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August 14, 2025

To, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001. Scrip Code: 512008

Sub.: Notice of meeting of the Equity Shareholders of the Company convened as per the directions of the National Company Law Tribunal, Mumbai Bench in the matter of the Scheme of Arrangement (Merger by Absorption) between EFC (I) Limited (“The Company”) and Whitehills Interior Limited (“Transferor Company”) and their respective shareholders and creditors (“the Scheme”) and disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Dear Sir/Ma’am,

This is in reference to our letter dated 11 August, 2025 informing directions given by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) in the Company Scheme Application C.A. (CAA) NO. 184/MB/2025 for convening meeting of the Equity Shareholders of the Company through video-conferencing or other audio-visual means (“VC/OAVM”) to consider, and if thought fit, approve, with or without modification, the proposed Scheme of Arrangement between the Company and Whitehills Interior Limited (“Transferor Company”), and their respective shareholders and creditors (“the Scheme”), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) (“Scheme”).

Further pursuant to Regulation 23 of the SEBI Listing Regulations, in the above convened meeting, the Equity Shareholders are to consider and, if thought fit, approve the related party transaction to be entered into by the Company as part of the Scheme.

Accordingly, as per the directions set out in the Order of the NCLT and in compliance with the provisions of the Act and related Rules, read with the applicable general circulars issued by the Ministry of Corporate Affairs in relation to conducting general meeting through VC/OAVM with facility for e-voting, Regulation 44 and other provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India, we are submitting herewith the Notice of meeting of the Equity Shareholders of the Company to be held on Monday, 15[th] September, 2025 at 12:30 PM (IST) through VC / OAVM, for the purpose of considering, and if thought fit, approving the proposed Scheme and the related party transaction as a part of the Scheme.

The Company has completed dispatch of Notice of the Meeting along with Annexures today, i.e., on 14[th] August, 2025 through electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agents /Depository Participants / Depositories as on 7[th] August, 2025.

EFC (I) Limited

Regd. Office: 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007, Maharashtra I CIN: L74110PN1984PLC216407 Tel.: 020 2952 0138 I Email Id: [email protected] I Website: www.efclimited.in

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The aforesaid Notice and the Explanatory Statement together with the accompanying documents are also being uploaded on the Company’s corporate website at www.efclimited.in.

Kindly take the same on records.

Thanking You, For EFC (I) Limited Digitally signed by Aman Kumar Aman Kumar Gupta Gupta Date: 2025.08.14 22:51:34 +05'30' Aman Gupta Company Secretary

EFC (I) Limited

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EFC (I) LIMITED

Corporate Identification Number (“CIN”) : L74110PN1984PLC216407

Registered Office : 6th Floor, V.B. Capitol Building, Range Hill Road, Bhoslenagar, Shivajinagar, Pune – 411007, Maharashtra

Tel.: 020 2952 0138 Email Id: [email protected] Website: www.efclimited.in

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF EFC (I) Limited (“THE COMPANY”) [pursuant to Order dated August 11, 2025 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”)]

Day	Monday
Date	15th September, 2025
Time	12:30 P.M.(IST)
Mode	Through Video Conferencing / Audio Visual Means (“VC/OAVM”)
Mode of Voting	Remote e-voting and e-voting at the meeting
Venue of the Meeting	Registered Office(Deemed Venue for VC/OAVM meeting)
Cut-off date for e-voting	Monday, 8th September 2025
Remote e-voting start date and time	Wednesday, 10th September 2025
Remote e-voting end date and time	Sunday, 14th September 2025

In the matter of Scheme of Amalgamation (Merger by Absorption) of Whitehills Interior Limited (“Transferor Company” or “First Applicant Company” or “WIL” or “Whitehills”) with EFC (I) Limited (“Transferee Company” or “Second Applicant Company” or “EFC”) and their respective shareholders and creditors (“Scheme”).

Disclosure of Information pursuant to No Objection Letter No. DCS/AMAL/TS/R37/3614/2025-26 dated 13[th] May, 2025 issued by from BSE Limited (“BSE”) with Securities Exchange Board of India Limited (“SEBI”) comments:

The shareholding pattern of Promoter/Promoter Group and Public shareholders before and after implementation of scheme is depicted as under:

Shareholder Category	Pre Scheme Shareholding as on 13th August, 2025	Pre Scheme Shareholding as on 13th August, 2025	Post Scheme Shareholding	Post Scheme Shareholding	Change
	No. of Shares (Face Value Rs. 2)	%	No. of Shares (Face Value Rs. 2)	%	%
Promoter & Promoter Group	4,52,55,095	45.46	8,29,84,325	60.45	+14.99
Public	5,42,93,591	54.54	5,42,94,361	39.55	-14.99
Non Promoter Non Public	4,690	0.00	4,690	0.00	0
Total	9,95,53,376	100	13,72,83,376	100.00	0

The shareholders may note that implementation of the scheme shall result in increase in the shareholding of Promoter/Promoter Group from 45.46 % to 60.45 %. Shareholders may also note that approval of the shareholders to scheme of merger would also result into them agreeing to an increase in shareholding of promoters on implementation of the scheme. Therefore, investors should read all the

EFC (I) Limited

Regd. Office: 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune411007, Maharashtra I CIN: L74110PN1984PLC216407 Tel.: 020 2952 0138 I Email Id: [email protected] I Website: www.efclimited.in

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scheme related documents before exercising their voting rights.

Further it is important to note the following –

1. Reasons for Increase in shareholding of Promoter / Promoter Group -

WIL is a subsidiary of EFC, with EFC holding 51% and the remaining 49% held by six individual shareholders. Out of these six, five shareholders (details provided in explanatory statement) who collectively hold 48,999 shares of WIL are part of the Promoter / Promoter Group of EFC.
Pursuant to the proposed amalgamation of WIL into EFC, shares will be issued as consideration by EFC to the shareholders of WIL (other than for shares held by EFC in WIL). As a result, shares will be allotted to the said five Promoter / Promoter Group individuals, thereby increasing the overall shareholding of the Promoter / Promoter Group in EFC.
This increase is a direct outcome of the share exchange mechanism under the Scheme, as these Promoter / Promoter Group shareholders are receiving shares in EFC in lieu of their existing stake in WIL. The increase reflects consolidation of promoter interest due to integration of the subsidiary into the parent company.

2. Impact of increase in shareholding of Promoter / Promoter Group on public shareholders in terms of rights -

The proposed amalgamation will have no adverse impact on the rights of public shareholders of EFC.
It is important to note that while the overall equity base of the company will expand due to the issuance of shares under the Scheme, this does not reduce the number of shares held by public shareholders, nor does it result in any dilution of their legal, economic, or statutory rights.
The Scheme does not involve any capital reduction, cancellation, or extinguishment of public shareholding.
Public shareholders will continue to retain full ownership, voting rights, dividend entitlements, and all other rights proportionate to their existing shareholding.
In summary, the rights and interests of public shareholders remain fully protected and unaffected by the amalgamation.

3. Impact of increase in shareholding of Promoter / Promoter Group on public shareholders in terms of value of their holding in the Company –

The proposed amalgamation maintains the existing shareholding of the public shareholders in terms of number of shares and is also value-accretive due to the integration of a highperforming subsidiary (i.e. WIL) into EFC.
WIL has demonstrated exceptional financial performance over the past three fiscal years, driven by its strategic focus and operational excellence in the commercial design and build segment.
Profit After Tax (PAT) surged from ₹86.02 lakhs in FY23 to ₹1,355.70 lakhs in FY24 (1,475.1% YoY growth), and further to ₹5,977.07 lakhs in FY25 – a staggering 340.9% increase, reflecting strong and scalable profitability.
Until now, only 51% of WIL’s profits were consolidated into EFC. Post-amalgamation, 100% of WIL’s performance will be reflected in EFC’s financials, leading to enhanced earnings and direct

EFC (I) Limited

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value creation for all shareholders, including the public.

The net worth of EFC as on Appointed Date was INR 7,009.71 Lakhs, while net worth of WIL is INR 96.02 Lakhs. Post-merger, the combined net worth of EFC as on Appointed Date will be INR 7,105.73 Lakhs. Furthermore, the net worth of EFC as on 31[st] March 2025 stands at INR 38,967.53 Lakhs, while net worth of WIL is INR 7,431.29 Lakhs. Post-merger, the combined net worth will substantially increase to INR 46,398.82, strengthening EFC’s financial position.
The pre-merger and post-merger EPS (earning per share) of EFC as on 31[st] March 2025 is as under:

Particulars	Pre-merger(in INR)	Post-merger(in INR)
Basic EPS	1.85	5.69
Diluted EPS	1.85	5.69

With the full integration of WIL’s value and earnings, the economic value attributed to each share held by the public will increase.

Shareholders are encouraged to refer to the Explanatory Statement accompanying the Scheme for a detailed understanding of the rationale, benefits, and impact of the merger on all stakeholders.

EFC (I) Limited

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INDEX

Sr. No.	Contents	Annexure No.	Page No.
1.	Notice of the meeting of the Equity Shareholders of EFC (I) Limited (“Meeting”) along with the instructions for attending the meeting through video conferencing/audio visual means and voting under the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 and any amendments thereto, convened as per the directions of the Hon’ble National CompanyLaw Tribunal,Mumbai Bench.	-	1
2.	Explanatory Statement under Sections230(3), 232(1), 232(2) and Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016and as required under SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20,2023.	-	23
	Annexures
3.	Copy of Scheme of Amalgamation (Merger by Absorption) of Whitehills Interior Limited (“Transferor Company”) with EFC (I) Limited ("Transferee Company") and their respective shareholders and creditors(‘Scheme’)	1	67
4.	Copy of Share Entitlement Report dated 20thJuly 2023 issued by Bhavesh M. Rathod Registered Valuer having IBBI Registration number – IBBI/RV/06/2019/10708	2	95
5.	Copy of Fairness Opinion Report dated 20thJuly 2023 issued by Navigant Corporate Advisors Limited, a SEBI Registered Category I Merchant Banker having SEBI registration number INM0000I2243	3	114
6.	Copy of Certificate dated 27thAugust 2024, issued by Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000917N), Statutory Auditors of EFC (I) Limited certifying accountingtreatment	4	126
7.	Copy of report of Audit Committee of EFC(I) Limited dated 20th July2023	5	127
8.	Copy of report of Independent Director of EFC(I) Limited dated 20th July2023	6	131
9.	Copy of the order passed by the Hon’ble NCLT Mumbai Bench in Company Application No. C.A. (CAA) 184 / MB / 2025 pronounced on 11thAugust 2025	7	136
10.	Copy of the resolution passed by the Board of directors of EFC(I)Limited approvingthe Scheme	8	149
11.	Copy of the resolution passed by the Board of directors of Whitehills Interior Limited approvingthe Scheme	9	154
12.	Copy of Report adopted by Board of EFC (I) Limited pursuant to Section 232(2)(c) of the Companies Act, 2013.	10A	158
13.	Copy of Report adopted by Board of Whitehills Interior Limited pursuant to Section 232(2)(c) of the Companies Act, 2013.	10B	165

EFC (I) Limited

Regd. Office: 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune411007, Maharashtra I CIN: L74110PN1984PLC216407

Tel.: 020 2952 0138 I Email Id: [email protected] I Website: www.efclimited.in

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Sr. No.	Contents	Annexure No.	Page No.
14.	Copy of Certificate dated 2ndJuly 2025 issued by Bhavesh M Rathod Chartered Accountants and an Independent Registered Valuer having IBBI Registration Number – IBBI/RV/06/2019/10708 statingimpact of bonus issues.	11	171
15.	Copy of Certificate dated 2ndJuly 2025 issued by the Statutory Auditor of the EFC, certifying the basis and calculation of the adjusted allotmentpursuant to the bonus issue.	12	173
16.	Compliance Report dated 26thJuly 2023 in terms of the provisions of the SEBI Master Circular	13	176
17.	Copy of Complaints Report dated 28thAugust 2023 submitted to the BSE Limited	14	178
18.	Copy of No-objection Letter received form BSE Limited dated 13thMay2025	15	179
19.	Information pertaining to the unlisted companies involved in the Scheme, i.e., Whitehills Interior Limited in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements)Regulations,2018	16	183
20.	Copy of Certificate issued by Rarever Financial Advisors Private Limited an independent SEBI registered Category – I Merchant Banker, having SEBI Registration No. INM000013217 certifying the accuracy and adequacy of the information in the abridged prospectus	17	202
21.	Copy of Certificate from Chartered Accountant confirming the capital build-up of Whitehills Interior Limited since the date of incorporation	18	205

The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 read with applicable SEBI circulars and Annexures constitute a single and complete set of documents and should be read together as they form an integral part of this document.

Copies of the relevant documents may also be obtained at the Registered Office of EFC (I) Limited at 6th Floor, V.B. Capitol Building, Range Hill Road, Bhoslenagar, Shivajinagar, Pune – 411007, Maharashtra, India between Monday to Friday between 9:00 A.M. to 5:00 P.M., up to the date of the meeting or by email to the authorized representative of EFC (I) Limited at [email protected]

EFC (I) Limited

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FORM NO. CAA 2

(Pursuant to Section 230(3) and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamation Rules, 2016)

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY APPLICATION NO. - C.A. (CAA)/184(MB)2025

IN THE MATTER OF THE COMPANIES ACT, 2013,

AND

IN THE MATTER OF APPLICATION UNDER SECTION 230 TO232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND

IN THE MATTER OF SCHEME OF AMALGAMATION (MERGER BY ABSORPTION) OF WHITEHILLS INTERIOR LIMITED (‘TRANSFEROR COMPANY’ or ‘FIRST APPLICANT COMPANY’) WITH EFC (I) LIMITED (‘TRANSFEREE COMPANY’ or ‘SECOND APPLICANT COMPANY’) AND THEIR SHAREHOLDERS AND CREDITORS

EFC (I) Limited,

a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at 6th Floor, V.B. Capitol Building, Range Hill Road, Bhoslenagar, Shivajinagar, Pune – 411007, Maharashtra. CIN: L74110PN1984PLC216407

} } } } }

} …Second Applicant Company/ } Transferee Company

EFC (I) Limited

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NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF EFC (I) LIMITED (‘TRANSFEREE COMPANY’ or ‘SECOND APPLICANT COMPANY’) AS PER THE DIRECTIONS OF HON’BLE NCLT, MUMBAI BENCH, VIDE ORDER DATED 11[th] AUGUST 2025

To,

The Equity Shareholders of EFC (I) Limited

NOTICE is hereby given that by an Order dated 11[th] August 2025 (date of pronouncement) in Company Application No. CA (CAA) /184(MB)/2025 (the “Order”), the Hon’ble National Company Law Tribunal (“Hon’ble NCLT” or “Tribunal”) has directed that a meeting of the Equity Shareholders of EFC (I) Limited be convened and held for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation (Merger by Absorption) of Whitehills Interior Limited (“Transferor Company” or “First Applicant Company” or “WIL” or “Whitehills”) and EFC (I) Limited (“Transferee Company” or “Second Applicant Company” or “EFC”) and their respective shareholders and creditors (“Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

In pursuance of the said Order and as directed therein, further Notice is hereby given that Meeting of the Equity Shareholders of the Company (“NCLT Convened Meeting” or “Meeting”) will be convened and held through VC/OAVM on Monday, 15[th] September, 2025 at 12:30 p.m. (IST) with the facility of remote e-voting and e-voting at the Meeting in compliance with the provisions of the Companies Act, 2013 (‘Act’) read with the applicable general circulars issued by the Ministry of Corporate Affairs, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Circular No. SEBI/HO/CFD/CFD PoD2/P/CIR/2024/133 dated October 3, 2024 issued by the Securities and Exchange Board of India and other applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (‘SS-2’) at which time and place the said Equity Shareholders are requested to attend the Meeting to transact the following business.

The Scheme, if approved by the requisite majority of Equity Shareholders of the Company as per Section 230(6) of the Act read with SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 (“SEBI Scheme Circular”) and applicable SEBI Circulars, if any, will be subject to subsequent approval of the Hon’ble Tribunal and such other approvals, permissions and sanctions from any other regulatory or statutory authority(ies) as may be deemed necessary.

The Company has engaged the services of MUFG Intime India Private Limited (“MUFG”) for the purpose of providing the facility of remote e-voting prior to the Meeting and e-voting during the Meeting. The equity shareholders may refer to the ‘Notes’ to this Notice for further details on remote e-voting prior to the Meeting and e-voting at the Meeting.

As per the directions of the Hon’ble Tribunal, Ms. Gayatri Srinivasan Iyer (DIN – 09054785), Independent Director of the Company or failing her, Mr. Rajesh C. Vaishnav (DIN – 00119614), Independent Director of the Company, is appointed as the Chairperson of the Meeting including for any adjournments thereof. The Hon’ble Tribunal has appointed Mr. Chirag Sachapara (Membership No. FCS 13160 and CP No. 22177) Proprietor of M/s. Sachapara & Associates, Company Secretaries, or failing him, Mr. Satyajit Mishra (Membership No. FCS 5759 and CP No. 4997) Proprietor of M/s Satyajit

EFC (I) Limited

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Mishra & Co., Practicing Company Secretary as Scrutinizer for the Meeting, including any adjournments thereof, to scrutinize the process of remote e-voting prior to the Meeting as well as e-voting during the Meeting, to ensure that it is fair and transparent.

The voting rights of the equity shareholders shall be in proportion to their share(s) of the paid-up equity share capital of the Company as on the closure of business hours on Wednesday, 8[th] September, 2025 (“ Cut-Off Date ”). Only members whose name is recorded in Register of Members maintained by the Company or in the Register of Beneficial Owners maintained by Depositories as on the Cut-Off date , shall be entitled to vote via remote e-voting or e-voting at the Meeting on the proposed resolution. A person who is not a member as on the Cut-Off Date should treat this Notice for information purposes only.

The results of the Meeting shall be announced within two working days of the conclusion of the Meeting upon receipt of Scrutinizer’s report and the same shall be displayed on the website of the Company www.efclimited.in and on the website of MUFG at instavote.linkintime.co.in, being the agency appointed by the Company to provide the e-voting facility to the shareholders, as aforesaid, besides being communicated to BSE. Further, as per the Order dated 11[th] August 2025, Hon’ble Chairman will submit its report to the NCLT within 30 (thirty) days from the conclusion of the Meeting.

