includ ing benefits of any deposit , advances, receivables or claims) arising or accruing therefrom, shall, with effect from Appointed Date and upon the Scheme becoming effective, by operation of law pursuant to the vest ing orders of the National Company law Tribunal, be deemed to be contracts, deeds, bonds, agreements, schemes, arrangements and other instruments, permits, rights, entitlements, licenses of Resulting Company. Such property and rights shall stand vested in Resulting Company and shall be deemed to have become the property of Resulting Company by operation of law, whether the same is implemented by endorsement or delivery and possession or reco!dal in any other manner.

(n) all the intellectual property rights of any nature whatsoever, including but not limited to intangible assets, including registrations, licenses, trademarks, logos, service marks, copyrights, domain names, trade names and applications relating thereto, goodwill, know-how and trade secrets appertaining to the Demerged Undertaking, shall without any further act, instrument or deed, and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred to and vested in Resulting Company as a part of the transfer of the Demerged Undertaking as a going concern, so as to become as and from the Appointed Date, the intellectual property of Resulting Company.

(0) all taxes (including but not limited to advance tax, tax deducted at source, minimum alternate tax credit, banking cash transaction tax, securities transaction tax, input credit, CENVAT, entry tax, taxes withheld/paid in a foreign country, value added tax, sales tax, service tax or goods and service tax, as applicable, excise duty, cess, wealth tax, fringe benefit tax and tax collected at source, etc.) payable by or refundable to or

Page 13 of27

being the entitlement of the Demerged Undertaking, including all or any refunds or claims shall be treated as the tax liability or refunds/credits/claims, as the case may be, of Resulting Company, and any tax incentives, advantages, privileges, exemptions, rebates, cred its, tax holidays, remissions, reductions and/or any other benefit, as would have been available to the Demerged Undertaking, sha ll pursuant to the Scheme becoming effective, be available to Resulting Company. Benefit of tax losses including brought forward business loss, unabsorbed depreciation, etc., pertaining to the Demerged Undertaking up to the Appointed Date, shall be available to Result ing Company w.eJ. Appointed Date in terms of section 72A of Income TaK Act.

(p) Resulting Company shall be entitled to claim refunds or credits, including input tax credits, with respect to taxes paid by, for, or on behalf of, the Demerged Undertaking under Applicable l aw, including but not limited to sales tax, goods and service tax, as applicable, value added tax, service tax, excise duty, cess or any other tax, whether or not arising due to any inter se transaction, even if the prescribed time limits for claiming such refunds or credits have lapsed. For the avoidance of doubt, input tax credits already avaited of or utilized by the Demerged Undertaking and Resulting Company in respect of inter se transactions, if any shall not be adversely impacted by the cancellation of inter se transactions pursuant to this Scheme.

(q) all statutory rights and obligations pertaining to Demerged Undertaking would vest in/accrue to Resulting Company. Hence, obligation pertaining to Demerged Undertaking, prior to the Effective Date, to issue or receive any statutory declaration or any other forms by whatever name called, under the State VAT Acts or the Central Sales Tax Act or any other act for the time being in force, would be deemed to have been fu lfilled if they are issued or received by Demerged Company and if any form relatable to the period prior to the said Effective Date is received in the name of Demerged Company, it would be deemed to have been received by Resulting Company in fulfillment of their obligations.

(r) benefits of any and all corporate approvals as may have already been taken pertaining to the Demerged Undertaking, whether being in the nature of compliances or otherwise, without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred and vested in Resulting Company as a part of the transfer of the Demerged Undertak ing as a going concern, and the said corporate approvals and compliances shall be deemed to have originally been taken / complied with by Resulting Company.

Is) such of the assets comprised in the Demerged Undertaking on or after the Appointed Date but prior to the Effective Date, shall without any further act, instrument or deed, cost or charge and without any not ice or other intimation to any third party for the transfer of the same, be and stand t ransferred to and vested in and be deemed to have been transferred to and vested in Resulti ng Company as a part of the transfer of the Demerged Undertaking as a going concern, so as to become, as and from the Appointed Date, the assets of Resulting Company.

