November 17, 2025

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. Scrip Code: 512008

To,

National Stock Exchange of India Limited Exchange Plaza, 5th floor, Plot no. C/1, G Block, Bandra Kurla Complex, Mumbai-400051. NSE Symbol: EFCIL

Sub.: Submission of Certified Copy of Order regarding Scheme of Arrangement.

Dear Sir/Ma'am,

This is further to our disclosures dated July 20, 2023, September 15, 2025, October 15, 2025 November 12, 2025 and November 13, 2025 and other disclosures submitted in connection with the Scheme of Arrangement of EFC (I) Limited ("Transferee Company") and Whitehills Interior Limited ("Transferor Company"), and their respective shareholders and creditors ("the Scheme"), under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder.

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we to wish to inform you that the Hon'ble National Company Law Tribunal, Mumbai Bench ('Hon'ble NCLT'), in connection with Company Scheme Petition No. CP (CAA)/217/MB/2025 in CA (CAA)/184/MB/ had pronounced the order on November 11, 2025, and uploaded the order copy on website of Hon'ble NCLT on November 13, 2025 approving the aforesaid Scheme of Arrangement.

This is to inform you that the Company has received the certified true copy of the abovementioned order today i.e. November 17, 2025 and the same is enclosed herewith.

Kindly take the same on records.

Thanking You, For EFC (I) Limited Aman Gupta Company Secretary Aman Kumar Gupta Digitally signed by Aman Kumar Gupta Date: 2025.11.17 18:34:52 +05'30'

Encl.: As Above.

EFC (I) Limited

Regd. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007, Maharashtra I CIN: L74110PN1984PLC216407 Tel.: 02029520138 I Email Id: [email protected] I Website: www.efclimited.in

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I

CP (CAA) NO. 217/MB/2025 $\mathbf{I}$ CA (CAA) NO. 184/MB/2025

In the matter of the Companies Act, 2013;

AND

In the matter of Sections 230 to Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016;

AND

In the matter of The Scheme of Amalgamation Between

Whitehills Interior Limited

(Transferor Company)

And

EFC(I) Limited

(Transferee Company)

And their respective Shareholders and Creditors.

Whitehills Interior Limited [CIN: U26990PN2022PLC216228]

... First Petitioner Company

EFC (I) Limited [CIN: L74110PN1984PLC216407]

... Second Petitioner Company

Order delivered on 12.11.2025

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I

CP (CAA)/217/MB/2025 IN CA (CAA)/184/MB/2025

Coram:

Shri. Prabhat Kumar Hon'ble Member (Technical)		Shri Sushil Mahadeorao Kochey Hon'ble Member (Judicial)
Appearances:
For the Applicant(s)		Adv. Farhan Batatawala.
For Income Tax Department	$\mathbb{R}^n$	Adv. Ms. Disha Pandey.
For the Regional Director (WR)		: Mr. Bhagwati Prasad, Assistant Director.

ORDER

Heard the Ld. Counsel for the Petitioner Companies. Except $1.$ otherwise stated, neither objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions to the said Scheme.
$2.$ The present scheme is Scheme of Amalgamation (Merger by absorption) between Whitehills Interior Limited ("First Applicant Company" or "Transferor Company") and EFC (I) Limited ("Second Applicant Company" or "Transferee Company") and their respective shareholders and creditors ("Scheme") under Section 230(1) of the Companies Act, 2013 ("Act") read with Rules 3 and 5 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Rules").
1. Learned Counsel for the Petitioner Companies submits that the Scheme has been approved by the Board of the Directors of the Petitioner Companies vide board resolution(s) dated 20^th July 2023. The Appointed Date for the Scheme is 1^st April 2023.

$2|14$

IN TEE NAIIONAI COMPAI{Y LAW TRIBIJNAL MIJMBAIBENCH-I

e (cAA)/217 /MB/n25 IN cA(cAAr/IE4/MB/IUS

1. The Whitehills Interior Limited a company incorporated under the Companies Act, 2013 ot20.11.2022, has its registered office at 6th Floor, V.B. Capitol Building, Range Hill Road, Bhoslenagar, Shivajinagar, Pune - 411007, Maharashtra. The Company is engaged in the business of interior designing and related consultanry and products.
The Authorized Capital of the Transferor Company on tlre Scheme becoming effective shall be Rupees 10,00,000/-(Itrdian Rupees Ten Lakh Only) divided into 1,00,000 equity shares offace value of 10/ each. f,
The EFC @ Limited (Formerly known as Arnani Trading and Exports limited), company incorporated under the Companis5 46, 1956 on07.02.1984, has its registered office at 6th Floor, V.B. Capitol Building, Range Hill Road, Bhoslenagar, Shivajinagar, Pune - 411007, Maharashtra. The Company is engaged in the business of serviced office spaces, vimral offices, and related infrastructure servrces. 6
The Authorized Capital of the Transferee Company on the Scheme becoming effective shall be Rupees 25,00,00,000/-(Indian Rupees Twenty-Five Crore Only) divided into 12,50,00,000 equiry shares of face value 2/- each. 7
The shares of the Transferee Company are listed on BSE Limited on the Appointed Date and date on which Scheme was approved by the Board of Directors. Subsequently, the shares of the Transferee Company were also listed on the National Stock Exchange of India Limited in August 2025. The shares of Transferor Company are not listed on any Stock Exchanges. 8

IN TIIE NATIONAL COMPANY LAW TRIBUNAL MTJMBAIBENCU.I

⁹ The Petitioner Companies have filed their Memorandum of Association and Articles of Association as well as their audited financial statements for the year ended 31n March2025. The MOA reflects that the Companies are empowered to carry out arrangement between shareholders and creditors by way of merger / demerger.
1. Ld. Counsel for the Applicant Companies submits that the management of the Petitioner Companies believe that Amalgamation of the First Petitioner Company with Second Petitioner Company would have, inter alia, the following benefits:
(, The Transfaor Company is in the business in India as stated in clause A of the S&eme, the Transferor Cotnpania have decided to undettake amtlgamation of the busincss of the Transferor Company with the Transferee Company because of the businas lines whbh prexntly complimeta the Businessa of the Transferor company.
(i, The Promoter(s) / ultimate bettefuiaty owtter of all the Compania are same. A,fter the amalgamation, the promotm will give attd deyout mole time to look arter thc day to day activities of the Company. 77te Shareholdm / Diredon are mainly common for both the Transferee and Transferor Companies. The Transferee company prextttly holding 51% of the issued and paid up capital of thc Transferor Company.
(ii) The Amalgamation is in line with the Transferee Company's strategy to build a sustainable and proftable businas in India. The Transferor Company and the Transfaee Company expea signifcant synergies through supply chain opporanities and operational improvemettts, goto-markzt and distibution netwolk optimbation, scale fficietcia in cost areos such as marketing, and optimization of owrlapping infrastruaure.
(iv) It would be adrantageous to mmbine the o ons of the

.rl14

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I

CP (CAA)/217/MB/2025 CA (CAA)/184/MB/2025

all the companies into a single Company for synergistic linkages and the benefit of combined financial resources. This will be reflected in the profitability of the Transferee Company.

Amalgamation of the Transferor Company with the Transferee $(\nu)$ Company will also provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, the merger will enable optimal utilization of existing resources and provide an opportunity to fully leverage strong assets, capabilities, experience, expertise and infrastructure of both the companies. The merged entity will also have sufficient funds required for meeting its working capital needs and other purposes raised as provided for in the scheme.
(vi) The Scheme of arrangement will result in cost saving for both the companies as they are capitalizing each other's core competency and market which is expected to result in higher profitability levels and cost savings for the Amalgamated Company.
(vii) The Accumulated Losses of the transferor company (if any), will be absorbed with the profits of the merged entity as per the provisions of the Income Tax Act. 1961.

The Amalgamation is in accordance with the Section 2(IB) of the Income Tax Act, 1961 and the Transferor Company as well as the Transferee Company will be able to avail of the benefits available under the Income tax Act, 1961 and any other provisions applicable and available under the Indian laws.

(viii) The Amalgamated Company will have the benefit of the combined resources of Transferor and Transferee Companies i.e. Reserves, investments, goodwill, manpower, finances, customers, distributors, brands etc. at its disposal for meeting its requireme

(ix) Transferor as well as Transferee Company share common fundamental management philosophies viz. better corporate Transparency and better Governance. The Companies also share common corporate values.
It is further submitted that the Amalgamation is in the interest of the 11. shareholders, creditors and all other stakeholders of the respective Petitioner Companies and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.
The Consideration for the Scheme determined by a Valuation Report 12. dated 20.07.2023 issued by Mr. Bhavesh M. Rathod, Registered Valuer, using the Discounted Cash Flow method is as under:

"the Second Applicant Company shall issue 385 fully paid-up equity shares of ₹2 each for every 1 fully paid-up equity share of ₹10 each held in the First Applicant Company."

A 'Fairness Opinion' dated 20.07.2023, issued by Navigant Corporate Advisors Limited (SEBI Reg. No. INM000012243), supports this valuation. It is submitted that, pursuant to a 1:1 bonus issue approved on 12.02.2025, the ratio was adjusted, and accordingly, 3,77,30,000 equity shares shall be allotted to eligible shareholders (excluding shares held inter se). A certificate issued has been issued by the statutory auditor of the Second Petitioner Company supporting this issue of shares.

The Learned Counsel for the Petitioner Companies states that the 13. Second Petitioner Company being a listed company on BSE Limited, had submitted an application to the stock exchange i.e. BSE Limited on 3^rd August 2023, seeking No-objection Certificate from the stock exchange and SEBI in respect of the draft Scheme with 1^st April 2023 as Appointed Date. The No-objection letter was received by the

$6|14$

IN TEE NATIONAL COMPANT LAW TRIBIJNAL MTJMBAI BENCII.I

cP (cAAl/217 /MB/2t25 IN cA(cAA)/t8lfMB/2oz'

Second Petitioner Company on th May 2025 read with reyised letter dated 136 May 2025 from BSE Limited approvitrg the Scheme and confirming the Appointed Date of 1't April 2023. Subsequently, the equity shares of the Second Petitioner Company were also listed on National Stock Exchange of India Limited C'NSE') w.e.f. ²⁰⁶ August2025.