The Explanatory Statement under Section(s) 102, 230 to 232 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI Listing Regulations and applicable SEBI Circulars, along with a copy of the Scheme and other Annexures to the Explanatory Statement are enclosed herewith. A copy of this Notice, Explanatory Statement and the Annexures are available on the website of the Company at www.efclimited.in, the website of MUFG at instavote.linkintime.co.in being the agency appointed by the Company to provide remote e-voting /e-voting and other facilities for the Meeting and the website of the Stock Exchanges where the equity shares of the Company are listed, i.e., BSE Limited www.bseindia.com. A copy of the Notice together with the accompanying documents can be obtained free of charge on any day (except Saturday, Sunday and public holidays) from the Registered Office of Registered Office of EFC (I) Limited at 6th Floor, V.B. Capitol Building, Range Hill Road, Bhoslenagar, Shivajinagar, Pune – 411007, Maharashtra, India between 9:00 A.M. to 5:00 P.M., up to the date of the meeting. Alternatively, a written request in this regard, along with details of your shareholding in the Company, may be addressed to the Company Secretary at [email protected] and the Company will arrange to send the same to you at your registered address.

The Hon’ble NCLT has directed to convene the Meeting through VC/OAVM along with the facility of remote e-voting and e-voting at the Meeting, therefore, the facility of appointment of proxies will not be available for the Meeting and hence the proxy form and attendance slip are not annexed to this Notice.

However, a body corporate being the Equity Shareholder of the Company may appoint any person to act as its representative in accordance with the provisions of Section 112 and 113 of the Companies Act, 2013 to participate in the Meeting and vote through e-voting or through remote e-voting provided that in pursuance of Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, a copy of the resolution of the board of directors or other governing body of such body corporate authorizing such person, to act as its representative to attend and / or vote on its behalf, is lodged with the Scrutinizer with a copy marked to the Company not later than 48 hours before the Meeting.

EFC (I) Limited

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1. To consider and, if thought fit, to pass, the following resolution with specified requisite majority as provided under the provisions of Sections 230-232 and in terms of the SEBI Scheme Master Circular (SEBI/HO/CFD/POD- 2/P/CIR/2023/93) dated June 20, 2023 (as amended), and other applicable provisions, if any:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 (“Act”), read with the Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, (including any statutory modification or re-enactment or amendment thereof) applicable circulars and notifications issued by Ministry of Corporate Affairs, the Securities and Exchange Board of India Act, 1992 and the applicable Regulations thereunder including, the applicable provision of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), SEBI’s Master Circular and circulars and notifications issued by the SEBI, the Observation Letter(s) issued by BSE Limited dated 13[th] May 2025, the provisions of the Memorandum of Association and Articles of Association of EFC (I) Limited (the “Company”) and other applicable laws, rules and regulations, and subject to approval by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT” or “Tribunal”) and such other approvals, permissions and sanctions of any other regulatory or statutory authorities, as may be deemed necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon’ble NCLT or any other regulatory or statutory authority(ies), while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (“Board”), which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution, the proposed amalgamation embodied in the Scheme of Amalgamation (Merger by Absorption) between Whitehills Interior Limited (“Transferor Company” or “First Applicant Company”) and EFC (I) Limited (“Transferee Company” or “Second Applicant Company”) and their respective shareholders and creditors (“Scheme”), placed before this NCLT convened meeting of the shareholders and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT , the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the resolutions and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT and/or any other authority(ies) while sanctioning the Scheme or by any regulatory or statutory authority(ies) under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to approve withdrawal of the Scheme at any stage for any reason including in case any changes and / or modifications are suggested / required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, SEBI, NCLT, and/or any other authority, which are in its view not acceptable to the Company, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto, as the authorized persons may deem fit

EFC (I) Limited

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and proper without being required to seek any further approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

2. To consider, and, if thought fit, approve the related party transaction to be entered into by the Company as part of the Scheme and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

” RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder, (including any statutory amendment(s) or re-enactment thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for absorbing assets and liabilities of Whitehills Interior Limited (subsidiary and related party of the Company) and for issue of 3,77,30,000 (Three Crore Seventy Seven Lakhs Thirty Thousand) equity shares of INR 2 (Two) each, fully paid up, to the shareholders of Whitehills Interior Limited, which includes the Promoters of the Company being related party, pursuant to the Scheme of Amalgamation (Merger by Absorption) between Whitehills Interior Limited (subsidiary and related party of the Company) and the Company, as per the details set out in the Explanatory Statement annexed to the notice calling the NCLT convened meeting in which this resolution is proposed to be passed, notwithstanding the fact that the value of this transactions along with the previous transactions, may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, that the said transaction shall be carried out at an arm’s length basis.

RESOLVED FURTHER THAT the Board be and is hereby severally authorized to do all such acts, deeds, matters and things, as it may in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the resolutions and execute all such documents, instruments and writings as deemed necessary as may be required for the purpose of resolving any doubts or difficulties that may arise as the authorized persons may deem fit and proper without being required to seek any further approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

Sd/-

Ms. Gayatri Srinivasan Iyer Chairperson appointed by Tribunal convened Meeting of Equity Shareholders of EFC (I) Limited DIN: 09054785

Dated this 14[th] August, 2025 Place: Pune

Regd. Office: 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007, Maharashtra Tel.: 020 2952 0138 Email Id: [email protected] Website: www.efclimited.in

EFC (I) Limited

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NOTES FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY:

The present Meeting is proposed to be convened through video conferencing or audio visual means on 15[th] September 2025 without the physical presence of the Shareholders at a common venue in terms of the Order passed by the Hon’ble NCLT, dated 11[th] August 2025 and also in accordance with the Guidelines issued by the Ministry of Corporate Affairs (“MCA”) for the purpose of considering, and if thought fit, approving, with or without modification(s), Scheme of Amalgamation (Merger by Absorption) of Whitehills Interior Limited (“Transferor Company” or “First Applicant Company”) and EFC (I) Limited (“Transferee Company” or “Second Applicant Company”) and their respective shareholders and creditors (“Scheme”), under the provisions of Section 230-232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and rules framed thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable provisions of the law.
The deemed venue for the aforesaid Meeting shall be the Registered Office of the Company.
In compliance with Regulation 44 of the SEBI Listing Regulations and Sections 108, 110 of Companies Act, 2013 and other applicable provisions of applicable law, if any, read with the applicable rules made thereunder and the MCA General Circulars, the Company is providing facility for voting by remote e-voting and e-voting during the meeting to all the Equity Shareholders of the Company to enable them to cast their votes electronically on the items mentioned in the Notice. For this purpose, the Company has entered into an agreement with MUFG Intime India Private Limited for facilitating e-voting to enable the Equity Shareholders to cast their votes electronically prior to the Meeting (remote e-voting) as well as during the Meeting (e-voting facility) instead of physical mode.
The shareholder who have cast the vote prior to the commencement of Meeting may just attend the meeting through VC/OAVM but shall not be entitled to vote again during their respective Meeting. The e-voting facility can be availed by logging on instavote.linkintime.co.in. As such, physical attendance of Equity Shareholders has been dispensed with and hence the proxy form and attendance slip are not annexed to this Notice.
In compliance with the Order and the MCA circulars, the notice of this Meeting, together with accompanying documents is being sent through electronic mode to those equity shareholders of the Company whose email addresses are registered with the Company/Depository Participant/Register and Transfer Agent as on Thursday, 7[th] August 2025 (“Dispatch Cut-Off Date”). In terms of the NCLT Order, the Company has also published a public notice by way of an advertisement in ‘Financial Express Pune Edition’ in English Language and ‘Navrashtra Pune Edition’ in Marathi Language, both having circulation in the state of Maharashtra where the registered office of the Company is situated and having electronic editions, indicating the day, date, time and mode of the Meeting. Further, the copies of the Scheme, and the Explanatory Statement required to be furnished pursuant to Sections 230 to 232 of the Act shall be provided free of charge at the Registered Office of the Company and alternatively upon written request, the Company will arrange to send the same to you at your registered address.
In view of the “Green Initiatives in Corporate Governance” introduced by MCA and in terms of the provisions of the Companies Act, 2013, members who are holding shares of the Company in

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physical mode, are required to register their email addresses, so as to enable the Company to send all notices/ reports/ documents/ intimations and other correspondences, etc., through emails in the electronic mode.

Pursuant to Section 113 of the Act, Authorized Representatives of the members may be appointed by Body Corporates for the purpose of voting through remote e-voting and e-voting at the meeting, provided an authority letter / power of attorney by the board of directors or a certified copy of the resolution passed by its board of directors or other governing body authorizing such representative to attend and vote at the Meeting and also through e-voting on its behalf along with the attested specimen signature of the duly authorized signatories who are authorized to vote is emailed to the to [email protected] not later than 48 hours before the Meeting.
In case of joint holders attending the Meeting, only such joint equity shareholder whose name appears as the first shareholder in the order of names as per the Register of Members will be entitled to vote at the Meeting.
The Equity Shareholders whose names appear in the register of members / list of beneficial owners as on the Cut-Off Date i.e., 8[th] September 2025 only shall be entitled to vote electronically on the resolution set out in this notice through the electronic voting system of the MUFG either before the date of the Meeting (referred to as ‘remote e-voting’) or during the Meeting. Voting rights shall be reckoned on the paid-up value of the shares registered in the name(s) of the Equity Shareholders on the Cut-Off Date i.e., 8[th] September 2025. A person who is not a shareholder as on the Cut-Off Date should treat this notice for information purposes only.
A person who has acquired the equity shares and has become a member of the Company after the dispatch of the Notice and prior to the Cut-Off Date i.e. 8[th] September 2025 shall be entitled to exercise his/her vote electronically i.e. remote e-voting or e-voting system on the date of the Meeting by following the procedure mentioned below.
Equity Shareholders attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum. As per the directions of the Hon’ble NCLT, the quorum of the Meeting of the Equity Shareholders shall be in terms of Section 103 of the Act. If the quorum for the Meeting is not present within 30 minutes, the Meeting will stand adjourned by another 30 minutes and thereafter the Equity Shareholders present and voting at the meeting shall be deemed to constitute the quorum.

Since, the Company is seeking the approval of its Equity Shareholders to the Scheme by way of voting through remote e-voting/ e-voting at the Meeting, no separate procedure for voting through remote e-voting/ e-voting for the Meeting, would be required to be carried out by the Company for seeking the approval to the Scheme by its public shareholders in terms of the Master Circular issued by Securities and Exchange Board of India (“ SEBI ”) SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 (“ SEBI Master Circular ”). The Notice sent to the Equity Shareholders of the Company would also be deemed to be the Notice sent to the public shareholders of the Company. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

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Hon’ble NCLT, by its Order, has, inter alia, held that since Company is directed to convene a Meeting of its Equity Shareholders, which includes public shareholders, and the voting in respect of such Equity Shareholders, which includes Public Shareholders, is through e-voting, the same is in sufficient compliance of SEBI Master Circular.
In accordance with the provisions of Sections 230 to232 of the Companies Act, 2013, the Scheme shall be acted upon only if the resolution mentioned above in the notice has been approved by the majority of persons representing three -fourth in value, of the fully paid-up of the equity shareholders, voting through remote e-voting/ e-voting facility made available during the Meeting.
In terms of the SEBI Master Circular, the Scheme shall be acted upon only if the votes cast by the Public Shareholders of the Company in favor of the resolution for the approval of the Scheme are more than the number of votes cast by the Public Shareholders against it.
In accordance with the provisions of Regulation 23 of SEBI Listing Regulations, the related party transaction proposed in resolution no 2 shall be acted upon only if the resolution mentioned above in the notice has been approved by the majority of the equity shareholders, voting through remote e-voting/ e-voting facility made available during the Meeting, provided, no related party shall vote on such resolution.
All the Equity Shareholders will be entitled to attend the meeting through VC/OAVM. However, the Equity Shareholders who have already voted through the remote e-voting process before the Meeting, will not be entitled to vote during the Meeting.
Notice of the Meeting, Explanatory Statement and other documents are available on the website of the Company at www.efclimited.in . Such documents will also be submitted with the BSE for displaying the same on their website at www.bseindia.com and on the website of MUFG at instavote.linkintime.co.in
Equity shareholders are requested to carefully read the remote e-voting and e-voting during the meeting instructions forming part of the Notice.
The facility for joining the Meeting through VC/OAVM facility will be enabled 60 (Sixty) minutes before the scheduled start-time of the Meeting by following the procedure mentioned below.
Hon’ble NCLT has appointed Mr. Chirag Sachapara (Membership No. FCS 13160 and CP No. 22177) Proprietor of M/s. Sachapara & Associates, Company Secretaries, or failing him, Mr. Satyajit Mishra (Membership No. FCS 5759 and CP No. 4997) Proprietor of M/s Satyajit Mishra & Co., Practicing Company Secretary, as Scrutinizer for the Meeting. The Scrutinizer will submit her report to the Chairman of the Meeting after completion of the scrutiny of the votes cast by the Equity Shareholders of the Company through remote e- voting and e-voting process at the Meeting. The Scrutinizer will also submit his report within two working days from the conclusion of the Meeting. The Scrutinizer’s decision on the validity of the e-votes shall be final.
Any queries/grievances in relation to the e-voting and remote e-voting may be addressed to Mr. Aman Gupta, Company Secretary of the Company at 6th Floor, VB Capitol Building, Range Hill

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Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune, Maharashtra, India, 411007, or through email to [email protected] or may be addressed to the following:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending request at [email protected] or call at: 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending request at [email protected] or contact at toll free no. 1800 22 55 33

INTRUCTIONS FOR REMOTE E-VOTING

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-voting facility.

I. Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

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a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
c) Enter the last 4 digits of your bank account / generate ‘OTP’
d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

METHOD 2 - NSDL e-voting website

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 3 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP. c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s.

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II. Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com click on New System Myeasi Tab.
b) Enter existing username, Password & click on “Login”.
c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

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Shareholders not registered for Easi/ Easiest facility:

a) To

To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).

METHOD 2 - CDSL e-voting page

a) Visit URL: https://www.cdslindia.com

b) Go to e-voting tab.
c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

III. Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through “e-voting” option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

IV. Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

HELPDESK:

STEP 1: LOGIN / SIGNUP to InstaVote

EFC (I) Limited

Regd. Office: 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007, Maharashtra I CIN: L74110PN1984PLC216407

Tel.: 020 2952 0138 I Email Id: [email protected] I Website: www.efclimited.in

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Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
b) Enter details as under:
User ID: Enter User ID NSDL: User ID is 8 Character DP ID followed by 8 Digit Client ID (e.g.lN123456) and 8 digit Client ID (eg.12345678).

CDSL: User ID is 16 Digit Beneficiary ID.

Shares held in physical form: User ID is Event No + Folio no. registered with the Company
Password: Enter existing Password
Enter Image Verification (CAPTCHA) Code
Click “Submit”. (Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
User ID: Enter User ID NSDL: User ID is 8 Character DP ID followed by 8 Digit Client ID (e.g.lN123456) and 8 digit Client ID (eg.12345678).

CDSL: User ID is 16 Digit Beneficiary ID.

Shares held in physical form: User ID is Event No + Folio no. registered with the Company
PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company – in DD/MM/YYYY format)
Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
Shareholders holding shares in NSDL form, shall provide ‘D’ above
Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
Set the password of your choice. (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
Enter Image Verification (CAPTCHA) Code.
Click “Submit” (You have now registered on InstaVote). Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

a) Post successful authentication and redirection to InstaVote inbox page, you will be able

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to see the “Notification for e-voting”.

b) Select ‘View’ icon. E-voting page will appear.
c) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
d) After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
e) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
‘Investor’s Name - Enter Investor’s Name as updated with DP.
‘Investor PAN’ - Enter your 10-digit PAN.
‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID

Further, Custodians and Mutual Funds shall also upload specimen signatures.

d) Click on Submit button. (The investor is now mapped with the Custodian / Corporate

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Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d) Enter “16-digit Demat Account No.”.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see “Notification for e-voting”.
c) Select “View” icon for “Company’s Name / Event number”. d) E-voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on “Login” under ‘SHARE HOLDER’ tab.
Click “forgot password?”
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

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In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Click “forgot password?”
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e- mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions – Shareholders

➢ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
➢ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
➢ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

INSTRUCTIONS FOR SHAREHOLDERS TO ATTEND AND VOTE DURING THE GENERAL MEETING

Login method for shareholders to attend the General Meeting through InstaMeet:

a) Visit URL: https://instameet.in.mpms.mufg.com & click on “Login” .
b) Select the “Company Name” and register with your following details:
c) Select Check Box - Demat Account No . / Folio No. / PAN
Shareholders holding shares in NSDL/ CDSL demat account shall select check box - Demat Account No. and enter the 16-digit demat account number.
Shareholders holding shares in physical form shall select check box – Folio No. and enter the Folio Number registered with the company.
Shareholders shall select check box – PAN and enter 10-digit Permanent Account Number (PAN). Shareholders who have not updated their PAN with the Depository Participant (DP)/

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Company shall use the sequence number provided by MUFG Intime, if applicable.

Mobile No: Mobile No. as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
Email ID: Email Id as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.

d) Click “Go to Meeting”

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

a) Shareholders who would like to speak during the meeting must register their request with the company.
b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.
c) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.
d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chat-board during the meeting.

*Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET
c) Click on 'Submit'.
d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.

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Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

PROCESS TO BE FOLLOWED FOR ONE-TIME REGISTRATION OF E-MAIL ADDRESS (FOR SHARES HELD IN PHYSICAL FORM OR IN ELECTRONIC FORM) IS AS FOLLOWS:

Members whose e-mail addresses are not registered with the Company/DPs/RTA, may follow the following process and get their email address registered with RTA on or before 5 p.m. (IST) on Sunday, September 14, 2025 to receive the Notice, the procedure for remote e-voting along with login ID and password for remote e-voting. The summary of the process is as below:

a) Visit the link: https://web.in.mpms.mufg.com/EmailReg/Email_Register.html
b) Select the name of the Company from drop-down: EFC (I) Limited
c) Enter details in respective fields such as DP ID and Client ID (if shares held in electronic form) / Folio no. and Certificate no. (if shares held in physical form), Shareholder name, PAN, mobile number and e-mail id
d) System will send One Time Password ('OTP') on mobile no. and e-mail id
e) Enter OTP received on mobile no. and e-mail id and submit

After successful registration of the e-mail address, MUFG Intime India Private Limited will send a copy of the Notice along with login ID and password for remote e-voting to the e-mail address so registered.