5. Without prejudice to the generality of clause 3 above, upon the Scheme coming into effect, with effect from the Appointed Date:

(a) all the liabilities, whether or not provided in the books of Demerged Company pertain ing to the Demerged Undertaking, shall, under the provisions of Sections 230 to

Page 14 of 27

232 read with Section 66 of the Act and other applicable provisions of the Act, as applicable, and all other provisions of Applicable law, if any, without any further act, instrument, deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred to and vested in and/or be deemed to have been transferred to and vested in Resulting Company as a part of the transfer of the Demerged Undertaking, as a going concern and the same sha ll be assumed by Resulting Company, to the extent they are outstanding on the Effective Date and shall become as and from the Appointed Date, the liabilities of Resulting Company on the same terms and conditions as were applicable to the Demerged Undertaking and Resulting Company alone shall meet, discha rge and satisfy the same.

(b) all liabilities comprised in the Demerged Undertaking, and which are incurred or which arise or accrue to the Demerged Undertaking of Demerged Company, on or after the Appointed Date but prior to the Effective Date, shall under the provisions of Sections 230 to 232 read with Section 66 of the Act and other applicable provisions of the Act and all other provisions of Applicable law, if any, without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred to and vested in and/or be deemed to have been transferred to and vested in Resulting Company as a part of the transfer of the Demerged Undertaking as a going concern and the same shall be assumed by Resulting Company and to the extent they are outstanding on the Effective Date on the same terms and conditions and Resulting Company alone shall meet, discharge and satisfy the same.

(c) any liabilities of the Demerged Undertaking as on the Appointed Date that are discharged by Demerged Company on or after the Appointed Date but prior to the Effective Date, shall be deemed to have been discharged for and on account of Resulting Company.

(d) all loans ra ised and utilized, liabilities, duties and taxes and obligations incurred or undertaken by Demerged Company pertaining to the Demerged Undertaking on or after the Appointed Date but prior to the Effective Date shall be deemed to have been raised, used, incurred or undertak.en for and on behalf of Resulting Company and shall, under the provisions of Sections 230 to 232 read with Section 66 of the Act and other applicable provisions of the Act and all other provisions of Applicable law, if any, without any further act, instrument, deed, cost or cha rge and without any notice or other intimation to any third party for the transfer of the same be and stand transferred to and vested in and/or be deemed to have been t ransferred to and vested in Resulting Company as a part of the transfer of the Demerged Undertaking as a going concern and the same shall be assumed by Resulting Company and to the extent they are outstanding on the Effective Date, Resulting Company shall meet, discharge and satisfy the same.

(e) the liabilities, if any, due or which may at any time in the future become due in relation to the Demerged Undertaking, inter-se Demerged Company and Resulting Company, shall stand discharged/cancelled and there sha ll be no liability in that behalf on either company and corresponding effect shall be given in the books of account and records of Resulting Company.

It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which

Page 15 or27

such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this clause.

(f) all encumbrances, if any, existing prior to the Effective Date over the assets of the Demerged Undertaking which secure or relate to the liabilities shall, without any further act, instrument, deed or document, cost or charge and without any notice or other intimation to any third party for the transfer of the same, continue to relate and attach to such assets or any part thereof to which they were related or attached prior to the Effective Date and are transferred to Resulting Company. It is being clarified that the aforesaid encumbrances shall not be extended to any assets of the Demerged Undertaking which were earlier not encumbered or the existing assets of Resulting Company. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above.

(g) any reference in any security documents or arrangements (to any party pertaining to the Demerged Undertaking) and their assets and properties, sha ll be construed as a reference to Resulting Company and the assets and properties of the Demerged Undertaking transferred to Resulting Company pursuant to this Scheme.

(h) without prejudice to the foregoing provisions, Resulting Company/ Demerged Company may execute any instruments or documents or do all such acts and deeds as may be considered appropriate, including the filing of necessary particu lars and/or modification(s) of charge, with the Registrar of Companies to give formal effect to the above provisions, if required.

(i) the provisions of this clause shall operate notwithstanding anything to the contrary contained in any instrument, deed, document or writing or the terms of sanction or issue or any security document; all of which instruments, deeds, documents or writings shall stand modified and/or supe~eded by the foregoing provisions.