'1.4. Leamed Counsel for the Applicant Companies submis that the Petition has been filed in consonance with the order dated I 16 August 2025, passed by this Tribunal n C.A.(CAA)/184/MB/2025 and the Petitioner Companies have complied with all the requirements as per the directions of this Tribunal. The Petitioner Companies shall comply with all statutory requirements, if any, as required under the Act and rules and Regulations made thereunder.
1. The Applicant companies have no investigation proceedings have been instiruted arrd/ or are pending against them under Sections 210- 217,219,220,223,224,225,226 &227 of the Companies Aa, 2013. There are no ongoing adjudications arrd. / or recovery proceedings and / or pending litigations and / or prosecutions initiated and / or enforcement actions against them. It is also submitted that there is no ongoing adjudication, recovery proceedings, pending litigations, prosecution initiated and / or any other enforcement action against the Promoten and / or Directo\$ of the Petitioner Companies as per the audit report and the Regional Director's (RD) Report.
1. The Statutory Auditors of the Second Petitioner Company have examined the Scheme in terms of provisions of Section 230- 232 arld certified that the accounting ffeatment contained in the Scheme is in compliance with the applicable accounting standard specified under section 133 of the Companies Act

t' I lt

IN THE NAIIONAI COMPAI{Y LAW TRIBI.'NAL MI,JMBAIBENCH.I

1. The Regional Director has filed his Report dated 28e October, 2025 making certain observations and the Petitioner Companies have, vide the Affidavit in Reply to the Report of the Regional Dfuector, submitted,z undertaken tlat:
i. The valuation was undertaken by independent valuer based on the intemationally accepted valuation standards and methods after proper evaluation of all the facts of the Petitioner Companies. A SEBl-registered Merchant Banker has also issued a fairness opinion affirming that the share exchange ratio is fair, reasonable, and compliant with applicable valuation standards.
ll At the time of approval of the Scheme by Board of Directors, the proposal for sub-division of shares (tlO to t2) of the Second Petitioner Company had not yet been approved by shareholders and was not legally effective and therefore the valuer rightly based the valuation otr the then-existing capital suucture.
llt The sub-division and bonus issue of shares subsequent to approval of the Scheme by Board of Directors is merely corporate action, having no impact on net worth, intrinsic value, or shareholder proportion. Further, while the issue of shares pursuatrt to cooversion of outstanding warrants was already factored into the valuation, the preferential allotment of shares to public investors was subsequent event not having bearing on the valuation.
lv The valuation basis remains unaffected by these events. The Stock Exchange and SEBI have duly considered such corporate actions and granted No Objection Certificates and approvals. Further adequate disclosures have been ma shareholders

EI'E-SCNE aiBHi4tEr #c:Alxait ;?iffi

IN THE NATIONAI COMPANYLAW TRIBIJNAI MTJMBAI BENCII.I

and approval of shares including public shareholders has been obtained in relation to the Scheme.

The pending charges pertains to the bank guarantees availed in ordinary course of business which were already disclosed in the petitioner. There are no secured creditors/ oustanding secured liability of the First Petitioner Company.
v1 Petitioner Companies shall comply with provisions of secfion 232(3)(1) of the Companies Act, 2013 and the fee, if any, paid by the First Petitioner Company on its authorized capital shall be set-off against any fees payable by the Second Petitioner Company on its authoized capital subsequent to the amalgamation. Companies and the remaining fee, if any shall be paid by ttre Second Petitioner Company.
vll The Petitioner Companies shall pass necessary accounting entries in connection with the Scheme as per Ind-AS103 for accounting treatment, to the extent applicable as well as lnd-AS 8 etc., to the extent applicable.
v1u The Scheme eoclosed to the Company Application and Company Petition are one and the same and there is no discrepancy, or no change is made.
lx The Scheme was approved by their Board on 20d July 2023 with an Appointed Date of I Aprn2023, which was within one year of the Board approval and thus complied with MCA Circular F. No.7 /72/2019/CL-I dated2l* August 2019. The delay in filing the Scheme before the Tribunal arose due to the prolonged approval process by SEBI and BSE, whose final approvals were received only on 136 May 2025. The Appo not ante-

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IN TIIE NATIONAI COMPANY LAW TRIBI]NAL MIJMBAIBENCH-I

cP (cAA)/217 /MB/2025 IN cA(cAA)/r8/l/]MB/2025

dated, and the shareholders, includiag majority public shareholders, approved the Scheme on 15 September 2025 with the same Appointed Date. Accordinely, the Appointed Date of 1 Aprn2023 is justified, in public interest, and fully compliant with the MCA Circular.

x. The Petitioner Companies shall comply with the directions of the Income Tax Department and GST Department, if any, directions of the concemed sectoral Regulatory, if so required and comply with the observations pointed out by BSE Limited in its letter dated l3th May 2025 as well as comply with the provisions of SEBI (Listing Obligations and Disclosures) Regulations, 2015.
xl The First Petitioner Company is not required to file the Form BEN - 2 as there is no individual who owns more than 50% stake in the shareholder of the First Petitioner Company. The Petitioner Companies shall comply with Section 90 of the Companies Act, 2013 and the related Rules, as amended from time to time.
1. The Deputy Commissioner of Income Tax Circle I (l) Pune C'DCIT") has filed an affidavit dated 23'd September 2025 mattng certain observations and the Petitioner Companies have, vide the Affidavit in Reply to the affidavit of the DCIT, undertaken:
That all proceedings pertaining to the Transferor Company and Transferee Company shall be continued against the Transferee Company and ttre Scheme is without prejudice to the rights of the Income-tax department and the Income-tax departrnent shall be free to proceed against the Transferee Co y for all a

IN Tm NATIONAL COMPAT.IY I-AW TRIBIJNAL MI,JMBAIBENCH-I

proceedings .

b. The Income Tax Departrnent shall be at liberty to examine and determine any tax liabilities arising from the Scheme and may take appropriate action under applicable tax laws. The rights of the Income Tax Authorities to raise or pursue any future tax demands against the Transferee Company shall remain unaffected by the sanction of the Scheme.
c. The merger will not in any manner afFect the ability of the Petitioner Companies for payment of taxes that are due in accordance with the Income-tax Act and the same shall be paid in accordance with the Income-tax Act.
d. The outstanding demand shall remain unaffected by the proposed amalgamation, as the Transferee Company shall continue to be liable for the same in accordance with law. The implementation of the Scheme will not, in any manner, alter, prejudice, or impact the righa of the Income Tax Department in respect of recovery or enforcement of the said demand.
e The re are no investigation proceedings pending against it.
1. The Official Liquidator, after examining the records, has reported that the affairs of the Transferor Company were conducted in a proper manner and not in a manner prejudicial to the public interest or the interest of creditors.
1. We have perused the submissions made by the Petitioner Companies and the report submitted by the RD, Registrar of Companies @oC) and DCIT as well as OL. The Petitioner Companies will comply with

IN TIIE NATIONAL COMPANY LAW TRIBI]NAL MIJMBAIBENCE.I

all the undertakings given by them in their reply filed to the ROC, RD and DCIT as well as OL.

21.. No objections have been received from any statutory authority. Accordingly, the Scheme is deemed to be unopposed.
1. The Learned Counsel for the Paitioner Companies submit that there is no winding up petitions or petitions under the Insolvency and Bankruptcy Code, 2016 admitted against any of the Petitioner Companies.
1. From the material on record, the Scheme annexed as Annexure M to the Company Scheme Petition appea\$ to be fair and reasonable and is not violative ofany provisions oflaw and is not contrary to public policy.
1. Since all the requisite statutory compliances have been fulfilled, the said Company Scheme Petition C.P.(C.A.A)/217/MB/2025 n C.A.(C.A.A)/184/MB/2025 is made absolute in terms of the prayer clauses of the said Company Scheme Petition. It shall be binding on the Petitioner Companies involved in the Scheme and all concemed, including their respective Shareholders, Creditors, Employees andlor any other stakeholders concerned.
1. The Second Petitioner Company shall issue 3,77,30,000 equity shares to the shareholders of the First Petitioner Company for discharge of consideration as mentioned in the Petition.
The Transferor Company be dissolved without winding up. 26
The Income Tax Department will be at libeffy to examine the aspect of any tax payable as a result of this Scheme and it shall be open to the Income Tax Authorities to take necessary 27 with, in

12l l{

IN TIIE NATIONAL COMPANY LAW TRIBUNAL MT'MBAIBENCH.I

@ (cAAr/217 /},B/2025 IN cA (CAA)/184/MB/2025

relation to tax or any other kind of obligations of Transferor Company against the Transferee Company, as permissible under the Income Tax Laws.

1. Needless to say, all liabilities accnring in the transferor company(s) shall be transferred to the Transferee Company, however, the liabilities in respect of ofences committed under this act by the officers in default, of the transferor company prior to its merger, amalgamation or acquisition shall continue after such merger, amalgamation or acquisition as provided in Section 240 of the Companies Act,2013.
1. The Petitioner Companies are directed to file a certified copy of this Order along with the Scheme duly authenticated,/certified by the Desipated Registrar of National Company Law Tnibunal, Mumbai Bench, with the concemed Regisuar of Companies, electronically in e-form INC-28 within 30 (thirry) days from the date of receipt of the certified copy of this Order along with ttre Scheme.
1. This Order should not, in any way, be construed as an Order granting exemption from payment of stamp duty, taxes or other charges, if any, and payment in accordance with law or in respect of any permission or compliance with other requirements which may be specifically required under any law.
1. The Petitioner Companies to lodge a certified copy of this Order and the Scheme duly authenticated by the Designated Registrar of National Company Law Tribunal, Mumbai Bench, with the concemed Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of the Certified copy of the Order from the Regstry;

¹³ll{

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I

CP (CAA)/217/MB/2025 ${\rm I!N}$ CA (CAA)/184/MB/2025

1. Ordered accordingly. The captioned Company Petition i.e., C.P. (C.A.A.)/217/MB/2025 in C.A.(C.A.A.)/184/MB/2025 is allowed in the above terms and disposed of.
1. File to be consigned to records.