In case of any queries, Members may write to [email protected]

EFC (I) Limited

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH COMPANY APPLICATION NO. - C.A. (CAA) /184/ MB / 2025

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF APPLICATION UNDER SECTION 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND

In the matter of Scheme of Amalgamation (Merger by Absorption) of Whitehills Interior Limited (“Transferor Company” or “First Applicant Company”) with EFC (I) Limited (“Transferee Company” or “Second Applicant Company”) and their respective shareholders and creditors (“Scheme”)

EFC (I) Limited,

EFC (I) Limited, } a Company incorporated under the provisions of the } Companies Act, 1956 having its registered office at } 6th Floor, V.B. Capitol Building, Range Hill Road, } Bhoslenagar, Shivajinagar, } Pune – 411007, Maharashtra. } …Second Applicant Company/ CIN: L74110PN1984PLC216407 } Transferee Company

EXPLANATORY STATEMENT UNDER SECTIONS 102 AND 230 TO 232 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND OTHER APPLICABLE LAWS, ACCOMPANYING THE NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF EFC (I) LIMITED CONVENED AS PER DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

Item No. 1: To consider and, if thought fit, to pass, the following resolution with specified requisite majority as provided under the provisions of Sections 230-232 and in terms of the SEBI Scheme Master Circular (SEBI/HO/CFD/POD- 2/P/CIR/2023/93) dated June 20, 2023 (as amended), and other applicable provisions, if any

1. Meeting for the Scheme:

This is a Statement accompanying the Notice convening the meeting of the Equity Shareholders of EFC (I) Limited pursuant to the directions of the Hon’ble National Company Law Tribunal Mumbai Bench (“Hon’ble NCLT” or “Tribunal”) vide its Order dated 11[th] August 2025 passed in the Company Scheme Application No. CA (CAA) / 184 / MB / 2025 (“ the Order ”). The Meeting of the Equity Shareholders of EFC (I) Limited is scheduled to be held on 15[th] September, 2025, at 12:30 P.M. (IST) through video conferencing / other audio and visual means (“Tribunal convened Meeting” or “Meeting”), for the purpose of considering,

EFC (I) Limited

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and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation (Merger by Absorption) of Whitehills Interior Limited (“Transferor Company” or “First Applicant Company” or “Whitehills” or “WIL”) with EFC (I) Limited (“Transferee Company” or “Second Applicant Company” or “EFC” or “EIL” or “Company”) and their respective Shareholders and Creditors (“Scheme”) under Sections 230-232 of the Companies Act, 2013 (“the Act”) (including statutory modifications, or re-enactment or amendment thereon) read with rules made thereunder. A copy of the Scheme is enclosed herewith as Annexure 1.

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the LODR Regulations, the Company has extended remote e- voting prior to the Meeting and e-voting facility during the Meeting for its members to enable them to cast their votes electronically on the resolutions set forth in this notice. Equity Shareholders of the Company would be entitled to vote on the resolution proposed to be passed at Meeting by remote e-voting facility prior to the Meeting and e-voting at the Meeting. The details of remote e-voting are as under:

Commencement of remote e-voting	Wednesday, 10th September, 2025 at 9:00 A.M. IST
End of remote e-voting	Sunday, 14th September, 2025 at 5:00 P.M. IST

The Members shall also be eligible to vote through e-voting facility available during the Meeting. The quorum of the Meeting shall be as per Section 103 of the Act present through Video Conferencing (“VC”) and other audio-visual means (“OVAM”).

In terms of the said Order, The Hon’ble NCLT has appointed Ms. Gayatri Srinivasan Iyer (DIN: 09054785), and failing her Mr. Rajesh Chandrakant Vaishnav (DIN: 00119614), both Independent Director(s) of the Company as the Chairperson of the Meeting and Mr. Chirag Sachapara (Membership No. FCS 13160 and CP No. 22177), Proprietor of M/s. Sachapara & Associates, Company Secretaries, failing him, Mr. Satyajit Mishra (Membership No. FCS 5759 and CP No. 4997), Proprietor of M/s. Satyajit Mishra & Co., Practicing Company Secretary, as a Scrutinizer for the Meeting.

2. Scheme

2.1. The proposed Scheme was placed before the Audit Committee of EFC and the Committee of Independent Directors of EFC at their respective meetings both held on 20[th] July 2023. On the basis of their respective evaluation and independent judgment and in consideration of, inter alia, the share entitlement ratio report dated 20[th] July 2023 issued by Bhavesh M. Rathod Registered Valuer having IBBI Registration number – IBBI/RV/06/2019/10708 (“ Share Entitlement Ratio Report ”), enclosed as Annexure 2, the fairness opinion dated 20[th] July 2023 issued Navigant Corporate Advisors Limited, a SEBI Registered Category I Merchant Banker having SEBI registration number INM0000I2243 (“ Fairness Opinion ”), enclosed as Annexure 3 , the certificate dated 27[th] August 2024, issued by Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000917N), the statutory auditors of EFC, to the effect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act and applicable rules and other generally accepted accounting principles in India, enclosed as Annexure 4 (hereinafter referred to as

EFC (I) Limited

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“ Auditors’ Certificate on conformity of accounting treatment ”), the Audit Committee and the Committee of Independent Directors in their respective reports, enclosed as Annexure 5 and Annexure 6 respectively, recommended the Scheme for approval by the Board. The Board, at its meeting held on 20[th] July 2023, approved the Scheme.

2.2. The proposed Scheme shall be effective from the Appointed Date i.e. 1[st] April 2023 but shall be made operative from the Effective Date (as defined in the Scheme).
2.3. The Scheme, inter alia, provides for the following:

The amalgamation of the Whitehills into the EFC, by way of merger by absorption and dissolution of the Whitehills without winding up and the consequent issuance of the EFC Shares (as defined in the Scheme) in accordance with the Share Exchange Ratio) to the Eligible Members, in respect of each Whitehills Share (as defined hereunder) held by them in accordance with this Scheme (“Amalgamation”).

2.4. Details of the NCLT order which directs the calling, convening and conducting of the Meeting:

The Hon’ble NCLT Mumbai Bench has admitted the application and the copy of the order passed by the Hon’ble NCLT Mumbai Bench in Company Application No. C.A. (CAA) 184 / MB / 2025 pronounced on 11[th] August 2025 is enclosed as Annexure 7 .

A copy of the Scheme along with the aforesaid Order will be filed by the Whitehills and EFC with the Registrar of Companies, Pune, Maharashtra in Form No GNL-1 in accordance with the provisions of Companies Act, 2013 within the timelines provided therein.

The Hon’ble Tribunal vide its Order, inter alia, has:

a. Given directions to convene the meeting of the shareholders of EFC and has granted dispensation for holding meetings of the shareholders of WIL;
b. Since there are no secured creditors in EFC and WIL, the question of convening and holding the meeting of secured creditors does not arise.
c. Granted dispensation for holding meetings of the unsecured creditors and directed to send notices to all the unsecured creditors of EFC and WIL.
2.5. The Scheme, if approved at the Meeting, will be subject to the subsequent approval of the Hon’ble NCLT Mumbai Bench and such other approvals, permission, and sanctions or regulatory or other authorities, as may be necessary and as contemplated in the Scheme.

3. Need, Rationale and benefit of the Scheme

3.1 EFC, along with its subsidiaries, is engaged in the business of developing, managing, and leasing managed office spaces across India. WIL, the Transferor Company, is one of India’s leading contracting companies, with a well-organized setup that delivers end-to-end solutions in the commercial real estate sector and is engaged in the design and build of commercial

EFC (I) Limited

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interiors, offering turnkey solutions including fit-outs, furniture, and infrastructure development. WIL has shown significant growth over the years.

3.2 EFC leases office spaces from landlord and after aesthetically designing and efficiently building those workspaces, offers the same on sub-leases to large corporates / mid & small sized business enterprises under managed / serviced office business model. It is pertinent to note that EFC adds value to such workspaces by designing and building it for operating as office spaces. WIL brings the expertise, skill set and experience of designing and building commercial spaces, including office spaces. The proposed merger will enable EFC to bring WIL’s expertise entirely in-house and consequently EFC will benefit from enhanced cost efficiencies, improved execution timelines, greater control over quality, and reduced reliance on third-party vendors. This vertical integration will enable the Company to deliver end-to-end workspace solutions by designing, building and leasing workspaces, thereby improving service delivery and responsiveness to client needs, particularly for enterprise clients seeking turnkey commercial space solutions. Additionally, the merger will lead EFCIL to improve its profitability as the margin which would otherwise have been shared with design & build service providers is now retained internally. Therefore, post merger, 100% of Profits of WIL will get consolidated and reflected in EFC’s net profits.
3.3 Further, in addition to improving EFC margins, the proposed merger with WIL will also enable EFC to add an additional revenue stream in form of income from design and build services. Over the years, WIL has established itself as one of the leading contractors and is consistently growing its businesses on PAN India basis by offering its services to multiple sectors in the commercial space design & development segment. The revenue of WIL has grown from INR 417.68 Lakh in FY 2023 to INR 25,478.63 Lakh in FY 2025, and is projected to grow with an upward trend which would substantially contribute in the growth of EFC as Pursuant to amalgamation / merger, WIL’s revenue will be 100% consolidated and reflected in EFC’s revenue, leading to enhanced revenue and earnings and also direct value creation for all shareholders.
3.4 In addition, the merger is expected to not only enhance operating leverage but also deliver strategic advantages in scaling the business across India. By combining their complementary capabilities, the merged entity will be better equipped to capture larger market opportunities, optimize resource utilization, strengthen the asset base, and improve overall net worth. This, in turn, will enhance the company’s credit profile and financial standing with lenders, while unlocking sustainable long-term value for shareholders.
3.5 The above clearly establishes the strong commercial, financial and strategic basis for merger of WIL and EFC as the merged entity will not only have improved margins / profitability but also additional revenue streams along with strong end to end business offerings to its customers.
3.6 Further the Rationale of the Scheme as mentioned in para C of the Scheme is reproduced as under for ready reference and perusal:

“The Amalgamation of the subsidiary company into the Holding Transferee company pursuant to this Scheme would, inter alia, have the following benefits:

EFC (I) Limited

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(i) The Transferor Company is in the business in India as stated in clause A (of the Scheme) , 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.
(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 requirements.

EFC (I) Limited

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(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.”

4. Details of companies involved in the Scheme:

A. EFC (I) Limited

4.1. EFC (I) Limited is a public limited company having Corporate Identity Number (CIN) L74110PN1984PLC216407 incorporated on 7[th] February 1984, under the provisions of the Companies Act, 1956. EFC (I) Limited is engaged in the business of renting and dealing in office spaces, storage facilities and providing software and network infrastructure facilities.

The details of the EFC is as under:

Date of Incorporation	7thFebruary1984
Corporate Identification number	L74110PN1984PLC216407
Permanent Account Number	AAACA9727B
Type of Company	Public Company
Registered Office	6thFloor, VB Capitol Building, Range Hill Road, Bhoslenagar, Shivajinagar, Pune - 411007, Maharashtra
Email Address	[email protected]
Stock exchange where securities of the Company are listed	The Equity Shares of EFC is listed on BSE Limited (“BSE”)

4.2. Objects of the EFC (I) Limited:

The main objects of EFC as per the latest Memorandum of Association have been reproduced below for the perusal of the Equity Shareholders:

“To carry on the business of developing, buying, selling or renting out serviced and virtual office space, meeting rooms, office equipment, storage facilities, software development centers, network infrastructure, business executive suites, furnished meeting space and any other infrastructure projects including software parks, health care centers etc.

To carry on business of software development, website development, training, exporting, importing, buying, 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.”

A copy of the latest Memorandum of Association is available for inspection at the registered office.

4.3. Details of change of name, registered office and objects of the Company during the last 5 (five) years:

EFC (I) Limited

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4.3.1. Change of Name:

EFC was originally incorporated as a private limited company, under the name and style of Amani Trading and Exports Private Limited. Amani Trading and Exports Private Limited was converted from private limited company to public limited company under the name and style of Amani Trading and Exports Limited as per the provisions of the Companies Act, 1956.

Thereafter, the name of the Company was changed from Amani Trading and Exports Limited to EFC (I) Limited under the provisions of Companies Act, 2013 and a fresh Certificate of Incorporation consequent to change of name was issued by the Registrar of Companies, Gujarat at Ahmedabad vide its certificate of change of name dated 25[th] July 2022.

4.3.2. Change of Registered Office:

EFC was originally incorporated with its registered office situated in the state of Maharashtra under the jurisdiction of Registrar of Companies, Bombay. The registered Office of EFC was changed from Maharashtra under the jurisdiction of Registrar of Companies, Bombay to state of Gujarat under the jurisdiction of Registrar of Companies, Ahmedabad vide order dated 14[th] June 1993.

The registered office of the EFC (I) Limited was again changed from the State of Gujarat to the State of Maharashtra on 17[th] October 2022 under the provisions of Companies Act, 2013 and order passed by the Regional Director (North-Western Region).

4.3.3. Change of Objects:

There has been no change in the objects of EFC as listed in its Memorandum of Association.

4.3.4. Details of the capital structure of EFC including authorized, issued, subscribed and - paid up share capital:

The share capital of the EFC (I) Limited as on 8[th] August 2025 is as under:

Particulars	Amount(INR)
Authorized Share Capital 12,50,00,000 equityshares of face value INR 2/- each	25,00,00,000
Total	25,00,00,000
Issued, Subscribed and Paid-up Share Capital 9,95,53,376 equityshares of face value INR 2/- each	19,91,06,752
Total	19,91,06,752

4.3.5. Details of promoters and directors of EFC along with their addresses:

Details of Promoters of EFC as on 8[th] August 2025 are as follows:

EFC (I) Limited

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Sr. No.	Name of the Promoter and Promoter Group	Address
1	Umesh Kumar Sahay	Flat No-A/308 Survey No-22, Pristine Fontana, Behind Maratha Mandir, Bavdhan Khurd, PO: Armament,Pune City- 411021,Maharashtra.
2	Abhishek Narbaria	Flat 601, Apoorva APT, S NO 78 PL NO 10, Ramnagar Colony, PO: Armament, Bavdhan, Pune -411021,Maharashtra.
3	Aditi Umesh Sahai	Flat No 308 A, Pristine Fontana, Bavdhan, Near LMD Circle, Armament, Pune – 411021, Maharashtra.
4	Shefali Chintan Parikh	Chitrakut, B/H cargo ford motors, off CG Road, Ellisbridge,Ahmedabad- 380006,Gujrat.
5	Falguniben Shreyasbhai Sheth	Navel Bldg, Near Phatasha Pole, Gandhi Road, Ahmedabad-380001,Gujrat.
6	Madhuriben Maheshbhai Jhaveri	Shemoli, Gulbai Tekra, C.G Road, Ahemdabad- 380006,Gujrat.
7	Sanjaybhai Maheshbhai	Shemoli, Gulbai Tekra, C.G Road, Ahemdabad- 380006,Gujrat.
8	Shreyakbhai Arvindbhai Sheth	Haveli Bldg, Near Phatasha pole, Ahmedabad- 380006,Gujrat.
9	Varshaben Sanjaybhai Jhaveri	Shemoli, Gulbai Tekra, C.G Road, Ahemdabad- 380006,Gujrat.
10	Amit Narbaria	Flat no. 502, 5thfloor, Apoorva Apartment, LMD Chowk, Bavdhan Khurd, Pune - 411008, Maharashtra,
11	Ganga Sahai	34 Highway Regency Tundla National Highway 2 Tundla Firozabad – 283204,Uttar Pradesh.
12	Lakhan Lal Narbaria	191, Govind Nagar, Hansari, Jhansi - 284135, Uttar Pradesh
13	Pushpa Sahai	34 Highway Regency Tundla National Highway 2 Tundla Firozabad – 283204,Uttar Pradesh.
14	Niren Abhaykumar Jhaveri	10, Municipal staff soc., B/H St. Xaviers High school, Memnagar Road, Ahmedabad-380052, Gujarat.
15	Ajay Chandrakant Mody	610, Dalamal Towers 211, Nariman Point, Mumbai 400021,Maharashtra.
16	Narottam Bhikalal Shah	610, Dalamal Towers 211, Nariman Point, Mumbai 400021,Maharashtra.
17	Shripal Sevantilal Morakhia	604, Stock Exchang Towers Dalal Street - Mumbai 400023,Maharashtra
18	Shefali Chintan Parikh (Navnit Trust)	Chitrakut, B/H cargo ford motors, off CG Road, Ellisbridge,Ahmedabad- 380006,Gujarat.
19	Shefali Chintan Parikh (Suvidha Trust)	Chitrakut, B/H cargo ford motors, off CG Road, Ellisbridge,Ahmedabad- 380006,Gujarat.

EFC (I) Limited

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Sr. No.	Name of the Promoter and Promoter Group	Address
20	Chintan N. Parikh (Saumya Trust)	Chitrakut, B/H cargo ford motors, off CG Road, Ellisbridge,Ahmedabad- 380006,Gujarat.
21	Navnitlal C. Parikh (Shivam Trust)	Chitrakut, B/H cargo ford motors, off CG Road, Ellisbridge,Ahmedabad- 380006,Gujarat.
22	Chintan N. Parikh (Sadhana Trust)	Chitrakut, B/H cargo ford motors, off CG Road, Ellisbridge,Ahmedabad- 380006,Gujarat.

Details of Directors of EFC as on 8[th] August 2025 are as follows:

Sr. No.	Name of the Director	DIN	Address
1	Umesh Kumar Sahay	01733060	Flat No-A/308 Survey No-22, Pristine Fontana, Behind Maratha Mandir, Bavdhan Khurd, PO: Armament, Pune – 411021, Maharashtra.
2	Abhishek Narbaria	01873087	Flat 601, Apoorva APT, S NO 78 PL NO 10, Ramnagar Colony, Bavdhan Police station, Bavdhan, PO: Armament, Pune - 411021, Maharashtra.
3	Gayathri Srinivasan Iyer	09054785	18/102 Regency state, Kalyan Shil Road,Dombivali East,Maharashtra
4	Rajesh Chandrakant Vaishnav	00119614	B-101, Precious Gems, Lane no.6 Koregaon Park, Pune- 411011, Maharashtra
5	Mangina Srinivas Rao	08095079	Plot no- 4, BHEL Enclave, Akber Road, near Centre Point, Bowenpally, Tirumalagiri, Manovikasnagar, Hyderabad- 500009
6.	Nikhil Dilipbhai Bhuta	02111646	B-404, Trinity Orlem Tank Road, Malad West – 400064, Mumbai, Maharashtra.