6. Employees

(a) Upon the coming into effect of this Scheme, all employees pertaining to Demerged Undertaking shall become employees of Resulting Company ("Transferred Employees") with effect from the Effective Date, on same terms and conditions which, as a result, shall be no less favourable than those on which they are currently engaged, without any interruption of service as a result of this Demerger. With regard to provident fund, gratuity fund, superannuation fund, leave encashment and any other special scheme or benefits created or existing for the benefit of the Transferred Employees, upon the Scheme becoming effective, shall be continued on the same terms and conditions by Resulting Company and Resulting Company shall stand substituted for all purposes and intents, whatsoever, relating to the administration or operations of such schemes or funds or in relation to the obligation to make contributions to the said funds, in accordance with the provisions of Applicable law. It is hereby clarified that upon the Scheme becoming effective, the aforesaid benefits or schemes shall continue to be provided to the Transferred Employees and the services of all the Transferred Employees for such purpose shall be t reated as having been continuous.

(b) Resulting Company agrees that the services of the Transferred Employees prior to the transfer, shall be taken into account for the purposes of all benefits to which such

Page 16 of27

employees may be eligible, including in relation to the level of remunerat ion and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and other retirement benefits and accordingly, shall be reckoned from the date of their respective appointment in the Demerged Undertaking. Resulting Company undertakes to pay the same, as and when payable under Applicable l aw.

(c) The existing provident fund, employee state insurance contribution, gratuity fund, superannuation fu nd, annuity, deposit linked insurance fund, pension, staff welfare scheme and any other special scheme or benefits of the Transferred Employees shall be cont inued on the same terms and conditions or be transferred to the existing provident fund, employee state insurance contribution, gratuity fund, superannuation fund, annuity, deposit linked insurance fund, pension, staff welfare scheme, etc., being maintained by Demerged Company or as may be created by Resulting Company for such purpose. Pending such transfer, the contributions required to be made in respect of the Transferred Employees shall continue to be made by Resulting Company to the existing funds maintained by Demerged Company. It is the intent that all the rights, duties, powers and obligations of Demerged Company in relation to such fund or funds shall become those of Resulting Company without need of any f resh approval from any statutory authority.

(d) Upon the Scheme becoming effective, Demerged Company will transfer/handover to Resulting Company, copies of employment information, including but not limited to, personnel files (including hiring documents, existing employment contracts, and documents reflecting changes in an employee's position, compensation, or benefits), payroll records, medical documents (including documents relating to past or ongoing leaves of absence, on the job injuries or illness, or fitness for work examinations), disciplinary records, supervisory files relating to its and all form s, notifications, orders and contribution/identity cards issued by the concerned authorities relating to benefits transferred pursuant to this sub-clause.

(e) The contributions made under Applicable law in connection with the employees of the Demerged Undertaking, to the provident fund, gratuity fund, superannuation fund, leave encashment and any other specia l scheme or benefits created, for the period after the Appointed Date shall be deemed to be contributions made by Resu lting Company.

(f) Resulting Company shall continue to abide by any agreement(s)/ settlement(s) entered into in respect to the Transferred Employees.

7. legal, Taxation and Other Proceedings

(a) All proceedings of whatsoever nature (lega l, taxation and others, including any suits, appeals, arbitrat ions, execution proceedings, revisions, writ petitions, jf any) whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal) by or against, pertain ing to the Demerged Undertaking, shall not abate, be discontinued or be jn any way prejudicially affected by reason of the transfer and vesting of the Demerged Undertaking or anything contained in this Scheme.

(b) Upon the coming into effect of this Scheme, all suits, actions, and other proceedings including legal and taxation proceedings, (including before any statutory or quasi-jud icia l authority or tribunal) whether by or against, pertaining to the Demerged Undertaking, whether pending and/or arising on or before the Effective Date shall be continued

Page 170f2

and/or enforced by or against Resulting Company as effectually and in the same manner and to the same extent as if the same had been instituted and/or pending and/or arising by or against Resulting Company.

(c) Aher the Appointed Date, if any proceedings are taken against Demerged Company in respect of the matters referred to in the Clause (b) above, Demerged Company shall defend the same in accordance with advise and instructions of Resulting Company at the cost of Resulting Company, and Resulting Company shall reimburse and indemnify Demerged Company against all liabilities and obligations incurred by Demerged Company in respect thereof.

(d) Resulting Company undertakes to have accepted on behalf of itself, all suits, claims, actions and legal proceedings initiated pertaining to the Demerged Undertaking, transferred to its name and to have the same continued, prosecuted and enforced by or against Resulting Company.

8. All books, records, files, papers, information, databases, and all other books and records, whether in physical or electronic form, of the Demerged Undertaking, to the extent possible and permitted under Applicable Law, be handed over to Resulting Company.