$Sd$ /-

Prabhat Kumar Member (Technical) $Sd$ /-

Sushil Mahadeorao Kochey Member (Judicial)

***

Date of Application 13/11/2025
Number of Pages __ 14
Fee Paid Rs. 70 Applicant called for collection copy on 17/11 225
Copy prepared on 17/11/2025
Copy Issued on $171177047$ HARRY.
ssistant Registrar

National Company Law Tribunal Mumbai Bench

SCtlEllE OF AIIALGAIIIIITIOII

I,lerger by A.bsorption

Erc G) LIMITED

Transferee Company

WHITB]T I q JMTERIOR UMITED

Tnnsfuror Comparry

AND

THAR RESPECTIVE SHAREHOLDERS AND CREDITORS

A. Description of Parties

WHITEHILLS II{TERTOR LIMITED (CIl{ U26990PN2022PLC216228) is ^a publlc company, limited by shares, inoorporated under t)e Companies Act, 2013, under corpoGte identification number U2699OPN2O22PLCZA6228 and having its registered office at 6n Floor, VB Capitol Building, Range Hill Road, Mahamshtra, india) (hereinafter refened to as the Yransferor CompanyJ.

The Transferor Company is pdmarily engaged in tie business of interior designing, interior designing consultanqy, manufacbrers, assembling, reassembling, repairing, impofting, exporting, selling, buying, exchanging, alte.ing, leting on hire, distibuting or dealing in all kinds of ceramic items for homes and omces, curtains, panel products, household utensils, china and glass goods, floorings. wallpapers, kitchenware, carpets and other decorative and utility iterns etc.

EFC (l) UMrTED (Formerly known as Amani Trading and Exports UmiH) glt rl Y; is a public listed company/ limited by shares, incorporated under the Companies registercd office at 6ft Boor, VB Capitol Euilding, Range Hill Road, Maharashtra, s 1956, under corporate identification number L7411oPN1984PLC216407 and having (hereinafter refened to as the "Transfuree Company'). The equity shares of Transferee Company are listed on tfle Bombay Exchange,

The Transferee Company is engaged, inter alia, in the business of developing, buying, selling or renting out eMced ard virtual ofRce space, meeting rooms. office equipmenE, sipr?ge facilities, softi /are development centers, nehryork infrastnrcture, business executive suites, ng sPace and any other

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infrastructure projects including software parks, health care centers and business of software development, web site development, training, exporting, importing, buving, selling, distributing or otherwise deal in any other manner in computer software, computer programming, system software, data processing, data entry data warehousing, systems, software procedures, peripheral products, to commercialize the results in the areas of software engineering, generating technology, software development, and methodology.

B. Description of Scheme

1. This Scheme (as defined hereunder) provides, inter alia, for:
a. the amalgamation of the Transferor Company into the Transferee Company, by way of merger by absorption and dissolution of the Transferor Company without winding up and the consequent issuance of the Transferee Company Shares (as defined hereunder) in accordance with the Share Exchange Ratio (as defined hereunder) to the Eligible Members (as defined hereunder), in respect of each Transferor Company Share (as defined hereunder) held by them in accordance with this Scheme ("Amalgamation");
b. The Transferor is a subsidiary company of the Transferee Company, 51% of the issued and paid up capital of the company is held by the Transferee company and 49% of the issued and paid up capital of the company is held by the promoter(s) of the Transferee Company.
c. The Promoter of Transferee company also the Promoter of the Transferor company.
d. various other matters incidental, consequential or otherwise integrally connected therewith, including the increase in the share capital of the Transferee Company.
e. pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in this Scheme and in compliance with the provisions of the IT Act (as defined hereunder).
1. The Amalgamation of the Transferor Company into the Transferee Company shall be in full compliance with the conditions relating to "amalgamation" as provided under Section 2(1B) and other related provisions of the IT Act such that, inter alia:
(i) all the properties of the Transferor Company, immediately before the Amalgamation, shall become the properties of the Transferee Company, by virtue of the Amalgamation;

(ii) all the liabilities of the Transferor Company, immediately before the Amalgamation, shall become the liabilities of the Transferee Company, by virtue of the Amalgamation; and
(iii) shareholders of the Transferor Company will become shareholders of the Transferee Company by virtue of this Amalgamation.

C. Rationale for the Scheme

$\begin{split} \text{1.1.1311.} & \text{1.131.131.} \text{1.131.} & \text{1.131.} \text{1.131.} \ \text{1.1.131.} & \text{1.131.} \text{1.131.} & \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \text{1.131.} \$

1. The Amalgamation of the subsidiary company into the Holding Transferee company pursuant to this Scheme would, inter alia, have the following benefits:
(i) The Transferor Company is in the business in India as stated in above in clause A, the Transferor Companies have decided to undertake amalgamation of the business of the Transferor Company with the Transferee Company because of the business lines which presently compliments the Businesses of the Transferor company.
(ii) The Promoter(s)/ ultimate beneficiary owner of all the Companies are same. After the amalgamation, the promoters will give and devout more time to look after the day to day activities of the Company. The Shareholders/ Directors are mainly common for both the Transferee and Transferor Companies. The Transferee company presently holding 51% of the issued and paid up capital of the Transferor Company.
(iii). The Amalgamation is in line with the Transferee Company's strategy to build a sustainable and profitable business in India. The Transferor Company and the Transferee Company expect significant synergies through supply chain opportunities and operational improvements, go-to-market and distribution network optimization, scale efficiencies in cost areas such as marketing, and optimization of overlapping infrastructure.
(iv) It would be advantageous to combine the activities and operations of the all the companies into a single Company for synergistic linkages and the benefit of combined financial resources. This will be reflected in the profitability of the Transferee Company.
(v) Amalgamation of the Transferor Company with the Transferee Company will also provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, the merger will enable optimal utilization of existing resources and provide an opportunity to fully leverage strong assets, capabilities, experience, expertise and infrastructure of both the companies. The merged entity will also have sufficient funds required for meeting its working capital needs and other purposes raised as provided
for in the scheme.
For EFC ( $\downarrow \downarrow$ LIMITED for in the scheme.

Authorised Sighatory L'ÀS INTERIOR LIMITED Authorised Signatory

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saving for both the (vi) The Scheme of arrangement will companies as they are capitalizing each other's core competency and market which is expected to result in higher profitability levels and cost savings for the Amalgamated Company.
(vii) The Accumulated Losses of the transferor company (if any), will be absorbed with the profits of the merged entity as per the provisions of the Income Tax Act, 1961.

(viii) The Amalgamated Company will have the benefit of the combined resources of Transferor and Transferee Companies i.e. Reserves, investments, goodwill, manpower, finances, customers, distributors, brands etc. at its disposal for meeting its requirements.
(ix) Transferor as well as Transferee Company share common fundamental management philosophies viz. better corporate Transparency and better Governance. The Companies also share common corporate values.
1. This Scheme is divided into the following parts:
a. Part I, which deals with the introduction and definitions, and sets out the share capital of the Transferor Companies and the Transferee Company;
b. Part II, which deals with the Amalgamation;
c. Part III, which deals with the changes to share capital of the Transferor Company and the Transferee Company; and
d. Part IV, which deals with the general terms and conditions applicable to the Scheme.

PART-I

Definitions

1. In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the following meaning:
a. "Act" shall mean the Companies Act, 2013 as amended from time to time, and shall include any other statutory re-enactment thereof, read with all/ surviving and applicable provisions of the Companies Act, 1956 and shall

WHITEHILLS INTERIOR LIMITED EFC (I) LIMITED ٥x

Authorised SignatoryAuthorised Signatory

$(0)$

MBAI BE

$0C430$

include all rules, regulations, circulars, notifications, guidelines made or issued in relation thereto, from time to time;

b. "Amalgamation" means amalgamation by absorption of the subsidiary company into the Holding company. Amalgamated company or merged company has the same meaning;
c. "Applicable Law" shall mean any applicable law, statute, ordinance, rule, regulation, guideline or policy having the force of law, of any Governmental Authority;
d. "Appointed Date" shall mean April 01, 2023;

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e. "Board" in relation to any company, means the board of directors of such company and shall, where applicable, include a duly authorised committee of the Board;
f. "CCI" means the Competition Commission of India, as established under the Competition Act, 2002;
g. "Effective Date" means the date of the Board meetings of the Transferor Company and the Transferee Company held to declare this Scheme effective, which will be no later than 15 (Fifteen) days (unless extended by mutual written agreement between the Transferor Company and the Transferee Company), following satisfaction or waiver to the extent possible under Applicable Laws and the date when the Registrar of Companies registers the NCLT Order approving the scheme of amalgamation.