4.3.6. Details of the date of the Board Meeting of EFC at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board of Directors of EFC unanimously approved the Scheme at its Meeting held on 20[th] July 2023. Details of the manner in which the Directors of EFC voted at the said meeting are as follows:

EFC (I) Limited

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Sr.	Name of Director	Voted in favour	Voted	Did not Vote or
No.		of the	Against the	Participate
		Resolution	Resolution
1.	Umesh Kumar Sahay	Yes	-	-
2.	Abhishek Narbaria	Yes	-	-
3.	Gayathri Srinivasan Iyer	Yes	-	-
4.	Rajesh Chandrakant Vaishnav	Yes	-	-
5.	Mangina Srinivas Rao	Yes	-	-
6.	Nikhil Dilipbhai Bhuta	Yes	-	-

The copy of the resolution passed by the Board of directors is enclosed herewith as Annexure 8.

B. Whitehills Interior Limited

4.4. Whitehills Interior Limited is a public limited company having Corporate Identity Number (CIN) U26990PN2022PLC216228 incorporated on 20[th] November 2022, under the provisions of the Companies Act, 2013. WIL is engaged in business of interior designing and its consultancy, and buying, selling products of interior designing and household items.

The details of WIL is as under:

Date of Incorporation	20thNovember 2022
Corporate Identification number	U26990PN2022PLC216228
Permanent Account Number	AADCW4108R
Type of Company	Public Company
Registered Office	6thFloor, VB Capitol Building, Range Hill Road, Bhoslenagar, Shivajinagar, Pune - 411007, Maharashtra,India
Email Address	[email protected]

4.5. Objects of the Whitehills Interior Limited:

The main objects of WIL as per the Memorandum of Association have been reproduced below for the perusal of the Equity Shareholders:

“To carry on the business of interior designing, interior designing consultancy, manufacturers, assembling, reassembling, repairing, importing, exporting, selling, buying, exchanging, altering, letting on hire, distributing or dealing in all kinds of ceramic items for homes and offices, curtains, panel products, household utensils, china and glass goods, floorings, wallpapers, kitchenware, carpets and other decorative and utility items etc.”

There has been no change in the main objects in the Memorandum of Association of WIL since incorporation. A copy of the latest Memorandum of Association is available for inspection at the registered office.

EFC (I) Limited

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4.6. Details of change of name, registered office and objects of the Company during the last 5 (five) years:

4.6.1. Change of Name:

WIL was incorporated on 20[th] November 2022 and there has been no change in the name of WIL from the date of incorporation till date.

4.6.2. Change of Registered Office:

WIL was incorporated on 20[th] November 2022 and here has been no change in the Registered Office address of WIL from the date of incorporation till date.

4.6.3. Change of Objects:

WIL was incorporated on 20[th] November 2022 and here has been no change in the objects of WIL from the date of incorporation till date.

4.6.4. Details of the capital structure of WIL including authorized, issued, subscribed and -
paid up share capital:

The authorized, issued, subscribed and paid-up share capital of WIL as on 8[th] August 2025 is as under:

Particulars	Amount (INR)
Authorized Share Capital 1,00,000 equityshares of face value of INR 10/- each	10,00,000
Total	10,00,000
Issued, Subscribed and Paid-up Share Capital 1,00,000 equityshares of face value of INR 10/- each	10,00,000
Total	10,00,000

4.6.5. Details of promoters and directors of WIL along with their addresses:

Details of Promoters of WIL as on 8[th] August 2025 are as follows:

Sr.	Name of the Promoter	Address
No.
1.	Umesh Kumar Sahay	Flat No-A/308 Survey No-22, Pristine Fontana, Behind Maratha Mandir, Bavdhan Khurd, PO: Armament, Pune City, Pune – 411021, Maharashtra.
2.	Abhishek Narbaria	Flat 601, Apoorva APT, S NO 78 PL NO 10, Ramnagar Colony, Bavdhan Police station, Bavdhan, Pune City, PO: Armament, Pune- 411021,Maharashtra.
3.	EFC(I)Limited	6th Floor,VB Capitol Building,Range Hill Road,

EFC (I) Limited

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Sr.	Name of the Promoter	Address
No.
		Opp. Hotel Symphony, Bhoslenagar, Shivaji Nagar,Pune – 411007,Maharashtra.
4.	Amit Narbaria	Flat no. 502, 5thfloor, Apoorva Apartment, LMD Chowk, Bavdhan Khurd, Pune City, Pune - 411008,Maharashtra.
5.	Aditi Umesh Sahai	Flat No 308 A, Pristine Fontana, Bavdhan, Near LMD Circle, Pune City, Pune – 411021, Maharashtra.
6.	Akalpita Surendra Bedkihal	Flat No - 603, BLDG - A, Suvarnapark Society, Nr. Maratha Mandir Hall, Bavdhan, Pune City, Pune - 411021,Maharashtra.

Details of Directors of WIL as on 8[th] August 2025 are as follows:

Sr. No.	Name of the Director	DIN	Address
1	Abhishek Narbaria	01873087	Flat 601, Apoorva APT, S NO 78 PL NO 10, Ramnagar Colony, Bavdhan Police station, Bavdhan, Pune City, PO: Armament, Pune, - 411021, Maharashtra
2	Umesh Kumar Sahay	01733060	Flat No-A/308 Survey No-22, Pristine Fontana, Behind Maratha Mandir, Bavdhan Khurd, PO: Armament, Pune City– 411021,Maharashtra.
3	Vishal Omprakash Sharma	06859500	A-1005, R N A Heights A Wing, Jogeshwari Vikhroli Link Road, Andheri East, PO: Chakla MIDC, Mumbai Suburban – 400093,Maharashtra
4	Rajesh Chandrakant Vaishnav	00119614	B-101, Precious Gems, Lane no.6 Koregaon Park, Pune- 411011, Maharashtra.
5	Gayathri Srinivasan Iyer	09054785	18/102 Regency state, Kalyan Shil Road, Dombivali('E'),Maharashtra

4.6.6. Details of the date of the Board Meeting of WIL at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board of Directors of WIL approved the Scheme at its Meeting held on 20[th] July 2023. Details of the manner in which the Directors of WIL unanimously voted in favour of the Scheme, is as follows:

EFC (I) Limited

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Sr. No.	Name of Director	Voted in favour	Voted	Did not Vote or
		of the	Against the	Participate
		Resolution	Resolution
1.	Abhishek Narbaria	Yes	-	-
2.	Umesh Kumar Sahay	Yes	-	-
3.	Vishal Omprakash Sharma	Yes	-	-

The copy of the resolution passed by the Board of directors is enclosed herewith as Annexure 9.

5. Relationship subsisting between the Parties to the Scheme:

5.1. Whitehills Interior Limited (“Transferor Company”) is a subsidiary of EFC (I) Limited (“Transferee Company”).

6. Board Approvals

6.1. The Board of Directors of both WIL and EFC have approved the Scheme at its Meeting held on 20[th] July 2023.
6.2. The Board of EFC and WIL also adopted a report both dated 20[th] July 2023, as per Section 232(2)(c) of the Companies Act, 2013 explaining the scheme’s effect on shareholders, key managerial personnel, promoters, and non-promoter shareholders, including the share entitlement ratio and any valuation difficulties, setting out the salient features and commercial rationale behind the Scheme. The said reports are enclosed to this notice as Annexure 10A and 10B respectively.
6.3. Further, enclosed herewith to the Notice as Annexure 5 is the report of the Audit Committee of EFC dated 20[th] July 2023 recommending the draft Scheme taking into consideration, inter alia, the Share Entitlement Ratio Report and the Fairness Opinion. Also, enclosed herewith to the Notice as Annexure 6 is the report of the Committee of Independent Directors dated 20[th] July 2023 recommending the draft Scheme taking into consideration, inter alia, that the Scheme is not detrimental to the shareholders of EFC.

7. Salient Features of the Scheme

The salient features of the Scheme, inter alia , are as stated below:

7.1. Amalgamation of the Transferor Company into and with the Transferee Company.
7.2. Appointed Date: Appointed Date under the Scheme means 1[st] April 2023.
7.3. Effective Date: Effective Date under the Scheme 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.

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7.4. Record Date: Record Date under the Scheme means 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.
7.5. With effect from the Appointed Date and upon the Scheme becoming effective, the entire Undertaking of the Transferor Company shall stand transferred to and vested in and/or be deemed to have been stand transferred to and vested in the Transferee Company to become the undertaking of the Transferee Company.
7.6. The Transferor Company shall stand dissolved without being wound up.
7.7. Consideration and Share Exchange Ratio, Valuation Report and Fairness Opinion:
7.7.1. Pursuant to Clause 16.4 of the Scheme, upon the amalgamation of the WIL with EFC, EFC shall issue and allot to the equity shareholders of the WIL, 385 (Three Hundred Eighty-Five) fully paid-up equity shares of face value INR 2 (Rupees Two) each of the EFC for every 1 (One) fully paid-up equity share of face value INR 10 (Rupees Ten) each held by such shareholders in the WIL (“ Share Exchange Ratio ”). The shares held by EFC in WIL shall stand cancelled.
7.7.2. Valuation Report is issued by Bhavesh M. Rathod Chartered Accountants, an Independent Registered Valuer having IBBI Registration number – IBBI/RV/06/2019/10708 on 20[th] July 2023 determining the Share Exchange Ratio. The copy of the valuation report is enclosed herewith as Annexure 2.
7.7.3. Fairness Opinion Report confirming that the Share Entitlement Ratio mentioned in the Scheme is fair is issued by Navigant Corporate Advisors Limited, a SEBI Registered Category I Merchant Banker having SEBI registration number INM0000I2243 on 20[th] July 2023. The copy of the fairness opinion is enclosed herewith as Annexure 3.
7.7.4. Further, as provided under Clause 17(ix) of the Scheme, in the event the Second Applicant Company undertakes any corporate action including, but not limited to, bonus issue, sub-division, or consolidation of share capital after the date of approval of the Scheme by the Board of Directors of the Second Applicant Company but prior to the Effective Date, the Share Exchange Ratio shall be subject to equitable adjustment by the Board of Directors of the Second Applicant Company, in such a manner as may be deemed appropriate by the Statutory Auditor of the Second Applicant Company to reflect the effect of such corporate action.
7.7.5. EFC approved a bonus issue in the ratio of 1:1 (i.e. one fully paid-up bonus share for every one existing equity share held) which was allotted on 12[th] February 2025. Accordingly, the valuer, Bhavesh M Rathod Chartered Accountants and an Independent Registered Valuer having IBBI Registration Number – IBBI/RV/06/2019/10708 has issued a certificate dated 2[nd] July 2025 stating that the bonus issue shall not have any impact on the per share value of the Transferor Company and the Transferee Company arrived at the time of determining the Share

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Exchange ratio, as bonus issue is a non-cash and internal accounting transaction effectuated by capitalizing free reserves. Therefore, in terms of Clause 17(ix) of the Scheme, the Share Exchange Ratio shall be equitably adjusted to give effect to the said bonus issue. The copy of the certificate is enclosed herewith as Annexure 11.

7.7.6. Consequently, in terms of Clause 17(ix) of the Scheme, the Share Exchange Ratio is equitably adjusted to give effect to the said bonus issue. Accordingly, EFC shall issue and allot 3,77,30,000 (Three Crores Seventy-Seven Lakhs Thirty Thousand) equity shares of INR 2 (Rupees Two) each, fully paid-up, (‘New Shares’) to the shareholders of the Whitehills (excluding the shares held by the EFC in the Whitehills), in accordance with their respective shareholding as on the Record Date. A certificate dated 2[nd] July 2025 issued by the Statutory Auditor of the EFC, certifying the basis and calculation of the adjusted allotment pursuant to the bonus issue, is annexed hereto and marked as Annexure 12.
7.8. With effect from the Appointed Date and upon the Scheme becoming effective, the authorized share capital of the Transferor Company shall be combined with authorized share capital of the Transferee Company as provided in Part III of the Scheme.
7.9. With effect from the Appointed Date and upon the Scheme becoming effective, New Shares to be issued by the Transferee Company to the equity shareholders of the Transferor Company pursuant to the Scheme, would be listed on the Stock Exchange(s).
7.10. Accounting Treatment: Clause 21 of the Scheme provides the details on ‘Accounting Treatment’.
7.11. Clause 9 of the Scheme provides that all existing Contracts, deeds, licenses etc. of WIL shall continue in force and be vested with EFC pursuant to amalgamation.
7.12. Clause 8 and 10 of the Scheme provides the details on ‘Transfer and vesting of Assets and Liabilities’ of WIL to EFC pursuant to amalgamation.
7.13. Legal Proceedings: Clause 11 of the Scheme provides the treatment on ‘Legal, Taxation and other proceedings’ of WIL pursuant to amalgamation.
7.14. Clause 12 of the Scheme provides that the Employees of the Transferor Company shall continue to be the employees of the Transferee Company on not less favorable terms and conditions.
7.15. Clause 13 of the Scheme provides the details on compliance with tax laws as applicable to the Scheme.

The equity shareholders are requested to read the Scheme annexed hereto to get fully acquainted with the provisions thereof.

8. Details of Share Capital and debt restructuring:

No debt restructuring of the Whitehills and EFC is envisaged in the Scheme.

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9. Synergies of business of the entities involved in the scheme:

9.1. The proposed merger between EFC and WIL is expected to generate substantial synergies that will strengthen the operational capabilities, financial performance, and market positioning of the combined entity including:

i. Strategic and Operational Integration:

WIL is one of India’s leading contracting companies, offering end-to-end turnkey solutions in the commercial real estate sector — including design and build services, interior fit-outs, furniture & fittings, and infrastructure development. With deep expertise in delivering large-scale commercial design & build solutions, WIL brings significant in-house capabilities to EFC (which offers fully furnished and serviced managed office spaces on lease), enabling vertical integration. This integration will reduce dependency on third-party vendors, improve execution timelines, enhance quality control, and allow EFC to offer comprehensive, end-to-end managed workspace solutions.

ii. Diversified Industry Presence:

WIL has successfully executed projects across a wide range of industries, including healthcare, IT/ITES, co-working spaces, data centres, real estate development, and industrial units. This diversified client base not only de-risks the revenue stream but also opens up cross-selling opportunities and would broaden EFC’s market reach.

iii. Exceptional Financial Growth:

WIL has demonstrated remarkable financial performance, reflecting the scalability and strength of its business model.
Profit After Tax (PAT) grew from INR 86.02 lakhs in FY23 to INR 1,355.70 lakhs in FY24 — a 1,475.1% year-on-year increase.
In FY25, PAT further surged to INR 5,977.07 lakhs, a 340.9% growth over the previous year.
This rapid growth trajectory signifies WIL’s strong execution capabilities and profitability, which will directly benefit EFC, post-merger, through full consolidation of results.

iv. Strengthened Net Worth and Balance Sheet:

As of 31st March 2025, WIL’s net worth stands at INR 7,431.29 Lakhs, while EFC’s net worth is INR 38,967.53 Lakhs. Post-amalgamation, the combined net worth will rise substantially to INR 46,398.82 Lakhs, thereby enhancing EFC’s financial strength, borrowing capacity, and attractiveness to lenders and investors.

v. Enhanced Shareholder Returns:

Following the merger and consolidation of WIL’s performance, EFC’s Earnings Per Share (EPS) is expected to show significant improvement — increasing from INR 1.85 per share

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to INR 5.69 per share (based on FY25 figures). This directly translates into enhanced value creation for existing shareholders.

vi. Strong Revenue Pipeline and Competitive Advantage:
- WIL maintains a robust pipeline of projects and continues to secure high-value contracts across industries. Its well-organized operational structure and reputation in the contracting space provide a clear competitive edge, which will further contribute to the stability and growth of the merged entity.
9.2. The proposed merger is poised to deliver substantial operational and financial benefits for the combined entity. The merger is expected to strengthen the business’s foundation for national expansion. The combined strengths of both companies will enable the enlarged entity to pursue larger projects, tap into new markets, and better utilize its resources. It will also lead to a stronger balance sheet, enhanced asset base, and improved net worth — thereby strengthening the company’s creditworthiness and financial standing with lenders. Overall, the merger will position the company for sustainable growth and deliver long-term value to all stakeholders.
9.3. Further, business of WIL is complementary to the business of EFC and following synergies get added in terms of EFC business –
9.3.1. It may be noted that major value add that is carried by the Transferee Company in the Managed Office / Co-working Space business is towards designing and building the office infrastructure including fitting out the furniture & fixture operation of the Office spaces. With the merger of the Transferor Company, which is an expert / specialized Design & Build Turnkey Contractor, the Transferee Company will have access to inhouse expertise and resources for designing and building office spaces leading to a substantial reduction in operating cost and consequent improvement in margin for management of Managed Office / Co-working Spaces.
9.3.2. Moreover, the merger will create opportunities for smoother project execution, faster turnaround times, and improved service delivery, as all critical functions will be managed within the one company. This not only reduces dependency on external vendors but also enhances flexibility in responding to client needs. Other key factors include improved profit margins, better financial stability, and the ability to offer more competitive pricing in the market, strengthening the combined company’s position in the managed office space sector. The merger will provide One-stop solution for clients: design, customize, and manage office spaces. Simplifies sales & onboarding, especially for enterprise clients looking for turnkey office solutions at a better pricing.
9.3.3. The merger will result in unique positioning in the crowded managed office space sector – "custom-designed spaces backed by professional management." In-house design talent also enhances aesthetics, functionality, and ergonomics of workspaces— leading to better client retention.
9.3.4. Further, it is important to note that Merger will also add lot of value to the overall business economies of the Transferor Company. The Transferee Company is a growing organization and has plans to build infrastructure for at least 10,00,000 to 12,00,000

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sq. ft. of office spaces over each year going forward. Therefore, post merger, entire business of developing office infrastructure of 10,00,000 to 12,00,000 sq. ft. will become captive business of the Transferor Company and hence the Transferee Company will become the Anchor Client for the Transferor Company. This will add significant value to the shareholders of both the Companies.

