Intimation with respect to Modification in Resolution Plan

Regd. & Corporate Office: VO-838, We work Vaswani Chambers, 2nd Floor, 264-265, Dr. Annie Besant Road, Shivaji Nagar, Municipal Colony, Worli, Mumbai – 400025/30. Mobile: 9320015747, E-mail: cfo@vxl.net, website: http://www.vxli.net CIN: L85110MH1986PLC272426 Company under Corporate Insolvency Resolution Process vide order of Hon’ble NCLT, Mumbai Bench passed on 26th Nov 2024 Date: October 26, 2026 BSE Limited Phiroze Jeejeeboy Towers Dalal Street, Mumbai – 400 001. Scrip Code: 517399 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Approval of Modified Resolution Plan by the Hon’ble National Company Law Tribunal. Dear Sir/Madam, This is with reference to the Company's disclosure dated September 10, 2026, regarding the approval of the Resolution Plan by the Hon’ble National Company Law Tribunal, Mumbai Bench-I (“Hon’ble NCLT”), under Section 31 of the Insolvency and Bankruptcy Code, 2016 (“IBC”), in respect of VXL Instruments Limited (“Company”/“Corporate Debtor”), and the subsequent disclosure dated October 15, 2026, regarding the filing of an application under Section 60(5) of the IBC seeking modification of the order passed by the Hon’ble NCLT approving the Resolution Plan. In this regard, we wish to inform you that the Hon’ble NCLT has approved the Modified Resolution Plan in respect of the Company. A copy of the order passed by the Hon’ble NCLT approving the Modified Resolution Plan is enclosed herewith for your information and records. Thanking you. For VXL Instruments Limited (Under Implementation of Resolution Plan) Jayanti Lal Jain Chairman of Monitoring Committee Registration No: IBBI/IPA-001/IP-P-01792/2019-2020/12845 AFA Valid till 30th June 2027 Address: 708, 7th Floor, Raheja Centre, Nariman Point, Mumbai City, Maharashtra, 400021 Email: jljain.ip@gmail.com; cirpvxlil@yahoo.com NATIONAL COMPANY LAW TRIBUNAL COURT ROOM NO. 1, MUMBAI BENCH Item No. 05 (NEW IA/CA) IA(I.B.C)/4497( MB)2026 In C.P. (IB)/570(MB)2024 CORAM: SH. PRABHAT KUMAR SH. SUSHIL MAHADEORAO KOCHEY HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) ORDER SHEET OF THE HEARING ON 16.10.2026 NAME OF THE PARTIES: IA(I.B.C)/4497( MB)2026 Consortium of NG Organics Private Limited & Nitinbhai Govindbhai Patel VS 1.Jayanti Lal Jain Chairman of Monitoring Committee of VXL Instruments Limited. IN THE MATTER OF Kapishvar Silicates Pvt Ltd Vs VXL Instruments Limited. Section 7 & 60(5) of the Insolvency and Bankruptcy Code, 2016 /Rule 11 ORDER IA(I.B.C)/4497( MB)2026 1) Adv. Nipun Singhvi a/w Adv. Pragati Tiwari for the Applicant are present. Adv. Aniruth Purusothaman G. for the R1 and Adv. Rohan Agarwal a/w Adv. Pratik Pandey for the R2. 2) The present Interlocutory Application is filed by Consortium of NG Organics Private Limited & Nitinbhai Govindbhai Patel, Applicant/Successful Resolution Applicant) under section 60(5) of the Insolvency and Bankruptcy Code, 2016 read with Rule 11 of the National Company Law Tribunal Rules, 2016, seeking following relief:- a. To allow the present Application; b. To take on record and approve the Modified Resolution Plan annexed as ANNEXURE H, being the Resolution Plan dated 16.05.2025 modified only to the extent required for implementation without giving effect to the merger as part of the present implementation mechanism; c. To declare that the modifications in ANNEXURE H are consequential / implementation modifications contemplated by Clause 20.4 and do not alter the Total Bid Value, stakeholder entitlements, priorities or implementation timelines; d. To direct that the Resolution Plan approved by order dated 09.09.2026 be implemented together with the modifications approved in the present Application: e. To pass such other and further orders as this Hon'ble Tribunal may deem fit. 3) The Applicant is the Successful Resolution Applicant ("SRA"), namely the Consortium of NG Organics Private Limited and Nitinbhai Govindbhai Patel, whose Resolution Plan dated 16.05.2025 was approved by the CoC with 100% voting share and thereafter by this Tribunal by order dated 09.09.2026 in IA(IBC) (Plan) No. 69/MB/2025 in CP(IB) No. 570 of 2024. 