References in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" shall mean the Effective Date;

h. "Eligible Member" shall mean each person whose name appears in the register of members of the Transferor Company and/ or whose name appears as the beneficial owner of the Transferor Companies Shares in the record of depositories or the registered of members or on the Record Date/

Signatory)

i. "Encumbrance" or "Encumber" means any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other right to acquire or option, any right of first refusal or any right of pre-emption, or any agreement or arrangement to create any of the same;
j. "Governmental Authority" means: (a) any national, federal, provincial, state, city, municipal, county or local government, governmental authority) LIMITED

Authorised Signatory

RIOR NIMITEDrised

or political subdivision thereof; (b) and enable instrumentality of any of the authorities, SEBI (c) any non-governmental regulatory or administrative authority, body or other organization, to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organization have the force of law; or (d) any court or tribunal having jurisdiction and including, without limitation or prejudice to the generality of the foregoing, SEBI, the RBI, CCI, the NCLT and any Tax authority:

k. "Governmental Order" means any judgment, order, writ, injunction, decree, decision or other requirement of any Governmental Authority (or, as the context requires, any Governmental Authority specified) other than any competition or anti-trust authority other than the Competition Commission of India;
I. "Holding Company" means EFC (I) Limited (L74110PN1984PLC216407) and having its registered office at 6TH Floor, VB Capitol Building, Range Hill Road, Maharashtra, India and Listed at Bombay Stock Exchange.
m. "IT Act" shall mean the Income Tax Act, 1961 or any modifications or reenactments or amendments thereof from time to time:
n. "NCLT" shall mean the National Company Law Tribunal at Mumbai, Maharashtra;
o. "Record Date" shall mean the date fixed by the respective Board of the Transferor Company and Transferee Company for the purpose of determining the shareholders of the Transferor Company to whom the Transferee Company's Shares shall be allotted under this Scheme;
p. "Scheme" means this scheme of amalgamation by way of merger by absorption including any modification or amendment hereto, made in accordance with the terms hereof between the holding and subsidiary company;
q. "SEBI" means the Securities and Exchange Board of India;
r. "SEBI Listing Regulations" means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and shall include any statutory modification, amendment, and re-enactment thereof for the time being in force or any act, regulations, rules, guidelines etc., that may replace such regulations;
s. "SEBI Scheme Circular" means the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI Circular dated March 10, 2017, bearing reference number CFD/DIL3/CIR/2017/21, as amended or replaced from time to time;\

WHITEHILLS INTERIOR LIMITED Or EFO (I) LIMITED

Authorised Sigraw Morised Signatory

केम्पनी

MUNISAI BEN

⇘ $M$

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t. "Share Exchange Ratio" shall have the meaning ascribed to it in Clause $16.9:$
u. "Stock Exchange" shall mean the Bombay Stock Exchange (BSE);
v. "Tax" or "Taxes" means any and all taxes (direct or indirect), surcharges, fees, levies, duties, tariffs, imposts and other charges of any kind in each case in the nature of a tax, imposed by any Governmental Authority (whether payable directly or by withholding), including taxes based upon or measured by income, windfall or other profits, gross receipts, property, sales, severance, branch profits, customs duties, excise, CENVAT, withholding tax, self-assessment tax, advance tax, service tax, goods and services tax, stamp duty, transfer tax, value-added tax, minimum alternate tax, banking cash transaction tax, securities transaction tax, taxes withheld or paid in a foreign country, customs duty and registration fees (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto).
w. "Transferee Company" means EFC (I) Limited;
x. "Transferee Company Shares" means fully paid-up equity shares of the Transferee Company, each having a face value of INR 2 (Rupee Two only) and one vote per equity share;
y. "Transferor Company" means Whitehills Interior Limited;
z. "Undertaking" means all the undertakings and entire business of the Transferor Companies, as a going concern, and shall include (without limitation):
(i) all assets and properties (whether movable or immovable, tangible or intangible, present or future, in possession or reversion, of whatsoever nature and wherever situate) of the Transferor Companies and investments of all kinds including but not limited to securities (marketable or not), securitized assets, receivables and/ security receipts, mutual fund investments, all cash and bank. balances(including cash and bank balances deposited with any banks or entities), money at call and short notice, loans, advances, contingent rights or benefits, reserves, provisions, funds, benefits of all agreements, lands, buildings, structures and premises, whether leasehold or freehold (including offices, warehouses, sales and / or marketing offices, liaison offices, branches, factories), work-inprogress, current assets (including sundry debtors, bills of exchange, loans and advances), fixed assets, vehicles, furniture, fixtures share of any joint assets, and other facilities;

uthorised Signatory WHITE R LIMITED Authorised Signalery

(ii) all permits, registrations, rights, entitlements, licenses, permissions, approvals, subsidies, concessions, clearances, credits, awards, sanctions, allotments, quotas, no-objection certificates, subsidies, Tax deferrals, Tax credits, (including any credits arising from advance Tax, self-assessment Tax, other income Tax credits, withholding Tax credits, minimum alternate Tax credits, CENVAT credits, goods and services Tax credits, other indirect Tax credits and other Tax receivables), other claims under Tax laws, incentives (including incentives in respect of income Tax, sales Tax, value added Tax, service Tax, custom duties and goods and services Tax), benefits, Tax exemptions, Tax refunds (including those pending with any Tax authority), advantages, benefits and all other rights and facilities of every kind, nature and description whatsoever; authorities, consents, deposits, privileges, exemptions available to the Transferor Companies, receivables, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, email, internet, leased line connections and installations, electricity and other services, provisions and benefits of all engagements, agreements, contracts, letters of intent, memorandum of understanding, cheques and other negotiable instruments (including post-dated cheques), benefit of assets or properties or other interest held in trust, benefit of any security arrangements, expressions of interest whether under agreement or otherwise, and arrangements and all other interests of every kind, nature and description whatsoever enjoyed or conferred upon or held or availed of by and all rights and benefits;

(iii) all contracts, agreements, memorandum of undertakings, memoranda of agreements, arrangements, undertakings, whether written or otherwise, deeds, service agreements, or other instruments (including all tenancies, leases, and other assurances in favour of the Transferor Companies or powers or authorities granted by or to it) of whatsoever nature along with any contractual rights and obligations, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible, and which are subsisting or having effect immediately before the Effective Date:
(iv) all intellectual property rights including patents, copyrights, trade and service names, service marks, trademarks, domain names and other intellectual property of any nature whatsoever, goodwill, receivables, belonging to or utilized for the business and activities of the Transferor Company;
(v) all records, files, papers, computer programs, software licenses, manuals, data, catalogues, quotations, sales and advertising

WHITEHILLS INTERIOR LIMITED or ER (I) LIMITED

Authorised Signatory Authorised Signatory

materials, lists of present and former customers, suppliers and employees, customer credit information, customer pricing information, and other records whether in physical or electronic form belonging to or held by the Transferor Company;

(vi) all present, and contingent future liabilities of the Transferor Company including all debts, loans (whether denominated in rupees or a foreign currency), term deposits, time and demand liabilities, borrowings, bills payable, interest accrued and all other duties, liabilities, undertakings and obligations (including any post-dated cheques or quarantees, letters of credit, letters of comfort or other instruments which may give rise to a contingent liability in whatever form); and
(vii) the Transferor Company Employees and the Employee Benefit Funds of the Transferor Company.

6. Share Capital

$6.1$ As on 31^st March 2023 the face value of each paid up share of the company was Rs. 10/- each. The Company carried out a corporate action of subdivision of the face value from Rs 10/- each to Rs. 2/- each per share.

The same was considered and approved by BSE notice bearing No. 20230810-53.

Considering the said facts, the capital of the company connected with the face value of the paid up and issued shares changed from Rs 10/- each to Rs. 2/- each per share.

Now giving effect to the same retrospectively, the share capital structure of the Transferee Company as March 31, 2023 is as follows:

Particulars	Amount (Rs.)
Authorised 5,00,00,000 equity shares of face value of Rs. 2/- each	10,00,00,000	ि of the COMPANY
Issued and Subscribed Share Capital 3,41,33,500 equity shares of face value of Rs. 2/- each.	6,82,67,000
Fully Paid-up Share Capital 3,41,33,500 equity shares of face value of Rs. 2/- Aach	6,82,67,000	VIIMBAL B

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(a) the corporate action of subdivision (record date was 18/08/2023) of one equity share of face value of Rs. 10/- each to one equity share of face value Rs. 2/- each and (b) complete conversion of warrants into equity shares of Rs. 2/- each post filing draft Scheme of arrangement to BSE Limited / SEBI and as on 06-12-2023 is as follow:

Particulars	Amount (Rs.)
Authorised
5,00,00,000 equity shares of face value of Rs. 2/- each	10,00,00,000/-
Issued and Subscribed Share Capital
4,11,79,370 equity shares of face value of Rs. 2/- each.	8,23,58,740/-
Fully Paid-up Share Capital
4,11,79,370 equity shares of face value of Rs. 2/- each.	8,23,58,740/-

The share capital structure of the Transferee Company considering proposed allotment of 1,88,65,000 equity shares of face value of Rs. 2 each in scheme of amalgamation with appointed date of 1st April, 2023 is as follows:

Particulars	Amount (Rs.)
*Authorised 5,05,00,000 equity shares of face value of Rs. 2/- each	10,10,00,000/-
Issued and Subscribed Share Capital 6,00,44,370 equity shares of face value of Rs. 2/- each.	12,00,88,740/-
Fully Paid-up Share Capital 6,00,44,370 equity shares of face value of Rs. 2/- each.	12,00,88,740/-

*The Company will take appropriate steps to increase the authorised capital of the Transferee company to accommodate the issue of shares through this scheme of Arrangement. The authorised capital also consists authorised capital of Rs. 10,00,000/- of transferor Company (to be merged with authorised capital of transferee Company under Scheme of Arrangement).

$6.2$ The share capital structure of the Transferor Company as on March 31, 2023 is as follows:

Particulars	Amount (Rs.)
Authorised
1,00,000 equity shares of face value of Rs.10/- each	10,00,000	ABA
Issued and Subscribed Share Capital
1,00,000 equity shares of face value of Rs.10/- each	10,00,000
Fully Paid-up Share Capital
1,00,000 equity shares of face value of Rs.10/- each	10,00,000
WHITEHILLS INTERIOR LWITED O U.	Authorised Signalory &	RECEIVED Autrocks as isolated

The equity shares capital of the Transferor Company is not listed on any Stock Exchange. There were no partly paid-up shares or convertible warrants pending for conversion.

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY INTO THE TRANSFEREE COMPANY

7. Transfer

With effect from the Appointed Date, the Transferor Company shall stand amalgamated into the Transferee Company and its Undertaking shall, pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act, be and stand transferred to and vested in the Transferee Company, as a going concern without any further act, instrument, deed, matter or thing so as to become, the undertaking of the Transferee Company by virtue of and in the manner provided in the Scheme.