9.3.5. Hence, the merger of these two companies creates a strong synergy, combining the Transferor’s expertise in delivering high-quality construction, design, and infrastructure services with the Transferee’s specialization in operating & managing office spaces. This integration will enable the combined entity to offer comprehensive and integrated real estate solutions, from designing and building office spaces to managing and optimizing them, thereby improving efficiency, expanding market opportunities, and enhancing service offerings across both sectors.
9.4. In addition, Transferor company is into interior designing, interior designing consultancy, manufacturers, assembling, reassembling, repairing, importing, exporting, selling, buying, exchanging, altering, letting on hire, distributing or dealing in all kinds of ceramic items for homes and offices, curtains, panel products, household utensils, China and glass goods, floorings, wallpapers, kitchenware, carpets and other decorative and utility items etc. business which complement the business of transferee company i.e. developing, buying, selling or renting out serviced and virtual office space, meeting rooms, office equipment, storage facilities, software development centers, network infrastructure, business executive suites, furnished meeting space and any other infrastructure projects including software parks, health care centers and business of software development, web site development, training, exporting, importing, buying, 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. Hence the business activities are vertically complementing each other. So, in this merger the transferee company will be benefited with these business activities and an additional revenue stream would be developed for the merged entity.
9.5. The merger will lead to full consolidation of revenues and operating margins, significantly enhancing the company’s top-line and bottom-line performance. By integrating high-margin design and build services with the recurring revenues of managed office operations, EFC can unlock powerful financial synergies, driving shareholder value and public market confidence.
9.6. This strategic merger strengthens EFC’s position as a vertically integrated workspace solutions provider, offering end-to-end services from space planning and design to execution and long-term management. The resulting business model is more scalable, defensible, and capital-efficient.
9.7. This merger isn't just about combining two business units—it’s about creating a unified, capital-efficient ecosystem that enhances customer value, strengthens financial fundamentals, and improves long-term stakeholder returns. By consolidating the entire revenue and margin streams under EFC, the company gains operational agility, financial depth, and market differentiation, all of which will resonate strongly with public

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market stakeholders.

10. Cost benefits analysis of the Scheme:

10.1. Post-Merger the Transferor Company's entire business line i.e. interior designing, interior designing consultancy, manufacturers, assembling, reassembling, repairing, importing, exporting, selling, buying, exchanging, altering, letting on hire, distributing or dealing in all kinds of ceramic items for homes and offices, curtains, panel products, household utensils, china and glass goods, floorings, wallpapers, kitchenware, carpets and other decorative and utility items etc. would be added up to the business line of Transferee Company and for the same reason the Profit After Tax of the Transferee Company exponentially increases and will benefit all the Shareholders including the minority stakeholders.

11. Amounts due to Creditors

11.1. There are no Secured Creditors in EFC and WIL as on 31[st] May 2025.
11.2. The amount due to the Unsecured Creditors of EFC as on 31[st] May 2025 is approximately INR 848.22 lakhs.
11.3. The amount due to the Unsecured Creditors of WIL as on 31[st] May 2025 is approximately INR 6,974.29 lakhs.
11.4. The Scheme is an arrangement amongst the shareholders of the respective Transferor and Transferee Companies as contemplated under Section 230(1)(b) of the Companies Act, 2013. The Scheme is not a scheme between a company and its creditors (or any class of them) in terms of Section 230(1)(a) of the Companies Act, 2013 as (a) there is no compromise and/ or arrangement with the creditors; (b) the creditors of WIL and EFC are being paid and shall be paid in the normal course of business as per the agreed terms; and (c) the creditors of WIL and / or EFC are not being called upon to make any sacrifices and hence their interests are not getting affected in any way. No liability of the secured creditors or the unsecured creditors of WIL and / or EFC is being reduced or extinguished under the Scheme. Upon effectiveness of the Scheme, dues payable by WIL to its secured and unsecured creditors will be paid by WIL in the ordinary course of business as and when their dues are payable.

12. Disclosure about the effect of the Scheme on the various stakeholders of EFC

12.1. Effect on the shareholders (promoter and non-promoter):

The effect of the Scheme on the shareholders (promoter and non-promoter) is set out in the report adopted by the Board of Directors of EFC pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 which is attached as Annexure 10A to this statement.

12.2. Effect on the Directors and Key Managerial Persons:

The Scheme is not expected to have any adverse impact on the Directors and Key Managerial Personnel of EFC. No change in the composition of Board of Directors or key managerial personnel of EFC is envisaged only on account of the Scheme. The Board of Directors of WIL

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shall stand dissolved upon the Scheme coming into effect.

It is clarified that the composition of the Board of Directors and key managerial personnel of EFC may undergo changes in the ordinary course on account of appointments, retirements or resignations (not attributable to the Scheme) in accordance with the provisions of the Act and rules thereunder, SEBI Listing Regulations and Memorandum and Articles of Association of EFC.

12.3. Effect on the Creditors:

Pursuant to the Scheme, there is no arrangement or compromise being proposed with the creditors, either secured or unsecured (including debenture holders), of EFC or WIL. Therefore, the Scheme would not have any adverse impact or effect on the creditors of the Company as there would be no change in the terms and conditions of their existing contract(s) with the Company.

12.4. Effect on Employees:

The Scheme would not have any adverse impact or effect on the staff, workmen and employees as there would be no change in the terms and conditions of their existing contract(s) with the Company.

12.5. Effect on the Debenture Holders and Debenture Trustee:

Not Applicable since there are no Debentures issued by the Company.

12.6. Effect on the Public Deposit Holders:

Not Applicable since there are no deposits taken by the Company.

As mentioned above, there will be no adverse effect on account of the Scheme on any of the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

13. Disclosure about the effect of the Scheme on the various stakeholders of Whitehills:

13.1. Effect on the shareholders (promoter and non-promoter):

The effect of the Scheme on the shareholders (promoter and non-promoter) is set out in the report adopted by the Board of Directors of Whitehills pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 which is attached as Annexure 10B to this statement.

13.2. Effect on the Directors and Key Managerial Persons:

The Board of Directors of WIL shall stand dissolved upon the Scheme coming into effect.

13.3. Effect on the Creditors:

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Pursuant to the Scheme, there is no arrangement or compromise being proposed with the creditors, either secured or unsecured (including debenture holders), of Whitehills. In respect of the Scheme, no liabilities of the creditors (including secured and unsecured) of the Company are being reduced or being extinguished under the Scheme and same shall stand transferred to the Transferee Company without causing any change in the original terms as agreed.

13.4. Effect on Employees:

On the Scheme becoming effective, all the staff, workmen and employees of the Company shall deemed to have become the employees of Transferee Company, without any break or interruption in their services, on not less favourable terms and conditions on which they are engaged as on the Effective Date by the Company.

Further, the Transferee Company undertakes that for the purpose of payment of any retrenchment compensation, severance pay, gratuity, employee benefit funds and other statutory / leave / terminal benefits to the employees of the Company, the past services of such employees with the Company shall also be taken into account and the Transferee Company shall make the payment of retrenchment compensation, severance pay, gratuity, employee benefit funds and Other statutory / leave / terminal benefits accordingly, as and when such amounts are due and payable.

13.5. Effect on the Debenture Holders and Debenture Trustee:

Not Applicable since there are no Debentures issued by the Whitehills.

13.6. Effect on the Public Deposit Holders:

Not Applicable since there are no deposits taken by the Whitehills.

14. Interest of Directors, Key Managerial Personnel, their relatives

None of the Directors, the Key Managerial Personnel (as defined under the Companies Act, 2013 and rules framed thereunder) of EFC and Whitehills and their respective relatives (as defined under the Companies Act, 2013 and rules framed thereunder) have any interest in the Scheme except to the extent of the shares held by them in Whitehills and EFC, if any, and/or to the extent that the said Director(s) and Key Managerial Personnel are the common director(s)/ Key Managerial Personnel of Whitehills and/or EFC. Save as aforesaid, none of the said Directors or the Key Managerial Personnel have any material interest in the Scheme.

15. Auditors’ Certificate on conformity of accounting treatment specified in the Scheme with Accounting Standards:

15.1. Mehra Goel & Co., Chartered Accountants, the Statutory Auditors of EFC have submitted

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their certificate confirming that the accounting treatment proposed under the Scheme is in conformity with the Accounting Standards prescribed under section 133 of the Companies Act, 2013. A copy of the certificate issued by the statutory auditors of EFC is enclosed herewith as Annexure 4.

15.2. Further the statutory auditor of the company has issued a certificate, confirming the number of shares to be issued to the shareholders of Whitehills on amalgamation considering the impact of the bonus issue undertaken by EFC in the month of February 2025, in accordance with the Scheme. A copy of certificate for discharge of consideration issued by the statutory auditors of EFC is enclosed herewith as Annexure 12.

16. Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, against the Company, its promoters and directors of the Company:

16.1. There are no ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, against EFC, its promoters and directors of the EFC.
16.2. There are no ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, against Whitehills, its promoters and directors of the Whitehills.

17. The Compliance Report in terms of the provisions of the SEBI Master Circular is enclosed herewith as Annexure 13.

18. As required by the SEBI Master Circular, EFC filed the Complaints Report (indicating Nil Complaints) with BSE on 28[th] August 2023. A copy of the Complaints Report filed with BSE is enclosed herewith as Annexure 14 .

19. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:

The shares of EFC are listed on the Stock Exchange(s). Pursuant to the SEBI Scheme Circulars read with Regulation 37 and Regulation 59A of the SEBI Listing Regulations, EFC had applied to BSE for their “no adverse observation” to file the Scheme for sanction of the Hon’ble Tribunal. EFC received observation letter from BSE on 9th May, 2025 and revised letter on 13[th] May, 2025, conveying their no adverse observations / no-objection for filing the Scheme with Hon’ble Tribunal. The said Observation Letters is attached as Annexure 15 hereto. The BSE in their Observation Letters have referred to comments from the Securities Exchange Board of India (“SEBI”) issued vide its letter dated 9[th] May 2025 read with revised letter dated 13[th] May 2025.

19.1. In relation to the comments set out by SEBI and BSE in the said Observation Letters, , EFC has made the additional disclosures in this notice to enable the public shareholders of EFC make an informed decision with respect to approval of the Scheme which are as follows:
a. Disclosure onongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and

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directors, before the Hon’ble NCLT and shareholders, while seeking approval of the scheme: There are no material ongoing adjudication or recovery proceedings, prosecutions, or any other material enforcement actions initiated against EFC (I) Limited, its promoters, or directors. Furthermore, it is clarified that no such proceedings, prosecutions, or enforcement actions have been initiated against EFC, its promoters, or directors subsequent to the filing of the said application.

b. Information pertaining to the WIL (unlisted company) in the format specified for the abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018:

Abridged Prospectus of WIL in the format prescribed in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Scheme Circular, is enclosed hereto as Annexure 16 (“Abridged Prospectus”).

Rarever Financial Advisors Private Limited an independent SEBI registered Category – I Merchant Banker, having SEBI Registration No. INM000013217 has issued certificate for Abridged Prospectus certifying the accuracy and adequacy of the information in both the abridged prospectus. The said certificate is attached hereto as Annexure 17 .

c. Details of Scheme: A copy of the Scheme is enclosed as Annexure 1 .
d. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using the above methods:

The share entitlement ratio for the Scheme is considered basis the valuation report dated 20[th] July 2023 issued by Bhavesh M. Rathod Registered Valuer having IBBI Registration number – IBBI/RV/06/2019/10708 which is enclosed as Annexure 2 . The Fairness Opinion on the share entitlement ratio is issued by Navigant Corporate Advisors Limited, a SEBI Registered Category I Merchant Banker having SEBI registration number INM0000I2243 vide its report dated 20[th] July 2023. This is enclosed as Annexure 3 .

Methods considered for valuation:

In the instant case, based on the nature of business of the Company, availability of data and generally acceptable valuation methodologies, the valuer has valued the Equity Shares of EFC as per weighted average of Discounted Cash Flows (DCF) Method & Comparable Company Market (CCM) Multiple Method and for Whitehills Interior Limited as per Discounted Cash Flows (DCF) Method. Market Price of the EFC is not considered as company is infrequently traded.

The choice of methodology and valuation has been arrived using usual and conventional methodologies adopted for purposes of a similar nature and our reasonable judgment, in an independent and bona fide manner based on previous experience of assignments of similar nature handled by the valuer.

Summary of CCM Method and DCF method used for valuation is as under:

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CCM Method:

Under this methodology, market multiples of comparable listed companies are computed and applied to the business being valued in order to arrive at a multiple based valuation. The difficulty here is the selection of a comparable company since it is rare to find two or more companies with the same product portfolio, size, capital structure, business strategy, profitability and accounting practices.

Whereas no public traded company provides an identical match to the operations of a given company, important information can be drawn from the way comparable enterprises are valued by public markets.

DCF Method:

DCF uses future free cash flows of the company discounted by the firm’s weighted averate cost of capital (the averate cost of all the capital used in the business, including debt and equity), plus a risk factor measured by beta, to arrive at the present value.

Beta is an adjustment that uses historic stock market data to measure the sensitivity of the company’s cash flow to market indices, for example, through business cycles.

The DCF method is a strong valuation tool, as it concentrates on cash generation potential of a business. This valuation method is based on the capability of a company to generate cash flows in the future. The free cash flows are projected for a certain number of years and then discounted at a discounted rate that reflects a Company’s cost of capital and the risk associated with the cash flows it generates. DCF analysis is based mainly on the following elements:

Projection of financial statements (key value driving factors)
The cost of capital to discount the projected cash flows.
e. Projections considered for valuation of EIL and WIL along with justification for growth rate considered for valuation of EIL and WIL

Projections considered for valuation of EIL – DCF Method

					*Amount in lakhs*	*Amount in lakhs*
Number of Months	9	12	12	12	12
Particulars	FY24	FY25	FY26	FY27	FY28	TV
Revenue	34,490.99	85,282.04	1,40,620.85	2,18,480.30	3,17,891.36	3,33,785.93
PAT	2,345.13	6,139.07	11,491.01	18,893.51	28,800.68	30,240.71
Add: Depreciation	1,582.17	4,300.78	7,676.03	11,570.72	16,065.38	16,868.65
Less: Capex	(12,412.87)	(20,080.25)	(23,173.31)	(26,745.80)	(30,872.03)	(16,868.65)
(Increase)/ decrease in working capital	17,362.02	1,093.67	-2,161.68	2,641.86	1,251.90

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Number of Months	9	12	12	12	12
Particulars	FY24	FY25	FY26	FY27	FY28	TV
Free cash flow to firm ('FCFF')	8,876.45	(8,546.73)	(6,167.96)	6,360.29	15,245.92	30,240.71
Net Debt Taken / (Repaid)	(10,248.69)	(523.74)	(450.93)	(450.93)	(450.93)
Other Non Current Liability	6,729.72	7,591.33	9,169.45	11,267.58	14,061.31
Other Non Current Assets	(5,046.89)	4.89	0.00	0.00	0.00
Free cash flow to Equity ('FCFE')	310.59	(1,474.25)	2,550.56	17,176.94	28,856.30	30,240.71

Annual factor	0.75	1.00	1.00	1.00	1.00
Discounting period (end year)	0.75	1.75	2.75	3.75	4.75
PV factor 26.18%	0.84	0.67	0.53	0.42	0.33

PV of FCFE	260.68	(980.58)	1,344.47	7,175.72	9,553.54

PV of FCFE for the horizonperiod	A	17,353.82

FCFE for terminalyear		30,240.71
WACC		26.18%
PerpetuityGrowth		5.00%
Capitalisation Rate		21.18%
Gross terminal value		1,42,769.02
PV factor		0.33
PV of terminal value	B	47,266.95

Enterprise value	A+B	64,620.77
Less: MinorityInterest		-38.00
Add: Outstanding Share Warrants Amount		533.93
Add: Investments		24.43
Add: Cash & Bank		4,002.81
Fair Value of Equity		69,143.93

EFC (I) Limited

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No of Share		82,35,874.00
Value Per Share(in INR)		839.55

Assumptions
Cost of equity	26.18%
Risk free rate(Rf)	7.29%
Market return(Rm)	14.28%
Longtermgrowth rate	5.00%
Beta	1.56

The terminal value refers to the present value of the business as a going concern beyond the period of projections up to infinity. This value is estimated by taking into account expected growth rates of the business in future, sustainable capital investments required for the business as well as the estimates growth rate of the industry and economy. Based on dynamics of the sector and discussions with the Management the valuer has assumed a terminal growth rate of 5.00 % for the Company beyond the projections periods.

Discount factor considered for arriving at the present value of free cash flows is the cost of equity. This is computed using Capital Asset Pricing Model (CAPM). The detailed calculations of CAPM is captured in the valuation report which is enclosed as Annexure 2.

Projections considered for valuation of WIL – DCF Method

Number of Months	9	12	12	12	12	12
Particulars	FY24	FY25	FY26	FY27	FY28	FY29	TV
Revenue	21,457.59	29.050.68	37,284.19	43,998.11	51,562.62	60,087.40	62,490.89
PAT	4,106.78	5,997.42	8,254.96	10,227.17	12,609.86	15,401.34	16,017.83
Add: Depreciation	71.74	134.46	158.44	182.42	206.40	230.38	239.60
Less: Capex	-620.00	-125.00	-125.00	-125.00	-125.00	-125.00	-239.60
(Increase)/ decrease in working capital	378.50	16.70	26.05	17.23	20.47	22.03
Free cash flow to firm ('FCFF')	3,937.02	6,023.57	8,314.45	10,301.82	12,711.73	15,528.75	16,017.83
Other Non Current Liability	1.80	1.83	1.87	1.91	1.95	1.98
Free cash flow to Equity ('FCFE')	3,938.82	6,025.41	8,316.32	10,303.73	12,713.68	15,530.74	16,017.83

EFC (I) Limited

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Number of Months	9	12	12	12	12	12
Particulars	FY24	FY25	FY26	FY27	FY28	FY29	TV
Annual factor	0.75	1.00	1.00	1.00	1.00	1.00
Discounting period (end year)	0.75	1.75	2.75	3.75	4.75	5.75
PV factor – 22.28%	0.86	0.70	0.57	0.47	0.38	0.31
PV of FCFE	3,384.85	4,234.38	4,779.30	4,842.36	4,886.12	4,881.07

PV of FCFE for the horizonperiod	A	27,008.08
FCFE for terminalyear		16,017.83
WACC		22.28%
PerpetuityGrowth		4.00%
Capitalisation Rate		18.28%
Gross terminal value		87,605.14
PV factor		0.31
PV of terminal value	B	27,532.94

Enterprise value	A+B	54,541.02
Add: Cash & Bank		15.22
Fair Value of Equity		54,556.24
No of Share		1,00,000.00
Value Per Share(in INR)		54,556.24
		22.28% 7.29% 14.28% 4.00% 1.00
Assumptions
Cost of equity		22.28%
Risk free rate(Rf)		7.29%
Market return(Rm)		14.28%
Longtermgrowth rate		4.00%
Beta		1.00

The terminal value refers to the present value of the business as a going concern beyond the period of projections up to infinity. This value is estimated by taking into account expected growth rates of the business in future, sustainable capital investments required for the business as well as the estimates growth rate of the industry and economy. Based on dynamics of the sector and discussions with the Management we have assumed a terminal growth rate of 4.00 % for the Company beyond the projections periods.