9. Upon the Scheme becoming effective, the secured creditors relating to the Demerged Undertaking, if any, and/or other security holders over the properties of the Demerged Undertaking shall be entitled to securi ty only in respect of the properties, assets, rights, benefits and interest of Demerged Undertaking, as existing immediately prior to transfer and vesting of the Demerged Undertaking into Resulting Company. It is hereby clarified that pursuant to the transfer and vesting of the Demerged Undertaking into Resulting Company in terms of the Scheme, the secured creditors relating to the Demerged Undertaking and/or other security holders over the properties of the Demerged Undertaking shall not be entitled to any additional security over the properties, assets, rights, benefits and interest of Resulting Company, and hence such assets which are not currently encumbered shall remain free and ava ilable for creation of any security thereon in future in relation to any current or future indebtedness of Demerged Company or Resulting Company as the case may be.

10. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Demerged Undertaking occurs by virtue of this Scheme itself, Resulting Company may, at any time after the Scheme becoming effective, in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds (including deeds of adherence), documents, confirmations or other writings or enter into any arrangements with any party to any contract or arrangement, In relation to the Demerged Undertaking, or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. Demerged Company or Resulting Company, as the case may be, shall, at any t ime after the Scheme becoming effective in accordance with the provisions hereof, if so required under any law or otherwise, do all such acts or things as may be necessary for transfer/vesting of the approvals, sanctions, consents, exemptions, rebates, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by Demerged Company in relation to the Demeregd Undertaking including its business and operations, into Resulting Company. It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this clause, the said third party or authority shall be obligated to, and shall make and duly record the necessary substitution/endorsement in the name of Resulting Company pursuant to the sanction of this Scheme by the National Company l aw Tribunal, and upon the ~ "-._." ~-. -,,_ .. '" ",., .". ~." "-.:.~~:: t~

;'l)ln:l ..

Company shall f ile appropriate applica tions/documents with relevant authorities concerned for information and record purposes. Resulting Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writ ings on beha lf of Demerged Company pertaining to the Demerged Undertaking and to ca rry out or perform all such formalities or compliances referred to above on the part of the Demerged Undertaking to be carried out or performed.

11. Conduct of Business till Effective Date

With effect from the Appointed Date as applicable and up to the Effective Date:

(a) Demerged Company sha ll be deemed to have carried on all its business activities pertaining to the Demerged Undertaking and shall be deemed to have held and stood possessed of all the said assets, rights, title, interests, authorities, contracts, investments and decisions, benefits for and on account of and in trust for Resulting Company;

(b) all obligations, liabilities, duties and commitments attached, related or pertaining to the Demerged Undertaking shall be deemed to have been undertaken by Demerged Company for and on account of and in trust for Resulting Company;

(c) all profits and income accruing or arising to Demerged Company in re lation to the Demerged Undertaking, and losses and expend iture arising or incurred by Demerged Company in relation to the Demerged Undertaking, for the period commencing from the Appointed Date as applicable, shall, for all purposes be treated as and be deemed to be the profits, income, losses or expenditure, as the case may be, of Resulting Company and upon the Scheme becoming effective, financial results of Resulting Company & revised tax calculation thereon shall be computed after considering the financia l results of Demerged Undertaking during the period between Appointed Date and Effective Date;

(d) all taxes, where applicable, (including but not limited to advance income tax, tax deducted at source, minimum alternate tax, wea lth tax, f ri nge benefit tax, banking cash transaction tax, tax collected at source, taxes withheld/paid in a foreign country, sales tax, value added tax, excise duty, customs duty, service tax or goods and service tax, as applicable, cess, tax refundS) payable by or refundable relating to the Demerged Undertaking, including all or any tax refunds or tax liabilities or tax claims arising from pending tax proceedings, under any law, on or before the Effective Date, shall be treated as or deemed to be treated as the tax liability or tax refunds/ tax cla ims (whether or not recorded in the books relating to the Demerged Undertaking) of Result ing Company, and any unabsorbed tax losses and depreciation, etc., as would have been availab le to Demerged Undertaking on or before the Effective Date, sha ll be available to Resulting Company upon the Scheme coming into effect; and

(e) aU int ra-party t ransactions between Demerged Company and Resulting Company pertaining to Demerged Undertaking shall be considered as inter-party transactions. Tax, if any, on such inter-party transactions shall be payable without any interest and penalty subject to Applicable law.