8. Transfer of Assets

iii.

i. Without prejudice to the generality of Clause 7 above, with effect from the Appointed Date, all the estate, assets, properties, rights, claims, title, interest and authorities including accretions and appurtenances of the Undertaking, of whatsoever nature and wherever situate, whether or not included in the books of the Transferor Company shall, subject to the provisions of this Clause 8 in relation to the mode of vesting and pursuant to Sections 230 to 232 of the Act and without any further act, deed, matter or thing, be and stand transferred to and vested in or shall be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, the estate, assets, rights, claims, title, interest and authorities of the Transferee Company.
In respect of such of the assets of the Transferor Company as are movable ii. in nature or are otherwise capable of transfer by delivery of possession, payment or by endorsement and delivery, the same may be so transferred by the Transferor Company, and shall become the property of the Transferee Company with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act without requiring any deed or instrument of convevance for transfer of the same.
In respect of such of the assets belonging to the Transferor Company other

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than those referred to in sub-clause (ii) above, the same shall, as more particularly provided in sub-clause (i) above, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company with effect from (1) LIMITED

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the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act.

9. Contracts, Deeds, Licenses etc.

Upon the coming into effect of this Scheme and subject to the provisions i. of this Scheme, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible or for the obligations of which the Transferor Company may be liable, and which are subsisting or have effect immediately before the Appointed Date, shall continue in full force and effect on or against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or oblige thereto.
Without prejudice to the other provisions of this Scheme and Ħ. notwithstanding the fact that vesting of the Undertaking occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions of Part II of this Scheme, be deemed to be authorised to execute any such writings as a successor of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.
iii. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme and subject to Applicable Law, all consents, permissions, licenses, certificates// clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Company shall stand transferred to the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company, and the Transferee Company shall be bound by the terms thereof, the obligations and duties

iv. , and the rights and benefits under the same shall be available to the Transferee Company. The Transferee Company shall make approximations (1) LIMITED any Governmental Authority as may be necessary in this behalf.

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10. Transfer of LiabiliUes

i. Wittl eflbct from the Appointed Date, all debts, Iiabilities, loans raised and used, duties ard obligations of the Transferor Company, whether or not recorded in ib books ard records shall, under the provisions of ffiions 230 to 232 ard other applicable provisions, if any, of the Act, without any further act, instrument deed, matter or thing, be and sland transfened to and vested in and be deemed to be bansfened to and vested in the Transferee Company to the extent that they are outstandinq on the Appointed Date so as to become as and hom the Appointed Date the debts, llabilities, loans, obligations and duties of the Tmnsferee Company on the same terms and conditions as were applicable to the Transferor company and ttle Transferee Company shall meet, discharge and satsry the same and further it shall not be necessary to obtain the consent of any third party or other person who is a party to any con!-ad or armngement by virtue of which sudl debts or liabilities have arisen in order to give effect to the provisions of this Clause 10.
ii. Ail EncumbrarEes, if any, existing prior to the Appointed Date over the asseb of the TGnsferor company shall, after the Appointed Date, without any further act, instrument or deed, continue to relate and attaci to sucfr assets or any pert thereof to whici they are related or attached prior to the Appointed Date.
iil. WiSDut prejudice to the provisions of the foregoing Clauses the Transferee Company shall e(eGle any iostrumenqs) and/or doarrnen{s) and/or do all the acG and deeds as may be required. including the fiing of necessary particulars and/ or modification(s) of charge, wlth the juridictional registrar of companies to give formal effect to the above provisions, if required.
It is hereby dan'fied that, unless e4pressly provided for, it shall not be necessary to obfain the consent of any third party or other person vrho is a party to any conb-act or arrangement by viftre of which such debts and liabilitiet have arisen, in order to give effect to the provisions ofthis C.lause 10.
Subject to the necessary consents being obbined, if required, acclrdance with the terms of this Sd)eme, the provisions of thls Oause 1 shall operate, notwithsEnding anything to the contrary conEined in any instrument, deed or writing or the terms of sanction or issue or any security document, all of whidr ins\$uments, deeds or lwitings shall stand modified and/or superseded by the foregoing provisions.

11. Legal, Taxauon and other proceedings

For EFC (l) L|M|TED i, Upon the coming into Scheme, all legal, taxation or Authori proceedings, of this I (incl any IT ignatory

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quasi-judicial authority or tribunal or courts), by or agEinst the Transftror Company, under arry statute, pending on dle Appointed Date, shall be continued and efiforced by or agEinst tfle Transferee Company as eftchrally and in the same rEnner and to the same o(Ert as if the safile had been instiurted by or against, as the case may be, th€ Transferee Company.

ii. The Tran\$eree Comparry shall have all legEl, taGtion or other proceedirEs initiated bV or against the Tcnsferor Company refened to in Clause 11(i) abore transfened b its name as soon as is reasonauy possible after the Appointed Date and b have tfie sarne continued, prosecuted and enforced by or against the Transferee Company, as a successor of the Transferor Company.

lZ Employees

Upon tie coming into effi of thb Scteme, all Transferor Company Emplq/ees shall becofile the ernployees of the Transferee Company, srbject to the pro/isions hereof without any break in their seMce and on the ba\$s of continuity of servie and, on terms and condithns no less favourable than tlpse on whidr thq are engaged by the Transferor Comparry and without any interruption of service as a resuft of the Amalgamation. For tlE purpose of pq/ment of any compensation, gratuity and o[ler terminal benefits, the uninterrupEd past services of sLrdr Transferor Comparry Employees with the Transferor Comparry shalt also be taken inb account and paid (as and when payable) by the Transferee Company.
In so far as the Employee Benefit Funds created by the Transferor Company, if any or in res@ of wh'ri the Transferor Company rnalGs contributions. for the Transferor Company Employees, all amounts standing t0 the sedit of the Transferor Company Employees in such Employee Benefit Funds and investments made by such Employee Benefrt Funds shall be transferred to srrcfi Employee Benefit funds nominated by the Transferee Company and/or sudt new Employee Benefit Funds to esEblished and caused to be recognized by appropriate Govem Authorities, by the Transferee Company.
iii. In relation to those Transferor Company Employees who are not under the provident fund trust of the Transferor Company or who do not enioy the benefit of any other provident fund fust, and for whom the Transferor Comparry is making contribuuons b the govemment provident fund, tfe Transferee Company shall stand subsuhJted for the Transferor Company, for all purposes whaboever, including relating to the obligauon to make contributions to tie sald fund in accordance with the pftois6fiSd ) LIMITED sudr fund, bye laws, etc. in respect of such employees, such that all aM obligations ofthe Transferor Compa ny in rights, ,rt{'d

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to srch providert fund Company. become those of the Tmnsferee

iv Perding tle transfer as aforesai4 ttle Employee Beneft FuM dues of the Transferor Cornparry Employees would be @ntnued to be deposited in the e)dsting Employee Benefit funds of fle Transferor Comparry. It is clarified ttEt upon Eansfer of the aforesaid funds to the respective funds of the Transferee Company, the o<i*irg trusts seated for sldt funds by the Transferor Company shall sbnd dissolved.
Notwith*anding the aforesaid, the Board of the Transferee Company, if it deems ft and subject to Applicable Law, shall be entiued b:
a. retain separate trusts or funds within tfie Transferee Company for the erstwtlile fund(s) of the Tmnsferor Company; or
b. merge the preodstirE funds of the Transferor Company with other \$milar funds of the Tran\$eree Company.

13. Treatnent of Taxes

0) Upon the sdreme becoming effective:
a. To the etent required, the Trdnsferor Company and the Trat\$eree Company shall be permitted to rs/ise aM file their respedive income Tax returns, withholding Tax retums (induding Tax deduc&d at source certificates), sales Tax, lralue added Tax, service Tax, cent?l sales Tax, enfy Ta4 goods and services Tax retums and any other Tax reEms: and
Company prior to the Appointed Date. b. The Transfuree Company shall be entiued to: (a) claim deduction with respect to items such as provisions, eeenses, etc. disallowed in earlier years in the hards of the TrarLsfuror Company(ies), whid may be allowable in accordance with the provisions of the IT Act on or after the Appointed Date: and (b) odude iEns srch as provisiom, reversals, etc. for which no deduction or Tax benefit has been daimed by the T
l0 Upon the Scheme becoming etrective, notwithstanding anything to contrary contained in the provisions of this Scherne, unabsorbed Tax ry depreciation, minimum attemate Tax o€dit, if any, of the Transferor Company(ies) as on the Effective Date, shall, for all purposes, be treated as unabsorbed Tax deprecjation, minimum altemate Tax credit of the Transfefee Company, It is furSEr darified Ulat MITED depreciation of the Transferor Company as specified in books of accounts shall be inclu(bd as unabsorbed depreciation of

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Transferee Company for ttte purposes ofcotnBrtation of minimum alternate Tax