EFC (I) Limited

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Justification of growth rate considered for valuation of EFC and Whitehills:

The financial projections were carried out keeping in mind the business on hand, anticipated businesses from potential customer pipeline, overall market conditions, and such other business consideration.

EFC (I) Limited acquired Managed Office Business of EFC Ltd, another company engaged in similar line of business in FY 22-23 (which had legacy of more than 10 years), which is the major contributor of revenue for the Company, it is relevant to compare the financials of the Company with FY 22-23 as the base.

The Transferee Company achieved 56.86% growth on standalone basis where its Standalone Revenue for FY 22-23 was Rs. 6.99 crores while for FY 23-24 it is Rs. 10.97 crores. The Transferee Company achieved almost 300% growth on consolidated basis where its Consolidated Revenue for FY 22-23 was Rs. 104 crores while for FY 23-24 it is Rs. 428 crores. Further, as per the current business plans of the Company, it is projected that the Company would achieve annual growth of at least 75% to 80% on year on year.

Similarly, in case of the Transferor Company, it achieved a consolidated turnover of Design and Build Segment of about Rs. 104.24 crores in FY 23-24 as compared to meagre Rs. 4.17 crores in FY 22-23, accounting for 2397% growth and it is projected that at a segment level, the Transferor Company is projected to achieve 100% growth.

Keeping such growth trajectory in mind for the Companies, it is amply justified that both the Companies are on track to achieve the overall growth in next 5 years as it has projected and certainly significant year on year growth compared to 5% as projected under the DCF approach.

Further, please note that the DCF approach is always based on projections, which is reasonably backed by the current business on hand and overall growth trend in the businesses of the Companies. The business projections are made keeping in mind such factors and discounted by high discounting factor to nullify potential optimism involved in the business projections.

f. Disclosure on public shareholders of WIL that whether the public shareholders are related to EIL, its promoters / directors / KMPs or of its subsidiaries or associates::

Mr. Uday Tushar Vora is the only public shareholder of WIL, holding only 1 (One) Equity Share. He is also the Chief Financial Officer of EFC as on 31[st] May 2025 and hence is related to EFC. There are no other public shareholders in WIL.

g. Pre and Post scheme shareholding of EIL and WIL as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders:

Pre and Post scheme shareholding of EFC as on the date of Notice to Shareholders meeting

EFC (I) Limited

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Shareholder Category	Pre Scheme Shareholding as on	Pre Scheme Shareholding as on	Post Scheme Shareholding (after factoring in shares issued to shareholders of WIL on merger)	Post Scheme Shareholding (after factoring in shares issued to shareholders of WIL on merger)
	13th August 2025

	Total No. of Shares	Shareholding %	Total No. of Shares	Shareholding %
Promoter & Promoter Group	4,52,55,095	45.46	8,29,84,325	60.45
Public	5,42,93,591	54.54	5,42,94,361	39.55
Non Promoter Non Public	4,690	0.00	4,690	0.00
Total	9,95,53,376	100	13,72,83,376	100.00

Note: The pre and post scheme shareholding pattern disclosed above factors in the impact of all the changes in capital structure of the Company taken place from the date of filing of the Scheme with SEBI till 13[th] August 2025.

Pre scheme shareholding of WIL

Sr No	Particulars	Number of shares	% shareholding
1	Promoter and promoter group	99,999	99.99%
2	Public	1	0.001%
TOTAL		1,00,000	100%

Post scheme shareholding of WIL

The Transferor Company shall stand automatically dissolved without being wound up.

Changes in the shareholding of EFC occurred between the filing of the Scheme and the date of notice to shareholders and rationale thereof:

i. The shareholding pattern of EFC as on 30[th] June 2023 as mentioned in the Scheme is as under:

Shareholder Group	Total No. of Shares	Shareholding %
Promoter & Promoter Group	45,37,000	61.26
Public	31,90,374	38.74
Total	77,27,324	100

Note: excluding warrants which were issued but were pending for conversion

ii. Sub-Division – August 2023: The Board of Directors of EFC (I) Limited had approved the sub-division of each equity share of the Company having a face value of Rs. 10 (Rupees Ten) into 5 (Five) equity shares of Rs. 2 (Rupee Two) each, fully paid-up. The said sub-division was undertaken following the requisite approvals from shareholders and regulatory authorities, wherever applicable.

EFC (I) Limited

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The primary objective of the sub-division was to enhance the liquidity of the Company’s equity shares on the stock exchange by making them more affordable and accessible to a larger pool of investors, particularly retail investors. Post subdivision, the reduced face value and per-share market price resulted in increased market participation and improved shareholding diversity.

The initiative was undertaken in the best interest of the shareholders and contributed to the long-term value creation and financial inclusiveness objectives of the Company.

This resulted in change in capital structure of EFC as under:

	Particulars	Amount(INR)
	Authorized Share Capital 5,00,00,000 equityshares of face value INR 2/- each	10,00,00,000
	Total	10,00,00,000
	Issued, Subscribed and Paid-up Share Capital 3,94,53,535 equityshares of face value INR 2/- each	7,89,07,070
	Total	7,89,07,070

iii. Conversion of Warrants – August and December 2023: The Company had issued warrants convertible into equity shares in August 2022. At the time of filing the Scheme with BSE, 3,45,167 warrants remained outstanding for conversion.

Subsequently, in the months of August and December 2023, the holders of the outstanding warrants exercised their right to convert, and accordingly, the Company allotted 17,25,835 (3,45,167 warrants multiplied by 5 – in view of the sub-division of shares) equity shares upon conversion.

This resulted in increase of paid of capital of the Company from 3,94,53,535 equity shares of Rs. 2 each to 4,11,79,370 equity shares of Rs. 2 each.

The conversion was exercised by the respective warrant holders in accordance with the terms of the warrants.

iv. Preferential allotment – January 2024: With the consent of the shareholders, an Extraordinary General Meeting (EOGM) was convened on December 24, 2023. Upon receiving In-principle Approval from the Stock Exchange on December 27, 2023, the Company allotted 81,43,318 equity shares on January 10, 2024, and 4,54,000 equity shares on January 11, 2024.

This resulted in increase of paid of capital of the Company from 4,11,79,370 equity shares of Rs. 2 each to 4,97,76,688 equity shares of Rs. 2 each.

The Company undertook this preferential issue as a strategic measure to strengthen its financial position and support its ongoing growth initiatives. The primary objective of this fundraise was to mobilize resources for business expansion, meet

EFC (I) Limited

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increased working capital requirements, and address general corporate purposes. In light of the Company's evolving business model and increasing operational scale, timely availability of funds was considered critical to ensure uninterrupted execution of projects, improve liquidity, and enhance overall financial stability. The proposed issuance was therefore aligned with the long-term objective of strengthening the balance sheet, improving operational efficiency, and positioning the Company to capitalize on emerging market opportunities. The Object of issue was as follows:

a. To grow businesses of the Company through backward or forward integration, direct or indirect activities, in an organic or inorganic manner including ‘investment in subsidiaries by way of securities/ capital/ loan/ advances etc.’ - up to 70% of net proceed of the preferential issue;
b. To invest in technology, human resources and other supporting infrastructure to achieve the targeted growth - up to 5% of net proceed of the preferential issue; and
c. To provide adequate working capital, including to fund trade and other liabilities, if any including that of subsidiary, up to 25% of net proceeds of the preferential issue.
v. Bonus Issue – February 2025 : The Board of Directors of the Company, at its meeting held on 27[th] December 2024, had approved the issuance of bonus equity shares in the ratio of 1:1, i.e., one fully paid-up equity share of Rs. 2 each for every one existing fully paid-up equity share of Rs. 2 each. The bonus shares were issued by capitalising a sum not exceeding Rs. 9,95,53,376 from the Company’s securities premium account and/or general reserve and/or retained earnings, as deemed appropriate.

Subsequently, the said bonus issue was duly approved by the shareholders and all necessary regulatory approvals were obtained. The bonus shares were allotted and credited to the eligible shareholders in accordance with applicable laws.

The bonus issue was undertaken as a measure to reward shareholders for their continued trust and support, and to strengthen retail participation by enhancing the liquidity and affordability of the Company’s shares in the market. The decision also reflected the Company’s robust financial position and long-term commitment to delivering value to its stakeholders.

h. Capital built-up of WIL since incorporation and last 3 years shareholding pattern filed by WIL with ROC along with the CA certificate:

The Capital structure of WIL has not changed since its incorporation. The capital structure of WIL on date of incorporation is as under:

	Particulars	Amount(in Rs.)
	Authorized Share Capital 1,00,000 equityshares of face value of INR 10/- each	10,00,000
	Total	10,00,000
	Issued, Subscribed and Paid-up Share Capital 1,00,000 equityshares of face value of INR 10/- each	10,00,000

EFC (I) Limited

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Particulars	Amount(in Rs.)
Total	10,00,000

List of shareholders of WIL from FY 2023 to FY 2025

Name of the Shareholders	FY23	FY24	FY25
Umesh Kumar Sahay	39,000	39,000	39,000
Abhishek Narbaria	9,996	9,996	9,996
UdayTushar Vora	0	1	1
EFC(I)Limited	51,000	51,000	51,000
Amit Narbaria	1	1	1
Aditi Umesh Sahai	1	1	1
Akalpita Surendra Bedkihal	1	1	1
Kedar Arvind Kulkarni	1	0	0

Certificate from Chartered Accountant confirming the capital build up of WIL since the date of incorporation is enclosed herewith as Annexure 18 .

i. Details of Revenue, PAT and EBIDTA of WIL for last 3 years

Details of Revenue, PAT and EBIDTA of WIL for last 3 years is as under:

				*(Amount INR in Lakhs)*	*(Amount INR in Lakhs)*
Particulars	FY23	FY24	YoY Growth (%)	FY25	YoY Growth (%)
Revenue	417.68	10,425.11	2395%	25,478.63	144.4%
PAT	86.02	1,355.70	1475.1%	5,977.07	340.9%
EBITDA	135.26	1,986.71	1368.4%	8,511.24	328.4%

j. Details of potential benefits and risks associated with the merger, including integration challenges, market conditions and financial uncertainties:

Potential benefits are mentioned in point 3 above “Need for amalgamation, Rationale of the scheme, point 9 “Synergies of business of the entities involved in the scheme”, point 10 above “cost benefit analysis of the scheme” and point 12 and 13 above “Impact of the scheme on the various stakeholders”.

The risks associated with the merger, including integration challenges, market conditions and financial uncertainties are as follows:

The proposed merger involves risks such as potential challenges in integrating the operations, systems, and cultures of the merging entities, which may result in delays, inefficiencies, or increased costs. Further, the merger is subject to various regulatory, shareholder, and third-party approvals, the timing or outcome of which may be uncertain.. Any adverse development in these areas could impact the business prospects and financial position of the merged entity.
Growth Rate – Our historical growth rate may not be indicative of future growth, and

EFC (I) Limited

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one cannot assure maintaining the past growth rate. . The macroeconomics and other factors which are beyond control may affect the demand for our business.

Industry and Demand Risks - Demand for interior fit-out services is closely linked to commercial real estate activity. Any slowdown in new office developments, relocations, or expansions, particularly in co-working and IT/ITES sectors, may adversely affect the revenues.
The Company operates on a contractual, project based model. Delays in securing new contracts or failure to maintain a healthy pipeline of projects could lead to revenue volatility. The business involves high value projects with specific timelines, delays in execution, payment disputes, or client defaults could materially affect financial performance.
Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may adversely affect our business, prospects and results from operations.
The Company’s contracts have milestone-based payment terms, due to which significant costs is incurred before actual billing and collection. This may results in delayed payment and requirement of higher working capital finance. However, the Company is ensuring timely collection of its milestone payments through its efficient operational team.
Change in Interest Rates: Due to overall economic scenario, potential change in the lending rates may result in higher cost of finance and hence, may impact the profitability. However, the Company has adequate capital to fund it working capital requirement.
k. Financial implication of merger on Promoters, Public Shareholders and the companies involved:

Please refer the point 9 above about “Synergies of business of the entities involved in the scheme” and point i above “Details of Revenue, PAT and EBIDTA of WIL for last 3 years”, it may be noted that in view of the WIL’s exceptional financial performance over the last three fiscal years, the merger is expected to create substantial value for promoters, public shareholders, and both companies involved. The promoters stand to benefit from enhanced scale, market positioning, and a stronger combined balance sheet, enabling accelerated growth and improved capital efficiency. Public shareholders are likely to gain from increased earnings potential, expanded service offerings, and higher market visibility, which could positively influence shareholder value in the long term. For the companies, the merger will integrate complementary strengths of EFC’s established market presence with WIL’s rapid growth and operational excellence, resulting in synergies, cost efficiencies, and a more diversified revenue base.

The demonstrated growth in revenue, profitability, and operational efficiency highlights WIL’s ability to execute at scale while maintaining robust margins. By joining forces with EFC (I) Limited, the combined entity is expected to leverage expanded capabilities, cross-

EFC (I) Limited

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sell opportunities, and an enlarged client base to sustain and enhance this growth trajectory. This strategic alignment is poised to strengthen competitive positioning in the commercial design and build segment, unlock operational synergies, and deliver sustained value creation for all stakeholders.

l. Disclosure on all pending actions against the entities involved in the scheme its promoters / directors / KMPs and possible impact of the same on the Transferee Company:

There are no actions against the entities involved in the scheme, its promoters / directors / KMPs and hence there is no impact of the same on the Transferee Company.

m. Details of assets and liabilities; of Transferor Company and Transferee Company, preand-post amalgamation:

Details of Assets of Transferor Company viz WIL and Transferee Company viz EFC pre and post amalgamation as on the Appointed Date of Amalgamation viz 1[st] April 2023 is as under:

Amount in Lakhs

Sr No.	Particulars	EFC	Whitehills	Elimination	Merged
I.	ASSETS
1	Non-current assets
	(a)Property, plant and equipment	0.39	-		0.39
	(b)Capital work in-progress	152.49	-		152.49
	(c)Right-of-use assets	879.48	88.92		968.41
	(d)Financial assets
	(i)Investments	5,005.10	-	5.10	5,000.00
	(ii)Other financial Assets	89.30	7.40		96.70
	(e)Deferred tax asset(Net)	7.40	1.07		8.48
	Total non-current assets(A)	6,134.16	97.39	5.10	6,226.47

2	Current assets
	(a)Inventories
	(b)Financial assets
	(i)Trade receivables	20.02	26.05		46.08
	(ii)Cash and cash equivalents	82.37	11.75		94.12
	(iv)Loans	1,504.11	104.61	104.61	1,504.11
	(v)Other financial assets	501.50	39.90		541.40
	(c)Current tax Assets(net)	-	-
	(d)Other current assets	161.37	118.95		280.33
	Total current assets(B)	2,269.37	301.27	104.61	2,466.04

	TOTAL ASSETS C(A+B)	8,403.53	398.68	109.71	8,692.51

Details of Liabilities of Transferor Company viz WIL and Transferee Company viz EFC pre and post amalgamation as on the Appointed Date of Amalgamation viz 1[st] April 2023 is as

EFC (I) Limited

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under: *Amount in Lakhs*	under: *Amount in Lakhs*	under: *Amount in Lakhs*	under: *Amount in Lakhs*	under: *Amount in Lakhs*	under: *Amount in Lakhs*
Sr No.	Particulars	EFC	Whitehills	Elimination	Merged
II.	LIABILITIES
1	Non-current liabilities
	(a)Financial liabilities
	(i)Lease liabilities	756.06	71.33		827.40
	(ii)Other financial liabilities	82.91	-		82.91
	(b)Other non-current liabilities	26.61	-		26.61
	(c)Provisions	0.26	0.06		0.32
	Total non-current liabilities(D)	865.84	71.40	-	937.24

2	Current liabilities
	(a)Financial liabilities
	(i)Borrowings	108.76	64.50	104.61	68.65
	(ii)Lease liabilities	149.77	18.48		168.25
	(iii)Tradepayables
	(A) total outstanding dues of micro enterprises and small enterprises	202.98	0.07		203.05
	(B) total outstanding dues of creditors other than micro enterprises and small enterprises	-	68.58		68.58
	(iv)Other financial liabilities	0.54			0.54
	(b)Other current liabilities	22.80	49.88		72.68
	(c)Provisions	5.44	0.50		5.94
	(d)Income Tax Liability (net)	37.69	29.25		66.93
	Total current liabilities(E)	527.98	231.26	104.61	654.63

	TOTAL LIABILITIES F(D+E)	1,393.82	302.66	104.61	1,591.86

Details of Assets of Transferor Company viz WIL and Transferee Company viz EFC pre and post amalgamation basis the Audited Financial Statements as on 31[st] March 2025 is as under:

under:
				*Amount in Lakhs*
Sr No.	Particulars	EFC	Whitehills	Elimination	Merged
I.	ASSETS
1	Non-current assets
	(a) Property, plant and equipment	1.93	-		1.93
	(b)Capital work in-progress	-	-		-
	(c)Right-of-use assets	2,085.26	43.52		2,128.78
	(d)Financial assets				-
	(i)Investments	19,382.04		5.10	19,376.94
	(ii)Other financial Assets	2,545.87	400.37		2,946.24
	(iii)Loans	8,903.36	2,258.55	3,325.52	7,836.39

EFC (I) Limited

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	(e)Deferred tax asset(Net)	-	143.88		143.88
	(f)Other Non-Current Assets	56.92	1,273.87		1,330.79
	Total non-current assets(A)	32,975.38	4,120.19	3,330.62	33,764.95

2	Current assets
	(a)Inventories	-	-	-	-
	(b)Financial assets	-	-	-	-
	(i)Trade receivables	53.25	7,022.79		7,076.04
	(ii)Cash and cash equivalents	10,170.30	963.43		11,133.73
	(iv)Loans		627.83		627.83
	(v)Other financial assets	385.93	60.00		445.93
	(c)Current tax Assets(net)	-	-		-
	(d)Other current assets	382.93	4,911.23		5,294.16
	Total current assets(B)	10,992.41	13,585.28	-	24,577.69

Details of Liabilities of Transferor Company viz WIL and Transferee Company viz EFC pre and post amalgamation as on 31[st] March 2025 is as under:

	*Amount in Lakhs*	*Amount in Lakhs*	*Amount in Lakhs*	*Amount in Lakhs*	*Amount in Lakhs*
Sr No.	Particulars	EFC	Whitehills	Elimination	Merged
II.	LIABILITIES
1	Non-current liabilities
	(a)Financial liabilities
	(i)Lease liabilities	3,217.73	25.17		3,242.90
	(ii)Other financial liabilities	227.57			227.57
	(iii)Borrowings	191.85	4,637.34	3,325.52	1,503.67
	(b)Other non-current liabilities	-			-
	(c)Provisions	14.73	23.78		38.51
	(d)Deferred tax liabilities(net)	242.01			242.01
2	Total non-current liabilities(D)	3,893.89	4,686.29	3,325.52	5,254.66

	Current liabilities
	(a)Financial liabilities				-
	(i)Borrowings				-
	(ii)Lease liabilities	507.25	24.72		531.97
	(iii)Tradepayables				-
	(A) total outstanding dues of micro enterprises and small enterprises	63.98	771.38		835.36
	(B) total outstanding dues of creditors other than micro enterprises and small enterprises	207.34	1,015.81		1,223.15
	(iv)Other financial liabilities	95.07	713.44		808.51
	(b)Other current liabilities	75.85	1,223.25		1,299.10
	(c)Provisions	1.03	0.89		1.92
	(d)Income Tax Liability (net)	155.85	1,838.40		1,994.25
	Total current liabilities(E)	1,106.37	5,587.89	-	6,694.26

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n. Details of net worth of Transferor Company and Transferee Company, pre and post amalgamation:

The net assets and liabilities of the Transferor Company, upon amalgamation, are merely consolidated into the books of the Transferee Company without affecting the collective net worth. The difference between the discharge of consideration in terms of issue of equity shares by EFC and net assets of the WIL is accounted by debiting the capital reserves. As a result, there is no change in the overall net worth of EFC and Whitehills arising from the implementation of the Scheme of Amalgamation.