(f) Any of the rights, powers, authorities and privileges attached or related or pertaining to the Demerged Undertaking and exercised by or avai lab le to Demerged Company,

Page 19 of27

shall be deemed to have been exercised for and on beha lf of and as an agent for Resulting Company. Further, any of the obligations, duties and commitments attached, relating or pertaining to the Demerged Undertaking that have been undertaken or discharged by Demerged Company shall be deemed to have been undertaken or discharged for and on behalf of and as an agent for Resulting Company.

Subject to the terms of the Scheme, the transfer and vesting of the Demerged Undertaking as per the provisions of the Scheme sha ll not affect any transactions or proceedings already concluded on or with effect from the Appointed Date as applicable t ill the Effective Date.

12. Consideration

As the entire paid up share capital of Demerged Company is held by Resulting Company along with its nominees, it is expressly understood that, upon this Scheme becoming effective, there will be no issue and allotment of any securities by Resulting Company in respect of the Demerger of Demerged Undertaking.

13. Accounting treatment in the books of the Resulting Company and Demerged Company

Upon the Scheme becoming effective, the Resulting Company and Demerged Company shall account for Demerger of the Demerged Undertaking in their books of account with effect from the Appointed Date in accordance with applicable accounting principles prescribed under Indian Accounting Standard (Ind AS) or such other accounting principles as may be applicable or prescribed under the Act.

14. Reduction of Share Capital of the Demerged Company

14.1. As an integral part of this Scheme and upon this Scheme becoming effective, the issued, subscribed and paid-up share capital of the Demerged Company sha ll be reorgan ized. Pursuant to transfer of Demerged Undertaking by the Demerged Company to the Resulting Company, the share capital of the Demerged Company is unrepresented by available assets and thus in accordance with the terms of this Scheme, the capital reduction in the Demerged Company will reflect the true capital structure commensurate with the Remaining Business.

14.2. The capita l reduction and reorganization of the capital of the Demerged Company shall be affected in the following manner:

21,SO,00,000 (Twentyone crore and fifty lacs) equity shares of the Demerged Company of face value Rs. 10 (Rupees Ten) representing Rs. 215,00,00,000 (Rupees Two hundred and fifteen crore) of the issued, subscribed and paid up share capital of the Demerged Company shall stand cancelled, without any payment of the cancelled value of the said shares to the shareholders of the Demerged Company.

14.3. The reduction in the sha re capital of the Demerged Company as contemplated in this clause 14 shall be effected as an integral part of this Scheme in accordance with the provisions of section 66 of the Act and any other applicable provisions of the Act and the order of the National Company Law Tribunal sanctioning this Scheme shall also be deemed to be an order under sections 66 of the Act confirming the reduct ion of share capital of the Demerged Company. The reduction of share capital of the Demerged Company would not involve either a diminution of liability in respect of the unpaid share capital or payment of paid-up share capital, and the provisions of Section 66 of the Act or other relevant provisions of the Act will

Page 20 of27

not be applicable. The Demerged Company shall not be required to add the words "And Reduced" as suffix to its name consequent upon such reduction.

14.4. Accounting Treatment for Reduction of Share Capital

upon the Scheme becoming effective, the Resulting Company and Demerged Company shall account for Capital Reduction in their books of account in accordance with applicable accounting principles prescribed under Indian Accounting Standard (Ind AS) or such other accounting principles as may be applicable or prescribed under the Act.

15. Transactions upto the Effective Date

15.1. With effect from the Appointed Date and up to and including the Effective Date:

(i) Demerged Company shall stand possessed of the properties and assets relating to the Demerged Undertaking for and in trust for Resulting Company.

(ii) Demerged Company shall not without the prior written consent of the Board of Directors of Resulting Company or pursuant to any pre-existing obligation, sell, transfer or otherwise alienate, charge, mortgage or encumber or otherwise dea l with or dispose of the undertaking relating to the Demerged Undertaking or any part thereof except in the ordinary course of its business.

(iii) Demerged Company shall not vary the terms and conditions of service of its permanent employees relating to the Demerged Undertaking except in the ordinary course of its business or as per past prevailing practices.

(iv) Resulting Company shall be entitled, pending sanction of the Scheme, to apply to the Central Government, State Government, Union Territories and all other concerned agenCies, departments and authorities (statutory or otherwise) as are necessary under any law for such consents, approvals and sanctions, which Resulting Company may require to carryon the business of Demerged Undertaking. Further, Demerged Company shall extend all assistance to Resulting Company, if requested by Resulting Company, in obtaining the said consents, approvals and sanctions.