(4 Upon the Sdleme becoming effiective, ttle Transferee Company siall be entifled b daim retunds (indudirE refunds or daims pending with the Tax authorities) or credits, with respect to Taxes paid by, for, or on behalf of, the Transferor Crmpan(ies) under Applkable taw (induding Tax laws).
t ) Upon the Scherne becoming effective, all Taxes, cess, duties and liatilites (direct and indirect), payable by or on behalf of the Tmnsferor Company, shall, for all purposes, be treated as Taxes, cess, duti6 aM liabilities, as the case may be, payable by the Transferee Comparry.
M Upon the Sdleme becoming effective, all unavailed credits and e)(emptions and other stahitory benefits, irduding in resped of income Tax, CENVAI custms, value added Tax, sales Tax, serviee tax, enEy Tax and goods and seMce Tax to whict tie Tran\$eror Company is enuded shall be a\railable to and vest in the Tcnsferee @npany, without any further act or deed.
{v'rl Any Tax liabllity under the IT Ad, or arry other applicable Tax laws or regulations allocable to the Transferor Companies whether or not provided for or covered by any Tax provisions in the accounts of the Transferor Companies made as on the date immediatety preceding the Effective Date, shall be transftned to fie Transfuree Company. Ariy surplus in the provision for Ta)GUon or duties or levies in the accounts of the Transferor Companies, irduding advance Tax and Tax deduded at source as on the dose of business in India on the date immediatety preceding the Effective DaE will also be transfened to the account of the Transferee Company.
l,i) All Tax assessnent proceedings and appeals of whatsoever nature by or against the Transferor Company, pending or arising as at the Effective Date, shall be continued and/or enforced by or against the Transferee Company in the same manner and to the same e)tent as would or might have been cortinued and enforrced by or aqainst the Transferor Company. Further, the aforemenbbned proceeding6 shall neither abaE or be discontinued nor be in any way prejudicially atrected by reason of amalgamation of the Transferor Company with the Transferee Company anything contained ln this Schernq
\$ .F q + rr \$
0ml Any refund under the IT Act or any other Tax laws related to or due to the Transferor Company, induding those for which no credit is taken as on the date immediately preceding the Effective Date, *rall also belong to and be recelved by the TransfEree Company.
l4 Wiftout prejudlce to the generality of the above. all benefits, incenE'ves, claimE losses, credits (including lncome Tax, service Tax, d Tax and applicable state value added Tax) excise toFle{i goods and L ITED

WHITEHILLS INTERIOR\MITED \(n" rurrortseosiNo) ^S ignatory

Transferor Company is entitled to in terms of applicable Tax laws, shall be available to and vest in the Transferee Company from the Effective Date.

(x) All the expenses incurred by the Transferor Company and the Transferee Company in relation to the amalgamation of the Company with the Transferee Company in accordance with this Scheme, including stamp duty expenses, if any, shall be allowed as deduction to the Transferee Company in accordance with section 35DD of the IT Act over a period of five (5) years beginning with the financial year in which this Scheme becomes effective.

14. Conduct

11 时三川照野 #三

During the period between the approval of the Scheme by the Board of the Transferor Company and the Board of the Transferee Company and the Effective Date, the business of the Transferor Company shall be carried out with diligence and business prudence in the ordinary course consistent with past practice in good faith and in accordance with Applicable Law.

15. Saving of concluded transactions

Subject to Clause 8 & 10 above, the transfer of assets and liabilities to, and the continuance of proceedings by or against, the Transferee Company as envisaged in this Scheme shall not affect any transaction or proceedings already concluded by the Transferor Company on or before the Appointed Date (subject to the terms of any agreement with the Transferee Company) to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in respect thereto as done and executed on behalf of itself.

16. PRE HOLDING OF TRANSFEREE COMPANY:

The Paid-up capital of the Transferee Company consists 41179370 $16.1.$ equity shares of face value of Rs. 2/- each after draft scheme of arrangement filed with BSE/SEBI but before approval of Scheme of arrangement /merger.

No. of Shares	$\frac{0}{0}$	EN

22632125	54.96
15375	0.04
37500	0.09
18494370		LIMITED

A. Shareholding Pattern as on 30^th June 2023 as under:

Authorised Signatory

ignatory

III Warrants pending for Conversion **	2542500		6.17
EOUITY TOTAL SHARES/WARRANTS	41179370	-	100.00

** 2542500 Warrants of face value Rs. 2/- each will be converted into equity shares as per provision of the SEBI (ICDR), Regulations, 2018. Prior and post conversion of warrants there were a corporate action on 18th August 2023 wherein the face value of each equity share of Rs. 10/- each was converted into equity share having face value of Rs. 2/- each.

In the above table of pre-holding the face value of each equity share / Warrants converted into equity shares was taken as Rs. 2/- each.

B. Shareholding Pattern as on 6^th December 2023 considering the all warrants already converted in to equity shares is as under:

Particulars	No. of Shares	$\frac{0}{\alpha}$
I. Promoters
Individual and HUF promoters	22632125	54.96
Bodies Corporate	15375	0.04
Any Other	37500	0.09
II. Public Shareholding	18494370	44.91
TOTAL EQUITY SHARES	41179370	100.00

16.2. PRE-HOLDING OF TRANFEROR COMPANY

Particulars	No of Shares	Face Value (In Rs.)	$\frac{0}{0}$
I. Promoters
Individual and HUF promoters	48999	10	49%
Bodies Corporate	51000	10	51%
Any Other
II. Public Shareholding		10
III Warrants pending for Conversion
TOTAL EQUITY SHARES	100000		100.00

16.3. POST SHAREHOLDING PATTERN AFTER APPROVAL OF THE SCHEME OF ARRANGEMENT:

The Paid-up capital of the Transferee Company as on Appointed date of 1st April, LIMITED 2023 is as under

Authorised Signatory WHITEMILLS INTERIOR LIM NED

Particulars	No. of Shares	$\frac{1}{2}$
I. ** Promoters
Individual and HUF promoters	41496740	69.11
Bodies Corporate	15375	0.03
Any Other	37500	0.06
II. Public Shareholding	18494755	30.80
TOTAL EQUITY SHARES	60044370	100.00

16.4. CONSIDERATION/EXCHANGE (SWAP RATIO)

IT BITTITTEE HET

Based on the valuation report dated 20.07.2023 prepared by Registered valuer Bhavesh M Rathod, registration no. IBBI/RV/06/2019/10708. The Swap ratio was prepared considering the fact that both the Shareholders and Directors of the Companies and the public holdings in the Transferee Listed Company.

i. The Transferee Company shall allot its 385 equity shares of Rs. 2/- each fully paid-up for every 1 (One) equity share of Transferor Company of Rs. 10/- each fully paid-up.
ii. The Holdings of Holding Company cancelled while preparing the Valuation Report;
16.5. Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Regulation 3 & 4 read with Regulation 10 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 are not applicable to any increase of promoter holdings beyond the 5% of the enhanced capital post approval of the Scheme by the Hon'ble NCLT.
16.6. In the Present case the promoter holding will be Increased from 55.01% to 69.20% (Rounded off). The promoters are not required to give any open offer under Regulation 10 of SEBI (SAST) Regulations, 2011.

16.7. NETWORTH OF THE TRASFEREE COMPANY

(a) The net worth of the transferee company based on the valuation report of the Registered Valuer Mr. Bhavesh M Rathod dated 20^th July, 2023 based on the Balance Sheet as on June 30, 2023 is Rs. 1,30,55,21,601/ (Rupees One Hundred Thirty Crore Fifty Five Lakh Twenty One Thousand) Six Hundred One Only).

HIGH ά MUNIBAL BE

(b) The paid-up value per share of face value of Rs. 10/- of the Transferee Company presently split into paid up value per share of face value of Rs 2/- each as fully paid up.

or EFC (I) LIMITÉD fised Sig atory WHITEHILLS IN Authorised Signatory

NETWORTH OF THE TRASFEROR COMPANY NO. 1 16.8.

(a) The net worth of the transferor company based on the valuation report of the Registered Valuer Mr. Bhavesh M Rathod dated 20.07.2023 based on the Balance Sheet as on June 30, 2023 is Rs. 96,01,563/- (Rupees Ninety Six Lakh One Thousand Five Hundred Sixty Three Only).
(b) The paid-up value per share of face value of Rs. 10/- of the Transferor Company is of Rs. 10,00,000/- (Rupees Ten lakh Only) each fully paid up.

SWAP RATIO 16.9.

ci inti conside

(a) For the purpose of swap ratio, the paid-up value per share of the Transferor Company to be considered of Rs. 10/- each, fully paid up and for calculation and issue of shares of the transferee company is adjusted as face value of Rs. 2/- each post the scheme of arrangement.
(b) There will be cancellation of shares and mutual entries on account of cross holdings while deriving the swap ration. In the present case the holding Company (Transferee Company) holds 51% of the issued and paid-up capital of the Transferor Company.
(c) There will be no change in management of the company in the Transferee Company (within the meaning of the SEBI (SAST) Regulations, 2011).

16.10. SWAP RATIO

Considering parameters like options of single control point, better governance, cost reduction, meeting single statutory obligations and Liabilities, wider market accessibility, easy liquidity; etc., the shareholders of the Transferor Company have agreed to accept the shares in the following ratio:

(a) the shares at par of the Transferee company and based on an entitlement and of net worth basis and mutual agreement as most of the shareholders and Directors are same.

The Board of Transferee Company considering the above factors and the shares to be issued post sanction from the Hon'ble NCLT and other statutory authorities by the transferee company as mentioned herein below. The details of the new shares to be issued to the shareholders of Transferor company are calculated as under:

To the Shareholders of Transferor	Existing Swap Ratio No. of	No. of shares to be issued by
Company(ies)	shares	the Transferee
	before merger	company of
		WHITEHILLS INTERIOR ANY EFFC (I)	VIITED

		Authorised Signal boy ised Signatory

		14 10 14 14 15 18 18 17

			face value of $Rs. 2/-each*$
Promoters
Umesh Kumar Sahay	39,000	385:1	15015000
Abhishek Narbaria	9,996	385:1	$-3848460$
Amit Narbaria	1	385:1	385
Aditi Umesh Sahai	1	385:1	385
Surendra Akalpita Bedkihal	$\cdot$ 1	385:1	385
Holding Company
EFC (I) Limited	51,000	Cancelled as the subsidiary Company is merging with Holding Company
Non -Promoters (Public)
Uday Vora	1	385:1	385

*No. of shares mentioned in above column no. 4 is after considering subdivision of face value of Rs. 10/- per share to Rs. 2/- per share.