The summarized position of net worth of EFC and WIL as on the Appointed Date of Amalgamation viz. 1[st] April 2023, both before and after the amalgamation, is provided below:

			*Amount in Lakhs*
Particulars	EFC	Whitehills	Post Amalgamation
Net worth	7,009.71	96.02	7,105.75

The summarized position of net worth of EFC and WIL basis the Audited Financial Statements as on 31[st] March 2025, both before and after the amalgamation, is provided below:

			*Amount in Lakhs*
Particulars	EFC	Whitehills	Post Amalgamation
Net worth	38,967.53	7,431.29	46,398.82

o. Impact of scheme on revenue generating capacity of Transferee Company:

The revenue of WIL and EFC for the year ended 2024-25 on standalone basis and their combined total revenue is as under:

Particulars	EFC	WIL	Total Revenue
Revenue	4,353.51	25,478.63	29,832.14

Post-merger, the revenue-generating capacity of EFC (I) Limited is expected to expand significantly due to the integration of WIL’s high-growth operations into its existing business framework. WIL’s proven track record of exponential revenue growth from ₹417.68 lakhs in FY23 to ₹25,478.63 lakhs in FY25, demonstrates its strong market demand, execution capabilities, and operational scalability in the commercial design and build segment. With this addition, EFC will not only diversify its revenue streams but also gain access to new client segments, large-scale turnkey projects, and value-added service offerings that can be monetized immediately after integration.

The combined entity will also benefit from enhanced market positioning, allowing it to bid for larger projects and command better pricing power. EFC’s established brand and

EFC (I) Limited

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infrastructure, coupled with WIL’s rapid execution capabilities and specialized expertise, are expected to generate substantial cross-selling opportunities. Additionally, the merged operations are anticipated to improve capacity utilization, reduce operational redundancies, and enhance margins, thereby strengthening the long-term revenue potential. In effect, the merger positions EFC for accelerated top-line growth, supported by a broader service portfolio, deeper market penetration, and operational synergies that will sustain and enhance its revenue-generating capacity well into the future.

p. Need for amalgamation, Rationale of the Scheme, Synergies of business of the entities involved in the Scheme, Impact of the Scheme on the shareholders and cost benefit analysis of the Scheme:

The need for amalgamation, rationale is captured in para 3 above. Synergies of business of entities is captured in para 9 above. Cost benefit analysis of the Scheme is captured in para 10 above. Impact of Scheme on shareholders is captured in para 12 and 13 above.

q. The revised pre scheme and post scheme shareholding of Transferor Company and Transferee Company:

The pre-scheme and post scheme shareholding pattern is captured in point no f above.

r. The status of reclassification of promoters of EIL filed with Exchange:

The Company filed an application with BSE Limited on August 13, 2022 (Case No. 157761) for the reclassification of 20 erstwhile promoters to the public category. Of these, 4 promoters have been reclassified to the public category due to their demise, and 2 promoter companies have been reclassified owing to their current status as struck-off entities. As of date, the reclassification of 14 promoters, collectively holding 0.007% of the Company’s shares, remains pending with BSE Limited.

s. Rationale and impact of the preferential allotment made by EIL post-filing of the draft scheme with Stock Exchange:

The Company had filed the draft Scheme with BSE Limited on 3[rd] August 2023 for obtaining its no-objection and approval in accordance with Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Master Circular on Scheme of Arrangements. However, the Company did not receive any approval from BSE till November 2023. After awaiting a reasonable period of ~5 months for the approval of an observation letter from the BSE, the Company considered business opportunities and identified suitable investors for raising funds by way of preferential allotment during December and January 2024, to fuel its business expansion and growth.

Accordingly, preferential allotment was done on January 10 & 11, 2024 for an amount of Rs. 242.44 crores. The Company cannot be expected to halt its operations and expansion pending approval of the Scheme.

Proper disclosures regarding the pending scheme were made, and compliance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure

EFC (I) Limited

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Requirements) Regulations, 2018, was ensured. With the consent of the shareholders, an Extraordinary General Meeting (EOGM) was convened on December 24, 2023. Upon receiving In-principle Approval from the Stock Exchange on December 27, 2023, the Company allotted 8,143,318 equity shares on January 10, 2024, and 4,54,000 equity shares on January 11, 2024.

By virtue of the preferential issue made to non-promoters, the shareholding of the promoter/promoter group in the Company decreased 55.09%, reducing it to 45.57%. Conversely, the public shareholding increased by the corresponding 44.91%, reaching 54.43%.Other than the change in shareholding pattern, the preferential issue does not impact the scheme in any manner.

t. Treatment of fractional entitlements of shares:

There will be no fractional entitlement arising from the discharge of consideration as per the Scheme, basis the valuation report issued by the Valuer. Hence, this is not applicable.

u. The disclosure of accounting treatment for amalgamation as mentioned in reply to SEBI dated August 28, 2024:

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.

Item No. 2: To consider, and, if thought fit, approve the related party transaction to be entered into by the Company as part of the Scheme and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

As required under by Section 102 of the Companies Act, 2013 and other applicable provisions of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 this Explanatory Statement sets out all material facts relating to the business mentioned under Resolution No 2 of the accompanying Notice dated 13[th] August 2025:

The provisions of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, mandates obtaining of prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee. A transaction with the related party shall be considered material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceeds INR 1000 crore or 10% of the annual consolidated turnover as per the latest audited financial statements of the listed entity, whichever is lower.

The Company proposes to absorb the assets and liabilities of WIL into EFC as part of Scheme of Amalgamation. Further, the Company proposes to issue 3,77,30,000 (Three Crore Seventy-Seven Lakhs Thirty Thousand) equity shares of INR 2 (Two) each, fully paid up for discharge of consideration to the shareholders of Whitehills Interior Limited (Subsidiary of

EFC (I) Limited

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EFC), which include Promoters of the Company and therefore a related party of the Company.

The aforesaid related party transactions are expected to cross the applicable materiality threshold as mentioned above. Accordingly, as per the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, prior approval of the members is being sought for the aforesaid related party transactions.

The Audit Committee has, on the basis of relevant details provided by the management, as required by the law, at its meeting held on 20[th] July 2023, reviewed and approved the said transaction, subject to approval of the members.

Accordingly, information required to be disclosed as per Regulation 23 of SEBI Listing Regulations read with SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is provided herein below:

Sr. No	Particulars	Details of Related Party Transactions
First Party – EFC(I) Limited(‘Listed Entity/Company’)
1	Name of the related party/ counter party	• Whitehills Interior Limited (“WIL”) • Umesh Kumar Sahay, Promoter/Promoter Group • Abhishek Narbaria, Promoter/Promoter Group • Amit Narbaria, Promoter/Promoter Group • Aditi Umesh Sahai, Promoter/Promoter Group • Akalpita Surendra Bedkihal, Promoter/Promoter Group
	Relationship/Nature of its concern or interest (financial or otherwise) with the listed entity~~or its subsidiary~~	WIL is the Subsidiary of the Company. Individuals are Promoters of EFC
2	Type of proposed transaction	Scheme of Amalgamation (Merger by Absorption)of WIL into EFC
	Particulars and Material Terms of proposed transaction	The WIL, being a subsidiary of the first party, will merge with the first party, forming a unified entity aimed at fostering business growth and expansion. The equity shares of EFC shall be issued to the shareholders of WIL, who are also the promoters of first party as consideration of merger. Shares held by First Party in WIL shall stand cancelled and WIL shall be dissolved without beingwound up.
3	Tenure of the proposed transaction	The Scheme shall be effective from the Appointed Date viz 1stApril 2023 but shall be

EFC (I) Limited

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		operative from the date of NCLT order sanctioning the Scheme and filing of order of NCLT with Registrar of Companies, subject to conditionalities as mentioned in the Scheme.
4	Value of the proposed transaction (in INR)	The assets and liabilities of WIL shall be transferred to and vested in the first party in accordance with the Scheme with effect from the Appointed Date. The net worth of WIL as on the Appointed Date is INR 96.02 Lakhs and as per last audited financial statements as on 31stMarch 2025 is 7,431.29 Lakhs.
5	The percentage of the listed entity’s annual consolidated turnover (for the immediately precedingfinancialyear)
	% of total consolidated Turnover of Listed entity as per the last audited financial statements viz for F.Y. 2024-25	Based on Net worth of WIL as on Appointed Date – 0.14% Based on Net worth of WIL as on 31stMarch 2025 – 11.02%
	% of total standalone Turnover of Subsidiary of F.Y. 2024-25	Based on Net worth of WIL as on Appointed Date – 0.38% Based on Net worth of WIL as on 31stMarch 2025 – 29.17%
6	If the transaction relates to any loans, inter-corporate deposits, advances or investments made orgiven bythe listed entityor its subsidiary:
	i. details of the source of funds in connection with theproposed transaction	NA
	ii. where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments, a) nature of indebtedness; b) cost of funds; and c)tenure	NA
	iii. applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured,the nature of security	NA
	iv. the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT.	NA
7	Justification as to why the RPT is in the interest of the listed entity	The proposed merger of the counterparty, being a subsidiary of the first party, into the first party is a strategic step aimed at enhancing operational efficiency, market positioning, and long-term profitability. Please refer to earlier paragraphs of this explanatory statement for detailedjustification.

EFC (I) Limited

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8	A copy of the valuation or other external party report, if any such report has been relied upon	A valuation report issued by an Independent Registered Valuer dated 20thJuly 2023 determining the Share Exchange Ratio and Fairness Opinion thereon issued by a SEBI Registered Category I Merchant Banker is referred for arriving at the Share Entitlement Ratio. These reports are enclosed herewith to the Notice and shall be made available through the registered email address of the shareholders,on request.
9	Anyother information that maybe relevant	NA

20. Inspection Documents:

Following documents will be available for inspection in the “Investors” section of the website of the Company: www.efclimited.in

a. Copy of Order dated 11[th] August 2025 (date of pronouncement), passed by the Hon'ble National Company Law Tribunal, Mumbai Bench, in the Company Application No. CA (CAA) No. 184 / MB / 2025 filed by Whitehills and EFC, directing inter alia the calling, convening and conducting of the meeting of equity shareholders of the Transferee Company;
b. Copy of the Scheme of Amalgamation.
c. The Memorandum and Articles of Association of Whitehills and EFC (I).
d. Observation letters of BSE Limited for the proposed Scheme conveying their NoObjection to the Scheme.
e. Audited Standalone Financial Statements of the Transferee Company for the financial year ended 31[st] March 2025.
f. Unaudited Management Certified Financial Statements of the Transferee Company for the period ended 31[st] May 2025.
g. Audited Standalone Financial Statements of the Transferor Company for the financial year ended 31[st] March 2025.
h. Unaudited Management Certified Financial Statements of the Transferor Company for the period ended 31[st] May 2025.
i. Material contracts and arrangements.
j. Information in the format prescribed for the Abridged Prospectus pertaining to the unlisted entity involved in the Scheme viz. WIL as specified in Part E of Schedule VI of the SEBI ICDR read with SEBI Master Circular, along with the certificate issued by, Rarever Financial Advisors Private Limited , SEBI Registered Category I Merchant

EFC (I) Limited

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Banker, an independent SEBI registered Merchant Banker.

k. Register of Particulars of Directors and Key Managerial Personnel and their shareholding of Whitehills and EFC.
l. Paper books and proceedings of the Company Application No. CA (CAA) No. 184 / MB/ 2025
m. Copy of the Valuation Report issued by Bhavesh M. Rathod, a Registered Valuer ((IBBI Registration No. IBBI/RV/06/2019/10708) on the Scheme.
n. Copy of the Fairness Opinion issued by issued by Navigant Corporate Advisors Limited, a SEBI registered Category I Merchant Banker (SEBI Registration Number: INM000012243) on the Scheme.
o. Copies of the Certificates issued by the Statutory Auditors of Whitehills and EFC to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.
p. Copy of Compliance Report dated 26[th] July 2023 in terms of the provisions of the SEBI Master Circular.
q. Copy of Complaints Report dated 28[th] August 2023 in terms of the provisions of the SEBI Master Circular.
r. Reports adopted by the respective Board of Directors of the Transferor Company and the Transferee Company, pursuant to the provisions of Section 232(2)(c) of the Act;
s. Report of the Audit Committee and Committee of Independent Directors of the Transferee Company recommending the Scheme;
t. All other documents displayed on the website of the Transferee Company at www.efclimited.in in terms of the SEBI Scheme Circular, as amended and other relevant SEBI Circulars.
u. All other documents referred to or mentioned in the Statement to this Notice.

The above documents shall be available for obtaining extract from or for making copies of by the members at the Registered Office of the Transferee Company on all working days, between Monday to Friday except public holidays, between 10:30 am (IST) to 4:00 pm (IST) up to the date of the Meeting.

Please take note that since the Meeting is proposed to be held through Video Conferencing, option of attending the Meeting through proxy is not applicable / available.

Facility of remote e-voting will be available during the prescribed period before the meeting as given in the notes to the notice of this Meeting. Further, e-voting facility will also be available during the Meeting. Instructions for remote e-voting; for attending the Meeting

EFC (I) Limited

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through Video Conferencing and for e-voting during the Meeting are given in the notes to the notice of this Meeting.

The Directors and KMPs of the Transferor Company and the Transferee Company, holding shares in the Transferor Company and the Transferee Company respectively as mentioned above, and relatives of the Directors/ KMPs of the Transferor Company and the Transferee Company do not have any concern or interest, financially or otherwise, in the Scheme except as shareholders in general. Further, Mr. Umesh Kumar Sahay, Mr. Abhishek Narbaria, Mr. Rajesh Chandrakant Vaishnav and Ms. Gayathri Srinivasan Iyer, common directors on the Board of the Transferor Company and Transferee Company, are considered interested only to the extent of their directorship and shareholding, if any.

Considering the rationale and benefits, the Board of Directors of the Company recommends the Scheme for approval of the Shareholders, as it is in the best interest of the Company and all stakeholders.

Sd/-

Ms. Gayatri Srinivasan Iyer Chairperson appointed by Tribunal convened Meeting of Equity Shareholders of EFC (I) Limited DIN: 09054785

Dated this 14[th] August, 2025 Place: Pune

EFC (I) Limited

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ANNEXURE - 1
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100

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FAIRNESS OPINION REPORT ON VALUATION FOR THE PROPOSED SCHEME OF MERGER BY ABSORPTION

OF

Whitehills Interior Limited (“WIL”) (“Transferor Company”)

WITH

EFC (I) Limited (“E(I)L”) (“Transferee Company”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (IF ANY)

By

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Navigant Corporate Advisors Limited

423, A Wing, Bonanza, Sahar Plaza Complex,

J.B. Nagar, Andheri Kurla Road, Andheri East, Mumbai-400 059 Email Id- [email protected] Web: www.navigantcorp.com

SEBI Registered Category I Merchant Banker

SEBI Registration No. INM000012243

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Notice to Reader

Navigant Corporate Advisors Limited (“Navigant” / “NCAL” or “Authors of the Report) is a SEBI registered ‘Category I’ Merchant banker in India and was engaged by Board of Directors of EFC (I) Limited (“E(I)L” or “Transferee Company”) to prepare an Independent Fairness Opinion Report (“Report”) with respect to providing an independent opinion and assessment as to fairness of Valuation Report and Swap ratio determined by Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708 (referred to as ‘Valuer’) an Independent Valuer for the purpose of intended proposed Merger of Whitehills Interior Limited (“WIL” / “Transferor Company”) with EFC (I) Limited (“E(I)L or “Transferee Company”) pursuant to a Scheme of Amalgamation under section 230 to 232 read with other relevant provisions of the Companies Act, 2013 (“Scheme”). WIL and E(I)L are collectively referred as “Companies”.

The Fairness Opinion Report (“Report”) has been prepared on the basis of the review of information provided to Navigant and specifically the Report on Swap ratio (hereinafter referred as Valuation Report) prepared by Valuer on an independent basis. This report is limited to provide its fairness opinion on the Valuation Report.