With effect from Appointed Date until the Effective Date, Demerged Company shall preserve and carryon the business and activities of Demerged Undertaking with reasonable diligence and business prudence and Demerged Company sha ll not, without the prior consultation with Resulting Company, alienate, charge or otherwise deal with or dispose of the Demerged Undertaking or any part thereof or recruit any new employee (in each case except in the ordinary cou rse of business) or employees.

16. Remaining Business of Demerged Company

16.1. All the assets, liabiliti es and obligations together with the business and operations, pertaining to the Remaining Business of the Demerged Company, sha ll continue to belong to and remain vested in and be managed by Demerged Company.

16.2. All proceedings of whatsoever nature (legal, taxation and others, including any suits, appeals, arbitrations, execution proceedings, revisions, writ petitions, if any) whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal) by or against, pertaining

I'oge 21 of 27

to the Demerged Company under any statut e, whether pending on the Appointed Date or which may be instituted at any time thereafter, whether or not in respect of any matter arising before the Effective Date and pertaining or relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power liability, obligation or duty, in respect of the Remain ing Business of Demerged Company) shall be continued and enforced solely by or against the Demerged Company.

• 16.3. With effect from the Appointed Date, as applicable, and upto the Effective Date;

OJ Demerged Company shall carry on all business and activities relating to the Remaining Business of Demerged Company for and on its own beha lf;

(ii) All profits accruing to Demerged Company thereon or losses arising or incurred by it (including the effect of taxes, if any, thereon) relating to the Remaining Business of Demerged Company shall, for all purposes, be treated as the profits or losses, as the case may be, of Demerged Company; and

(iii) All assets and properties acquired by Demerged Company in relation to the Remaining Business of Demerged Company on and after the Appointed Date as applicable shall belong to and continue to remain vested in Demerged Company.

Page 22 of 27

PART IV - GENERAL TERMS AND CONDITIONS

17. Decla ration of Dividend, Bonus etc.

17.1. For the avoidance of doubt, it is hereby clarified that nothing in this Scheme shall prevent Demerged Company from declaring and paying dividend s, whether interim or final to its equity shareholders as on the record date for the purpose of dividend.

17.2. For the avoidance of doubt it is hereby clarified that nothing in this Scheme shall prevent Demerged Company from issuing fully paid up bonus equity shares to its shareholders by capitalization of reserves.

17.3. Demerged Company sha ll not utilize the profits or income, if any, relating to the Demerged Undertaking for the purpose of declaring or paying any dividend to its shareholders or for any other purpose in respect of the period falling on and after the date of approval of this Scheme by the Board of Directors of Demerged Company and Resulting Company, without the prior written consent of the Board of Directors of Resulting Company.

17.4. Unt il the coming into effect of this Scheme, the holders of equity shares of Demerged Company and equity shares of Resulting Company sh all, save as expressly provided otherwise in this Scheme, continue to enjoy their existing respective rights under their respective Articles of Associations.

17.5. It is clarified that the aforesaid provisions in respect of declaration of dividends, whether interim or fina l, or issuance of fully paid bonus equ ity shares, are enabling provisions on ly and shall not be deemed to confer any right on any member of Demerged Company and/or Resulting Company to demand or claim any dividends/bonus which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of Demerged Company and Resulting Company and subject, wherever necessary, to the approval of the shareholders of Demerged Company and Resulting Company, respectively.

18. Saving of concluded transactions

The transfer and vesting of the Demerged Undertaking as above and the continuance of proceedings by or against Demerged Company in relation to the Demerged Undertaking shall not affect any transaction or proceedings already concluded till the Effective Date in accordance with this Scheme, to the end and intent that Result ing Company accepts and adopts all acts, deeds and things done and executed by Demerged Company in respect thereto as done and executed on behalf of Resulting Company.

19. Conditions to effectiveness of the Scheme

The Scheme is conditional upon and subject to:

19.1. this Scheme being approved by the respective requisite majorities of the various classes of shareholders and/or creditors, as applicable, of the Demerged Company and the Resulting Company as required under the Act and the requisite order of the Nat ional Company l aw Tribunal being obtained, or dispensation having been received from the National Company law Tribunal in relation to obtaining such consent from the shareho lders and creditors;

Page 23 of27

19.2. such other approvals and sanctions including sanction of the Approriate Authority, as may be required, in respect of the Scheme;

19.3. the National Company l aw Tribunal having accorded sanction to the Scheme and if any modifications have been prescribed the same being acceptable to the Demerged Company and the Resulting Company; and

19.4. such certified/authenticated copy of the Order of the National Company law Tribunal being filed with the Registrar of Companies by Demerged Company and the Resulting Company.