4) The approved Plan provided for the merger of NG Organics Private Limited with VXL Instruments Limited as part of the implementation structure. Paragraph 43(m) of the Approval Order directed that the merger be subject to the prescribed procedure under the Companies Act, 2013. In view of this, it is submitted that the merger-dependent implementation clauses became incapable of operating in their original form. 5) The Applicant SRA states that it has now elected not to proceed with the merger at all. Under the original implementation structure, NG Organics Private Limited was to merge into VXL Instruments Limited, and the Corporate Debtor's shares were thereafter to be issued/allotted to the shareholders of NG Organics Private Limited. Since the Approval Order requires the merger to be undertaken separately in accordance with the Companies Act, 2013, the SRA no longer wishes to pursue that merger. Accordingly, each clause-wise amendment in the Modified Resolution Plan is limited to the consequential removal of the merger mechanism and does not disturb the financial or commercial terms approved by the CoC. 6) The Applicant has therefore placed a limited Modified Resolution Plan under Clause 20.4 of the approved Plan for this Tribunal's approval, and the erstwhile CoC is stated to have no objection if the same is allowed by this Tribunal. It is stated that the Modified Resolution Plan does not alter the Total Bid Value of Rs. 7 crores, creditor entitlements, priorities or implementation timelines; it merely substitutes a workable implementation mechanism without a merger. 7) It is further stated that, to demonstrate its bona fides, financial capability, and continuing commitment to implementing the approved Resolution Plan, the SRA funded the entire consideration contemplated under the Plan. The balance sum of Rs. 5.59 crores was remitted on 19.09.2026, bringing the aggregate amount funded to Rs. 7 crores. Before remittance, the SRA had requested that the balance amount be placed in an escrow account and that the Chairman/RP furnish a specific written undertaking that the funds would remain intact and not be distributed pending approval/clarification by this Tribunal. The escrow proposal was not accepted; instead, the Monitoring Committee requested the SRA to deposit the amount in the CIRP Designated Bank Account. The SRA nevertheless deposited the entire amount to preserve the timelines and demonstrate its bona fides. 8) The SRA also requested the Resolution Professional to take the necessary steps to place the proposed modifications before the competent stakeholders and to move the Tribunal. The RP, however, maintained that any fresh clarificatory application had to be filed by the SRA itself. Accordingly, the SRA has been constrained to move the present Application. 9) The Applicant further states that, at the third Monitoring Committee meeting held on 25.09.2026, the proposed modifications were discussed by the Monitoring Committee/representative of the erstwhile CoC; no objection was expressed to the modifications proposed by the SRA, and it was stated that the Monitoring Committee had no power or jurisdiction to approve or reject a modification to an already approved Resolution Plan, and that such approval could only be sought from this Tribunal. 10) It is further stated that the RP expressly declined to file the clarification/modification application and maintained that the SRA itself was required to approach this Tribunal. Accordingly, the present Application has been filed by the SRA. Since the SRA was not arrayed as a party to the original Plan Approval Application filed by the RP, the SRA has impleaded the RP/Chairman of the Monitoring Committee and the representative of the erstwhile CoC as Respondents, so that all persons materially [Showing first 8,000 characters — download PDF for full document]