17. Issuance of Transferee Company Shares for Amalgamation

i. Upon the effectiveness of the Scheme and in consideration of the Amalgamation including the transfer and vesting of the Undertaking in the Transferee Company pursuant to this Scheme, the Transferee Company shall, as soon as possible after the Record Date and in any event no later than 15 (fifteen) days Exchange, complete allotment of the Transferee Company to the Eligible $\infty$ $\frac{1}{(N)!}$
Member (the "Share Exchange Ratio") as per Share Exchange Company to the Eligible $\infty$ $\frac{1}{(N!)^2}$ $0\pi$
ii. If any Eligible Member becomes entitled to any fractional shares, entitlements $\approx$ or credit on the issue and allotment of equity shares by the Transferee Company in accordance with this Scheme, and at sole discretion of the Board who will $\frac{\partial \phi}{\partial s}$ and $\frac{\partial \phi}{\partial t}$ decide proportion to the respective fractional entitlements which is final and decide proportion to the respective fractional entitlements which is final and binding upon every share-holders.

Based on the valuation report from the Mr. Bhavesh M Rathod, IBBI registered valuer dated 20-07-2023 for EFC (I) Limited Rs. 141.77 per equity share having face value of Rs. 2/- each (considering corporate action of sub-division perfange IMITED

uthorised Sighatory WHITEH IMITED.

CONPA

\ralue of Rs. 10/- each to Rs. 2/- each) and for Whitehills Interior Umited Rs. 54556-24 per equrty sharc having Face value of Rs. 10/- eadl and exchange ratio between EFC (I) Umited and Whitehills Interior Limlted come to 76.97 and the same was rounded off b // (considering face valtE of Rs, 2 it is 385). Hefice, there will be no frac onal share available further for rounding ofr. So, there is no need of dealing with fractional share.

The TGnsftree company obtained a darlffcabry staEment as an anne)(ure to valuation report from the valuer Mr. Bhavesh M RaSDd, IBBI registered raluer who onskJered the face \ralue of Rs. 10/- eadr suMtukied into Rs. 2/- eadl based on BSE notice dated 10h August 2023 efrdtve ftom 18e August 2023. And noted that save and o(cefi of the Face \ralue there will be no dtange in the \raluauon or otheMise.

iii. In the a/ent of there being any pending share tnnsfers, whether lodged or outstandirE, of any member of the Transftror Company, tf|e Board of the Transftree Company shall be ernpo/vered in appropriate cases, prior to or even subsequent to the Record Datq to effectuate such a transfer as if slch dlanges in regis'tered holder were operawe as on the Record Date, in order to remove any diffiorlties artdng to the transftror of the shares in the Transferor Company and in relation to the shares issued by the Transferee Comparry, afur the eftctiverEss of the Sdeme. the Board of the Tran#eree Company shall be empowered to remove sljd| difficuhies as rnay arise in the course of implernentation of this Scfeme and registration of new \$aretplders in the Transferee C-ompany on account of difncuhies faced in the t'ansaction period.
iv. The issle and albanent of the Transferee @mpany Shares by the Transftree Comparry b Bigible Members as provided in this Sdleme is an integral part thereof ard shall be deemed b have been canied out as if the procedure laid down under Sedion 62 read with Secuon 42 of the Act and any other applicable provisions of the Act were duly complled with.
v, Where TransEree Company Sharcs are to be allotted to heirs, o(ecubrs or administratoB or, as the c:rse may be, to successors of deceased equlty shareholders of ttle Transferor Company, the concemed heiB, o(ecubrs, administrators or successors shall be obliged to produce evldence of tit satisfactory to the Board of the Transferee Company.
vi. Promptly upon the issuance of the Transferee Company Shares pursuantto Oause 17, .tie TGnsferee Company shall prepare and file applications, with all.supporting doctrmenb, to obtain approval from SEBI and the Stock Exchange, for listing of sudt Transferee Company Shares,
vii, Immediately upon receipt of such appro\ral, the Transferee Company shall take all necessary steps to obbin tEding appro\ral for tire Transferee Company Shares. The Transferee Company shall ensure that steps for li Shares are completed and trading of the r) Ll ITEO Transferee

WHITEHIlLS INTERICR II W ignatory

,TB {E8\$ s E

)

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$f = D(1, 1) + D(2T) + H$

00508

Company Shares commences within the period prescribed under the SEBI Scheme Circular. The Transferee Company Shares allotted pursuant to this Scheme shall remain frozen in the depositories system till relevant directions in relation to listing/trading are given by the relevant Stock Exchange.

viii. The Transferee Company Shares to be issued and allotted by the Transferee Company in terms of this Scheme shall be subject to the provisions of the memorandum and articles of association of the Transferee Company and shall rank pari passu in all respects and shall have the same rights attached to the then existing equity shares of the Transferee Company.
ix. If any consolidation, stock split, sub division, reorganization, reclassification or other similar action in relation to the share capital of the Transferor Company or the Transferee Company, that occurs after the date of approval of the Scheme by the Board of Transferor Company and the Board of Transferee Company, and on or before the Effective Date, the Share Exchange Ratio shall be subject to equitable adjustments by the directors of the relevant company to reflect such corporate action in such a manner as the relevant company's auditors may determine to be appropriate to reflect such corporate action.
x. The Transferee Company Shares shall be issued in dematerialized form to all Eligible Members holding the Transferor Company Shares, in accordance with the Applicable Laws.
xi. The Transferee Company Shares to be issued by the Transferee Company in respect of the Transferor Company (ies) Shares, the allotment or transfer of which is held in abeyance under Applicable Law shall, pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Transferee Company.
xii. Partly paid-up shares

The Transferee or Transferor Companies does/do not has/have any partly paid-up shares as on date.

18. *** Consequential changes in Shareholding Pattern:

Particulars	No. of Shares - Pres	$\frac{0}{0}$	No. of Shares -Post	$\frac{0}{\sigma}$	PRUNA 'BENC
I. Promoters
Individual & HUF promoters	22632125	54.96	4149674	69.1	For EFC(U) LIMITED
			HILLS INTERIOR LINK		they ised Sygnatory

TOTAL SHARES	EQUITY 4117937 0		100. 00	600443 70	100. 00
Public 11. Shareholding	18494370	ı	44.91	1849475	30.8
Any Other	37500		0.09	37500	0.06
Bodies Corporate	15375		0.04	15375	0.03

*** The Shareholding pattern of the Company on a consolidated basis has taken into consideration:

$f(1 - 2) = f(1 + 2)$ and $f(2) = f(3)$

(a) corporate action of subdivision (record date was 18/08/2023) of one equity share of face value of Rs. 10/- each to one equity shares having face value Rs. 2/- each

(b) converted previously pending all 508500 warrants into 2542500 equity shares after draft scheme of arrangement filed with BSE / SEBI and

PARTIII

CHANGES TO THE SHARE CAPITAL OF THE TRANSFEROR COMPANIES AND THE TRANSFEREE COMPANY

Consolidation of the authorised share capital of the Transferor 19. Companies with the authorised capital of the Transferee Company

Upon this Scheme becoming effective and pursuant to the reclassification/ reorganization of the resultant authorized share capital of the Transferor Company as set out in this Scheme but prior to the issuance and allotment of Transferee Company Shares under Clause 17 above, the resultant authorized share capital of the Transferor Company, shall be deemed to be added to the authorized share. $\phi$ (OM) capital of the Transferee Company without any requirement of a further $act/gf^2$ deed on the part of the Transferee Company (including payment of stamp $q\mu$ by $\geq$ and / or fees payable to the relevant registrar of companies), such that upon the effectiveness of the Scheme, the authorised share capital of the Transferee Company shall be Rs. 10,10,00,000/- (Rupees Ten Crore Ten Lakh Only) comprising of 5,05,00,000 equity shares of Rs. 2/- (Rupees Two Only) each without any further act, deed, resolution or writing.

The Company will take appropriate steps to increase the authorised capital of the Transferee company to accommodate the issue of shares through this scheme (f) LIMITED Arrangement.

$0C510$

20. Amendment of the memorandum of association of the Transferee Company

Pursuant to the consolidation and increase of authorized capital pursuant to j. Clause 19 above, the memorandum of association of the Transferee Company (relating to the authorized share capital) shall, without any requirement of a further act, instrument or deed, be and stand altered, modified and amended, such that Clause V of the memorandum of association shall be replaced by the following:

MOA

V. The Authorised Share Capital of the Company Rs. 10,10,00,000/- (Rupees Ten Crore Ten Lakh Only) consisting of 5,05,00,000 equity shares of Rs. 2/each. The Company has power from time to time to increase or reduce its capital and to divide the shares in such capital for the time being into secured classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such right, privileges or conditions or restrictions in such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provision for the time being in force in that behalf.

It is clarified that the consent of the shareholders of the Transferee Company ii. to this Scheme shall be deemed to be sufficient for the purposes of effecting the aforementioned amendments and the increase of authorised capital of the Transferee Company pursuant to Clauses 19 and 20, and no further resolution(s) under Sections 4, 13, 14 and 61 and all other applicable provisions of the Act, if any, would be required to be separately passed.
In accordance with Section 232 (3)(i) of the Act and Applicable Law, the stamp iii duties and / or fees (including registration fee) paid on the authorised share capital of the Transferor Companies shall be utilized and applied to the increased authorised share capital of the Transferee Company pursuant to Clause 19 above and no stamp duties and/or fees would be payable for the increase in the authorised share capital of the Transferee Company to the extent of the authorised share capital of the Transferor Company.
Upon the Scheme becoming effective, the issued, subscribed and paid-up $iv$ share capital of the Transferee Company shall stand suitably increased consequent upon the issuance of new equity shares in accordance with the Scheme. It is clarified that no special resolution under Section 62 of the Act shall be required to be passed by the Transferee Company separately in a general meeting for issue of Transferee Company Shares to the members of the Transferor Companies under this Scheme and for the member EDCUM LIMITED Transferee Company approxing this Scheme, it shall be deemed that they

Authorised Signatory NTED WHITEHILLS Authorised Signal Bry

O SITUATION

COMPA

MUMBAI BE

have given their consent to the issue of the Transferee Company Shares to the members of the Transferor Company in terms of the Scheme.

Object of the Transferee company $V_{\cdot}$

The transferee company will continue with its main object.