20. Applications /Petitions to the National Company law Tribunal and Approvals

20.1. The Demerged Company and the Resu lting Company sha ll make and fil e all notices and/or applications under Section 230 to 232 read with Section 66 and other applicab le provisions of the Act, as may be necessary, before the National Company law Tribunal, for sanction of this Scheme, and shalt apply for such approvals/orders/directions as may be required under Applicable l aw.

20.2. The Demerged Company and the Resulting Company shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any law for such consents and approvals which they may require to own the Demerged Undertaking.

21. Modifications to the Scheme

The Demerged Company and the Resulting Company (by their respective Board of Directors), in their full and absolute discretion, jointly and as mutually agreed in writing, may:

21.1. assent to any alteration(s) or modificat ion(s) to this Scheme which the Nationa l Company law Tribunal and/or any other Appropriate Authority may deem fit to approve or impose and/or effect any other modification or amendment jointly and mutually agreed in writing, including, without limitation, any modifications to the accounting treatment set out in the Scheme or to the matters set forth in this Scheme, and to do all acts, deeds and th ings as may be necessary, desirable or expedient for the purposes of this Scheme;;

21.2. give such directions (acting jointly) as they may consider necessary to settle any question or difficult y ariSing under the Scheme or in regard to and of the meaning or interpretation of this Scheme or implementation hereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various condit ions of this Scheme and jf necessary, to any of those (to the extent permissible under law);

21.3. modify or va ry this Scheme prior to the Effective Date, as considered appropriate or necessary, in any manner at any time and thereafter subject to the approval of the National Company l aw Tribunal;

21.4. if any clause of this Scheme is found to be unworkable for any reasons whatsoever or any condit ion or alteration imposed by any authority/person or otherwise is unacceptable, withdraw th is Scheme prior to the Effective Date. in any manner at any t ime; or

21.S.

22. Effect of non-receipt of approva ls

In the event of the Scheme not being sanctioned by the National Company law Tribunal and/or the order or orders not being passed by March 31, 2019 or by such later date as may be agreed by the respective Boards of Directors of the Companies, the Scheme sha ll become fully null and void and in that event no rights and liabili ties shall accrue to or be inter-se by the parties in terms of the Scheme, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/or liabi lities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifica lly provided in the Scheme or as may otherwise arise in law.

23. Change of Registered office of VEPl

VEP l is in the process of shifting its registered office from Delhi to the state of Maharashtra. For the purpose of this Scheme, the application/petitions pursuant to the provisions of Sections 230 to 232 read with Section 66 of the Act and other provisions of the Act, as applicable shall be made by or on beha lf of VEPl, to the National Company law Tribunal then having jurisdict ion, where the registered office of VEPl will be si tuated.

24. Compliance with Section 2{19AA) of the Income Tax Act

The provision of this Scheme complies with the conditions relating to Hdemerger" as defined and specified under Section 2(19AA) of the Income Tax Act. If any terms or provisions or part of th is Scheme are found or interpreted to be inconsistent with the provisions of Section 2(19AA) of the Income Tax Act, at a later date includ ing resulting from an amendment of law or for any other reason whatsoever, the provisions of Section 2(19AA) of the Income Tax Act shall prevail and the Scheme shall stand modified to the extent necessary to comply with Section 2(19AA) of the Income Tax Act and such modifications shall not affect other parts or clauses of the Scheme.

25. Administrative Convenience

25.1. Notwithstanding anything contained in other clauses of this Scheme, Demerged Company and Resulting Company, shall enter into such documents, agreements, make applications to various authorities, regulatory bodies to faci litate the uninterrupted t ransitions of the business from Demerged Company to Resulting Company.

25.2. Notwithstanding anyth ing contained in other clauses of this Scheme but in accordance with the Act and other Applicable l aw, Demerged Company and Resulting Company, may enter into such documents, agreements, arrangements and make applications to various authorities, regulatory bodies to facilitate the sharing of, inter alia any common services, employees, intellectual properties and other assets (whether moveable or immoveable).