Object: There will be no change of management of the Transferee company. vi. Management of the company is vested with the present Board and Promoter vii. and the same will continue even after merger.

This is a consolidation of promoters holding only. The Promoters of the Transferor and Transferee companies are the same.

Accounting Treatment 21.

The Amalgamation will be accounted in accordance with the "Pooling of Interests Method" prescribed under the Indian Accounting Standard 103 (Business Combinations) as notified under Section 133 of the Act, read together with Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015.

Dissolution 22.

IT BUSINESSEE

Upon the coming into effect of the Scheme, the Transferor Company shall stand dissolved without winding up.

PART IV

GENERAL TERMS AND CONDITIONS

The provisions of this Part shall be applicable to Part II and Part III of the Scheme.

The Transferor Company and the Transferee Company shall make necessary 23. applications before the NCLT for the sanction of this Scheme under Sections 230 and 232 of the Act. Both the Transferor and Transferee are within the Jurisdiction of the Hon'ble NCLT Mumbai Bench in the state of Maharashtra.
No modifications shall be made to the Scheme unless made in accordance with 24. a written agreement between the Transferor Company and the Transferee Company to do so. This Scheme shall not be modified, revoked or withdrawn, other than in accordance with a written agreement between the Transferor Company and the Transferee Company to do so.

For EFC (1) \MITED\ For EFC (1) \MITED 25. The coming in

Authorised Signatory

Authorized Signatory

COM

pursuant to the 'provisions of the Competition Act, 2002 (including any i. statutory modification or re-enactment thereof) and the rules and regulations thereunder, the first of the CCI (or any appellate authority in India having appropriate jurisdiction) having either:
a. granted approval to the Scheme; or

$\mathfrak{L} \mathfrak{L} \oplus \mathfrak{R} \oplus \mathfrak{L} \oplus \mathfrak{L} \oplus \mathfrak{L} \mathfrak{L} \oplus \mathfrak{L} \oplus \mathfrak{L}$

b. been deemed to have granted approval to the Scheme through the expiration of time periods available for their investigation;
the Stock Exchange may issue their observation/ no-objection letters as ii. required under the SEBI Listing Regulations, 2015 read with the SEBI Scheme Circular;
this Scheme being approved by the respective requisite majorities of the iii. various classes of members (passed through postal ballot/ e-voting, as applicable) and creditors (where applicable) of the Transferor Company and the Transferee Company, as required under the Act and the SEBI Scheme Circular, subject to any dispensation that may be granted by the Hon'ble NCLT;

"The Scheme of arrangement shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it."

The SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 is only applicable to the Listed Company.

The clause hence be read as " Votes cast by the public shareholders of M/s. EFC (I) Limited the listed entity in favour of the proposal are more than number of vote cast by public Shareholders against it."

As per SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 as amended ("SEBI Circular") read with SEBI Master Circular SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 "The Scheme of arrangement shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it in case of EFC (I) Limited (Transferee listed Company).

The said Circular not applicable to WHITEHILLS INTERIOR LIMITED (transferor unlisted Company) as it is unlisted Company.

iv. sanctions and orders under the provisions of Sections 230 to 232 of the Act being obtained from the benches of the NCLT at Mumbai, Maharashtra;
the certified copies of the orders of the NCLT approving this Scheme havier C (I) VIMITED v. been filed with the registrar of companies in Maharashtra, Pune;

FERIOR LIMITED Authorisad Signatory Authorised Sid

COM

UMBA

pursuant to the 'provisions of the Competition Act, 2002 (including any i. statutory modification or re-enactment thereof) and the rules and regulations thereunder, the first of the CCI (or any appellate authority in India having appropriate jurisdiction) having either:
a. granted approval to the Scheme; or

CO : MIT HEEWS IN IT

b. been deemed to have granted approval to the Scheme through the expiration of time periods available for their investigation;
the Stock Exchange may issue their observation/ no-objection letters as ii. required under the SEBI Listing Regulations, 2015 read with the SEBI Scheme Circular;
this Scheme being approved by the respective requisite majorities of the iii. various classes of members (passed through postal ballot/ e-voting, as applicable) and creditors (where applicable) of the Transferor Company and the Transferee Company, as required under the Act and the SEBI Scheme Circular, subject to any dispensation that may be granted by the Hon'ble NCLT;

The SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 is only applicable to the Listed Company.

The said Circular not applicable to WHITEHILLS INTERIOR LIMITED (transferor unlisted Company) as it is unlisted Company.

iv. sanctions and orders under the provisions of Sections 230 to 232 of the Act being obtained from the benches of the NCLT at Mumbai, Maharashtra;
the certified copies of the orders of the NCLT approving this Scheme havier (1) VIMITED $V_{\cdot}$ been filed with the registrar of companies in Maharashtra, Pune;

TERIOR LINATED Authorised Signatory Authorised Sid

$93 - 1$ MARAI

there not being any Governmental Order from any Governmental Authority vi. (other than a competition and/or anti-trust authority) that has the effect of making the Amalgamation illegal or otherwise restraining or preventing its consummation; and
there not being any Governmental Order from any Governmental Authority vii. (other than a competition and/or anti-trust authority) that has the effect of making the transfer of the intellectual property being used in relation to the Transferor Company's business illegal or otherwise restraining or preventing its transfer.

26. Dissolution

E1 ' 1111 17157 (E ~

i. The Transferor Company and the Transferee Company agree that it shall bear by itself all own costs, charges, levies and expenses in relation to or in connection with or incidental to this Scheme until the date of sanction of this Scheme by the NCLT, including without limitation costs and expenses associated with retention of financial, legal, Tax and other professional advisers, and in connection with the valuation report and the fairness opinion issued by their respective valuers and Merchant Bankers.
ii. Save as otherwise agreed, all stamp, transfer, registration, and other similar Taxes, duties, charges and fees (including in relation to the registration and the stamping of the sanction orders) payable or assessed in connection with this Scheme, the issuance of Transferee Company Shares and the transfers contemplated by the Scheme shall be borne by Transferee Company.

For ERC (I) LIMITED Umesh Authorised Signatory Kumar WHITEHILLS INTERIOR TED Sahay Authorised Signatory Abhishek Digitally signed by Narbaria Date: 2025.09.1 Certified True Copy Date of Application 13 Number of Pages. $28$ Fee Paid Rs. $1401 -$ Applicant called for collection copy on Copy prepared on $\boxed{11}$ 11 2021 Copy Issued on _ $\mathsf{I}$ Assistant Registrar National Company Law Tribunal Mumbai Bench

AI assistant

EFC (I) LIMITED — M&A Activity 2025

62498_rns_2025-11-17_a6430e6a-27db-4147-b734-875950ada37f.pdf

Sub.: Submission of Certified Copy of Order regarding Scheme of Arrangement.

EFC (I) Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I

CP (CAA) NO. 217/MB/2025 $\mathbf{I}$ CA (CAA) NO. 184/MB/2025

EFC(I) Limited

Order delivered on 12.11.2025

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I

Coram:

ORDER

IN TEE NAIIONAI COMPAI{Y LAW TRIBIJNAL MIJMBAIBENCH-I

IN TIIE NATIONAL COMPANY LAW TRIBUNAL MTJMBAIBENCU.I

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I

IN TEE NATIONAL COMPANT LAW TRIBIJNAL MTJMBAI BENCII.I

cP (cAAl/217 /MB/2t25 IN cA(cAA)/t8lfMB/2oz'

IN THE NAIIONAI COMPAI{Y LAW TRIBI.'NAL MI,JMBAIBENCH.I

EI'E-SCNE aiBHi4tEr #c:Alxait ;?iffi

IN THE NATIONAI COMPANYLAW TRIBIJNAI MTJMBAI BENCII.I

IN TIIE NATIONAI COMPANY LAW TRIBI]NAL MIJMBAIBENCH-I

cP (cAA)/217 /MB/2025 IN cA(cAA)/r8/l/]MB/2025

IN Tm NATIONAL COMPAT.IY I-AW TRIBIJNAL MI,JMBAIBENCH-I

IN TIIE NATIONAL COMPANY LAW TRIBI]NAL MIJMBAIBENCE.I

IN TIIE NATIONAL COMPANY LAW TRIBUNAL MT'MBAIBENCH.I

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I

THAR RESPECTIVE SHAREHOLDERS AND CREDITORS

A. Description of Parties

$n0.487$

B. Description of Scheme

C. Rationale for the Scheme

PART-I

Definitions

$0C430$

6. Share Capital

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY INTO THE TRANSFEREE COMPANY

7. Transfer

8. Transfer of Assets

9. Contracts, Deeds, Licenses etc.

10. Transfer of LiabiliUes

11. Legal, Taxauon and other proceedings

lZ Employees

13. Treatnent of Taxes

14. Conduct

15. Saving of concluded transactions

16. PRE HOLDING OF TRANSFEREE COMPANY:

16.2. PRE-HOLDING OF TRANFEROR COMPANY

16.3. POST SHAREHOLDING PATTERN AFTER APPROVAL OF THE SCHEME OF ARRANGEMENT:

16.4. CONSIDERATION/EXCHANGE (SWAP RATIO)

16.7. NETWORTH OF THE TRASFEREE COMPANY

NETWORTH OF THE TRASFEROR COMPANY NO. 1 16.8.

SWAP RATIO 16.9.

16.10. SWAP RATIO

17. Issuance of Transferee Company Shares for Amalgamation

18. *** Consequential changes in Shareholding Pattern:

PARTIII

CHANGES TO THE SHARE CAPITAL OF THE TRANSFEROR COMPANIES AND THE TRANSFEREE COMPANY

Consolidation of the authorised share capital of the Transferor 19. Companies with the authorised capital of the Transferee Company

20. Amendment of the memorandum of association of the Transferee Company

MOA

Accounting Treatment 21.

Dissolution 22.

PART IV

GENERAL TERMS AND CONDITIONS

26. Dissolution

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