26. When the Scheme comes Into operation

26.1. Th e Scheme shall come into operation from the Appointed Date but the same shall become effective on and from the Effective Date.

26.2. The Demerged Company and the Resulting Company sha ll be entitled to, amongst others, file/ or revise their respective f inancia l statements, income tax return s, IDS returns, wealth tax

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returns, service tax, professional tax or any other statutory returns, if required, credit for advance tax paid, tax deducted at source, claim for sum prescribed under Section 439 of the Income Tax Act on payment basis, claim for deduction of provisions written back by the Resulting Company previously disallowed in the hands of the Demerged Company pertaining to the Demerged Undertaking under the Income Tax Act, credit of tax paid under Section 115J8 read with Section llsJAA of the Income Tax Act, credit of foreign taxes paid/ withheld etc., if any, pertaining to Demerged Undertaking as may be required consequent to implementation of this Scheme and where necessary to give effect to this Scheme, even if the prescribed time limits for filing or revising such returns have lapsed without incurring any liability on account of interest, penalty or any other sum. The Resu lting Company sha ll have the right to claim refund s, tax credits, set·offs and/or adjustments relating to its income or transactions entered Into by it by virtue of this Scheme with effect from Appointed Date. The taxes or duties paid by, for, or on behalf of the Demerged Undertaking relating to the period on or after the Appointed Date respectively shall be deemed to be the taxes or duties paid by the Resulting Company and shall be entitled to claim credit or refund for such taxes or duties.

26.3. Any advance talC, self·assessment tax, minimum alternate tax and/or TDS credit available or vested with the Demerged Undertaking, including any taxes pa id and taxes deducted at source and deposited by Demerged Company pertaining to Demerged Undertaking on inter se transactions during the period between Appointed Date and the Effective Date shall be treated as tax paid by Resulting Company and shall be available to Resulting Company for set·off aga inst its liability under the Income Tax Act and any excess tax so paid sha ll be eligible for refund together with interest. Further, TDS deposited, TDS certificates issued or TDS returns filed by Demerged Company pertaining to the Demerged Undertaking on transactions other than inter se transactions during the period between Appointed Date and the Effective Date shall cont inue to hold good as if such TDS amounts were deposited, TDS certif icates were issued and TDS returns were filed by Resulting Company. Any TDS deducted by, or on behalf of, Demerged Company pertaining to the Demerged Undertaking on inter se t ransactions will be treated as tax deposited by Resulting Company.

26.4. Transfer and vesting of Demerged Undertaking on a going concern basis in terms of the Scheme is not a sa le in the course of business.

26.5. With effect from the Effective Date, the Resulting Company shall carryon and shall be authorized to carryon the business of the Demerged Undertaking. For the purposes of giving effect to the order of the National Company law Tribunal registering and confirming the Scheme, the Resulting Company shall at any time pursuant to such orders be enti tled to get the recordal of the change in the lega l right(s) upon the Demerger of the Demerged Undertaking in accordance with the provisions of Section 230 to 232 read with Section 66 of the Act. The Resulting Company is and shall always be deemed to have been authorized to execute any pleadings, applications, forms et c. as may be required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of the Scheme.

27. Severability

Scheme.

Further, each part shall be severable from the remainder of this Scheme and the Scheme shall not be affected if any part / provision of this Scheme is found to be unworkable for any reason whatsoever unless the delet ion of such part / provision shall cause this Scheme to become materially adverse to Demerged Company or Resulting Company, in which case either Demerged Company or Resulting Company sha ll attempt to bring about a modification in this Scheme or cause such part to be null and void, including but not limited to such part / provision.

In the event of any inconsistency between any of the terms and conditions of any earlier arrangement amongst the Demerged Company and the Resulting Company and their respective shareholders and/or creditors, and the terms and conditions of this Scheme, the latter shall have overriding effect and shall prevai l.

28. Costs

28.1. In the event of the Scheme failing to take effect, the Scheme shall become null and void and each party shall bear and pay its respective costs, charges and expenses for and/or in connection with the Scheme.

28.2. All costs, charges and expenses (including, but not limited to, any taxes and duties, stamp duty, registration charges, etc.) of /payable by the Demerged Company and the Resulting Company in relation to or in connection with the Scheme and of carrying out and complet ing the terms and provisions of the Scheme and/or incidental to the completion of the Scheme shall be borne and paid solely by the Resulting Company.

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