The information contained in this Report is selective and is subject to updations, expansions, revisions and amendment. It does not purport to contain all the information recipients may require. No obligation is accepted to provide recipients with access to any additional information or to correct any inaccuracies which might become apparent.

This Report is based on data and explanations provided by the management and certain other data culled out from various websites believed to be reliable. Neither the Company nor Navigant, nor affiliated bodies corporate, nor the directors, shareholders, managers, employees or agents of any of them, makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information contained in the Report. All such parties and entities expressly disclaim any and all liability for or based on or relating to any such information contained in, or errors in or omissions from, this Report or based on or relating to the Recipients’ use of this Report.

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Date: July 20, 2023

To, The Board of Directors, EFC (I) Limited (“E(I)L”), 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhosle Nagar, Shivaji Nagar, Pune – 411007, Maharashtra

To, The Board of Directors, Whitehills Interior Limited (“WIL”)

6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhosle Nagar, Shivaji Nagar, Pune – 411007, Maharashtra

Dear Members of the board,

Engagement Background

We understand that the Board of Directors of Whitehills Interior Limited (“WIL” / “Transferor Company”) with EFC (I) Limited (“E(I)L” or “Transferee Company”) are considering a scheme of Amalgamation under sections 230 to 232 read with other relevant provisions of the Companies Act, 2013 of Whitehills Interior Limited (“WIL” / “Transferor Company”) with EFC (I) Limited (“E(I)L” or “Transferee Company”) and their respective shareholders and creditors (if any) (“the Scheme”) for merger under the provisions of Sections 230 to 232 read with other relevant provisions of the Companies Act, 2013, as may be applicable, and also read with Section 2(1B) and other relevant provisions of the Income-tax Act, 1961, as may be applicable, for Merger of E(I)L and vesting of the same in WIL on a going concern basis.

We understand that the Valuation as well as the swap ratio thereof is based on the Valuation Certificate dated July 20, 2023 issued by Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708 (referred to as ‘Valuer’).

We, Navigant Corporate Advisors Limited, a SEBI registered Category-I Merchant Banker, have been engaged by E(I)L to give a fairness opinion (“Opinion”) on Valuation Certificate dated July 20, 2023 issued by Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708 (referred to as ‘Valuer’).

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Background of the Companies

EFC (I) LIMITED (“(E(I)L)” or the “Transferee Company”):

E(I)L (CIN: L74110PN1984PLC216407) is a public limited company incorporated on February 07, 1984, and having its registered office at 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhosle Nagar, Shivaji Nagar, Pune – 411007, Maharashtra.
E(I)L is engaged, inter alia, in the business of developing, buying, selling or renting out serviced and virtual office space, meeting rooms, office equipments, storage facilities, software development centers, network infrastructure, business executive suites, furnished meeting space and any other infrastructure projects including software parks, health care centers and business of software development, web site development, training, exporting, importing, buying, 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.
E(I)L is listed on BSE Limited.
The shareholding pattern of E(I)L as on valuation date is as under:

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Name of Shareholders No. of shares % shareholding
Promoter 45,37,000 55.09%
Public 31,90,374 38.74%
Outstanding Share Warrants () 5,08,500 6.17%
Total 82,35,874 100.00%
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(*) Conversion ratio of share warrants is 1:1, as represented by management warrants will be converted to equity in due course, hence considered under diluted equity share capital.

Directors and Key Managerial Persons of the Company as on valuation date are as under:

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DIN/PAN Name Begin date Designation
0000119614 Rajesh Chandrakant Vaishnav 13/08/2022 Director
0001733060 Umesh Kumar Sahay 06/05/2022 Managing Director
0001873087 Abhishek Narbaria 26/05/2022 Wholetime Director
0002111646 Nikhil Dilipbhai Bhuta 26/05/2022 Wholetime Director
0008095079 Mangina Srinivas Rao 26/12/2022 Director
BFLPA1782C Aman Kumar Gupta 20/10/2022 Company Secretary
0009054785 Gayathri Iyer 26/05/2022 Director
AIVPV5924D Uday Tushar Vora 26/05/2022 CFO(KMP)
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Whitehills Interior Limited (“WIL” or the “Transferor Company”):

WIL is incorporated in India under the Companies Act, 1956 on December 20, 2022 with CIN U26990PN2022PLC216228. The registered office of the Company is located at 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhosle Nagar, Shivaji Nagar, Pune – 411007, Maharashtra.
WIL is primarily engaged in the business of interior designing, interior designing consultancy, manufacturers, assembling, reassembling, repairing, importing, exporting, selling, buying, exchanging, altering, letting on hire, distributing or dealing in all kinds of ceramic items for homes and offices, curtains, panel products, household utensils, china and glass goods, floorings, wallpapers, kitchenware, carpets and other decorative and utility items etc.
WIL is not listed on any stock exchange.
The shareholding pattern of WIL as on valuation date is as under:

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Sr.no Name of Shareholders No of Shares % of Shareholding
1 EFC (I) Ltd 51,000 51.00%
2 Umesh Sahay 39,000 39.00%
3 Abhishek Narbaria 9,996 10.00%
4 Others 4 0.00%
Total 1,00,000 100.00%
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Directors and Key Managerial Persons of the Company as on valuation date are as under:

DIN/PAN	Name	Begin date	Designation
0001733060	Umesh Kumar Sahay	20/11/2022	Director
0001873087	Abhishek Narbaria	20/11/2022	Director
0006859500	Vishal Omprakash Sharma	15/03/2023	Additional Director

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Transaction Overview and Rational

Amalgamation pursuant to this Scheme would, inter alia, have the following benefits:

The Transferor Company is in the business in India as stated in above, the Transferor Company 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.
The Promoter(s)/ ultimate beneficiary owner of both 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 Company. The Transferee company presently holding 51% of the issued and paid- up capital of the Transferor Company.
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.
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.
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.
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.

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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.
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.
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.

Information relied upon:

We have prepared the fairness opinion report on the basis of the information provided to us and inter alia the following:

Share Exchange ratio valuation report dated July 20, 2023 issued by Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708 (referred to as ‘Valuer’);
Other information and explanations as provided by the management.

Further, we had discussions on such matters which we believe are necessary or appropriate for the purpose of issuing the valuation report.

We assume no responsibility for the legal, tax, accounting or structuring matters including, but not limited to, legal or title concerns. We understand that the Company has carried independent valuation of the asset of the Company Title to all subject business assets is assumed to be good and marketable and we would urge the company to carry out the independent assessment of the same.

We have been informed that all information relevant for the purpose of issuing the Fairness Opinion report has been disclosed to us and we are not aware of any material information that has been omitted or that remains undisclosed.

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Valuation Summary:

Some of the methods considered by the valuer for arriving at fair value of shares of a company are as under:

Valuation methods are broadly classified into –

– Cost Approach Net Asset Value (NAV) method

The value arrived at under this approach is based on the audited financial statements of the business and may be defined as Shareholders' Funds or Net Assets owned by the business. The balance sheet values are adjusted for any contingent liabilities that are likely to materialise. The Net Asset Value is generally used as the minimum break-up value for the transaction since this methodology ignores the future return the assets can produce and is calculated using historical accounting data that does not reflect how much the business is worth to someone who may buy it as a going concern.

– Income Approach Discounted Cash Flows (DCF) method

DCF uses the future free cash flows of the company discounted by the firm's weighted average cost of capital (the average cost of all the capital used in the business, including debt and equity), plus a risk factor measured by beta, to arrive at the present value. Beta is an adjustment that uses historic stock market data to measure the sensitivity of the Company's cash flow to market indices, for example, through business cycles. The DCF method is a strong valuation tool, as it concentrates on cash generation potential of a business. This valuation method is based on the capability of a company to generate cash flows in the future. The free cash flows are projected for a certain number of years and then discounted at a discount rate that reflects a Company's cost of capital and the risk associated with the cash flows it generates. DCF analysis is based mainly on the following elements:
Projection of financial statements (key value driving factors)
The cost of capital to discount the projected cash flows.

Market Approach – Market Price method

Under this methodology, market multiples of comparable listed companies are computed and applied to the business being valued in order to arrive at a multiple based valuation The difficulty here in the selection of a comparable company since it is rare to find two or more companies with the same product portfolio, size, capital structure, business strategy, profitability and accounting practices. Whereas no publicly traded company provides an identical match to the operations of a given company, important information can be drawn from the way comparable enterprises are valued by public markets. In case of early stage company and different business model the problem aggravates further.

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Basis of Valuation and Assumptions made by the valuer:

The valuation is based, on the aforesaid methods as described below:

The application of any particular method of valuation depends on the purpose for which the valuation is done. Although different values may exist for different purposes, it cannot be too strongly emphasized that a valuer can only arrive at one value for one purpose.

In the instant case, based on the nature of business of the Company, availability of data and generally acceptable valuation methodologies, Valuer have valued the Equity Shares of EFC (I) Limited (“E(I)L”) as per weighted average of Discounted Cash Flow Method & Comparable Company Market (CCM) Multiple Method and for Whitehills Interior Limited (WIL) valuation has been done by valuer on Discounted Cash Flow Method.

Conclusion ratio:-

“For every 1 equity share of WIL, 77 equity shares of E(I)L will be issued”.

Exclusions and Limitations

Our opinion and analysis is limited to the extent of review of the valuation report by the valuer and the Draft scheme document. In connection with the opinion, we have

A) Reviewed the Draft Scheme Document
B) Valuation Report dated July 20, 2023 issued by Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708.
C) Provisional Financial statements of EFC (I) Limited (E(I)L) & Whitehills Interior Limited (WIL) as on 30[th] June, 2023.
D) Management certified projected financial statements for the period of 5 years from financial year 2023-2024 to financial year 2027-2028 of EFC (I) Limited
E) Management certified projected financial statements for the period of 6 years from financial year 2023-2024 to financial year 2028-2029 of Whitehills Interior Limited.
F) Held discussions with the valuer, in relation to the approach taken to valuation and the details of various methodologies utilized by them in preparing the valuation report and recommendations;
G) Reviewed historical stock prices and trading volumes of E(I)L at BSE Limited;

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This opinion is intended only for the sole use and information of E(I)L and WIL in connection with the Scheme, including for the purpose of obtaining judicial and regulatory approvals, and for no other purpose. We are not responsible in any way to any person/party/statutory authority for any decision of such person or party or authority based on this opinion. Any person/party intending to provide finance or invest in the shares/business of either E(I)L and WIL or their subsidiaries /joint ventures/associates shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision.

For the purpose of this assignment, Navigant has relied on the Valuation Certificate for the proposed “Scheme of Amalgamation” of E(I)L and WIL their respective shareholders and information and explanation provided to it, the accuracy whereof has not been evaluated by Navigant. Navigant’s work does not constitute certification or due diligence of any past working results and Navigant has relied upon the information provided to it as set out in working results of the aforesaid reports.

Navigant has not carried out any physical verification of the assets and liabilities of the companies and takes no responsibility on the identification and availability of such assets and liabilities.

We hereby give our consent to present and disclose the Fairness Opinion in the general meetings of the shareholders of E(I)L and WIL, to the Stock Exchange and to the Registrar of Companies. Our opinion is not, nor should it be construed as our opining or certifying the compliance of the proposed scheme of Amalgamation with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon.

The information contained in this report is selective and is subject to updating, expansions, revisions and amendment, if any. It does not purport to contain all the information recipients may require. No obligation is accepted to provide recipients with access to any additional information or to correct any inaccuracies which might become apparent. Recipients are advised to independently conduct their own investigation and analysis of the business of the Companies.

The report has been prepared solely for the purpose of giving a fairness opinion on Valuation Certificate issued for the proposed Scheme of Amalgamation between E(I)L and WIL their respective shareholders, and may not be applicable or referred to or quoted in any other context.

Our opinion is dependent on the information provided to us being complete and accurate in all material respects. Our scope of work does not enable us to accept responsibility for the accuracy and completeness of the information provided to us.

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The scope of our assignment does not involve performing audit tests for the purpose of expressing an opinion on the fairness or accuracy of any financial or analytical information used during the course of our work. As such we have not performed any audit, review or examinations of any of the historical or prospective information used and, therefore, do not express any opinion with regard to the same. In addition, we do not take any responsibility for any changes in the information used for any reason, which may occur subsequent to this date.

One should note that valuation is not an exact science and that estimating values necessarily involves selecting a method or approach that is suitable for the purpose. Moreover, in this case where the shares of the company are being issued as consideration to the shareholders of E(I)L and WIL. It is not the absolute valuation that is important for framing an opinion but the relative valuation of the company visa-vis shares of WIL.

We have assumed that the Final Scheme will not differ in any material respect from the Draft Scheme Document shared with us.

Our opinion is based on the estimates of future financial performance as projected by the management / valuer, which represents their view of reasonable expectation at the point of time when they were prepared, but such information and estimates are not offered as assurances that the particular level of income or profit will be achieved or events will occur as predicted. Actual results achieved during the period covered by the prospective financial statements may vary from those contained in the statement and the variation may be material. The fact that we have considered the projections as projected by the management / valuer for their working purposes, should not be construed or taken as our being associated with or a party to such projections.

We do not express any opinion as to any tax or other consequences that might arise from the Scheme on E(I)L and WIL and their respective shareholders, nor does our opinion address any legal, tax, regulatory or accounting matters, as to which we understand that the respective companies have obtained such advice as they deemed necessary from qualified professionals. We have undertaken no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, government investigation or other contingent liabilities to which E(I)L and WIL and/or their associates/ subsidiaries, are or may be party.

The company has been provided with an opportunity to review the Draft Opinion as part of our standard practice to make sure that factual inaccuracy/omissions are avoided in our Final Opinion. Our Opinion in not intended to and does not constitute a recommendation to any shareholder as to how such holder should vote or act in connection with the Scheme or any matter thereto.

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Our Fairness Opinion:

Based upon valuation work carried out by Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708 (referred to as ‘Valuer’) we are of the opinion that the purpose of the proposed merger by absorption of E(I)L and WIL is fair, from a financial point of view.

The fairness of the Proposed Merger is tested by:

(1) Considering whether the Valuation methods adopted by Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708 (referred to as ‘Valuer’) depict a correct picture on the value of shares of all companies;
(2) Calculating the fair market value of companies;
(3) Considering qualitative factors such as economies of scale of operations, synergy benefits that may result from the proposed Merger of E(I)L and WIL.

The rationale for Share Exchange ratio as explained above, will be issued as assumed by Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708 (referred to as ‘Valuer’) is justified.

We are in opinion that, Bhavesh M Rathod, Registered Valuer (Securities or Financial Assets) with IBBI Registration No.: IBBI/RV/06/2019/10708 (referred to as ‘Valuer’) is justified by taking the Fair Value of Companies, and covers each aspect of valuation.

This being of our best of professional understanding, we hereby sign the Fairness Opinion report on valuation.

For Navigant Corporate Advisors Limited

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Sarthak Vijlani Managing Director Date: July 20, 2023 Place: Mumbai

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Q [email protected] • www.mehragoelco.oom

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v

To, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400 001.

IDCC 1963 . ·- H

MEH� GOEL & CO.(h . ·- H

We, Mehra Goel & Co., Chartered Accountants (FRN: 000517N) having registered office situated at 505, Chiranjiv Towers, 43, Nehru Place New Delhi 110019, the statutory auditors of EFC {I) LIMITED (hereinafter referred to as "the Company"), have examined the proposed accounting treatment specified in clause 21 of the Draft Scheme of amalgamation between EFC (I) limited and Whitehills Interior Limited in terms of the provisions of section(s) Section 230 to Section 232 of the Cefflt3aAles Ae, 1956/ Companies Act, 2013 with reference to its compliance with the applicable Accounting Standards notified under the Companies Aet, 19S6/ Companies Act, 2013 and Other Generally Accepted Accounting Principles.

The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directors of the Companies involved. Our responsibility is only to examine and report whether the Draft Scheme complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company. We carried out our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India.

Based on our examination and according to the information and explanations given to us, we confirm that the accounting treatment contained in the aforesaid draft scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under and all the applicable Accounting Standards notified by the Central Government under the Coffl13anies Act, 19Se/ Companies Act, 2013 and/or the accounting treatment in respect of Indian Accounting Standard (IND AS) - 103 as prescribed by Institute of Chartered Accountants of lndia(ICAI), Ministry of Corporate Affairs, Government of India, vide its Notification dated 16 February, 2015 which prevail over the accounting treatment for the same as prescribed under the aforesaid Accounting Standards (wherever applicable).

This Certificate is issued at the request of the EFC (I) Limited pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to the BSE Limited. This Certificate should not be used for any other purpose without our prior written consent.

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Pune, 27[th ] August 2024

Mumbai: Gurgaon; Pune: Chennai· Dubai: 505, ChiranJlv Tower, 305· 306, 3rd Floor, GLOBAL BUSINESS SQUARE, Ms Gandharv Reality, Sri Raghava Nilayam, R-3035, Reef Tower, 431 Nehru Place, Garnet Palladium, Off Western Building No, 321 Sector 'l'I, shop no 302, J'd noor, Okl No 38 , New No 28, Ouster O, A New Delhi 110019. India lnstltutlonal Area Gandharv galaxla, Sr no West Orcular Road, Jumeriah Lake Tower, Tel: +91-11-2622·3712, Exp Highway, Goregaon Gurugram, 122002,Indla 135, Hadapsar, Pune - Mandavellpakkam, Olennal, Dubai, UAE.

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IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH-I

C.A. (CAA) NO. 184/MB/2025

In the matter of

The Companies Act, 2013 (18 of 2013)

and

Section 232 r/w Section 230 of The Companies Act, 2013

and other

applicable provisions of the Companies

Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

In the matter of Scheme of Amalgamation of (Merger by Absorption) of

WHITEHILLS INTERIOR LIMITED

EFC (I) LIMITED

[Collectively referred to as the “Applicant Companies”]

Order pronounced on 11.08.2025

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Coram:

Sh. Prabhat Kumar Sh. Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances (video conferencing):

ORDER

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 "), seeking the amalgamation by way of merger by absorption and dissolution of the transferor company without winding up.
Whitehills Interior Limited (CIN: U26990PN2022PLC216228), a company incorporated under the Companies Act, 2013 on 20.11.2022, 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 consultancy and products. The Authorized Capital of the Transferee Company on the Scheme becoming effective shall be Rupees 10,00,000/- (Indian Rupees Ten Lakh Only) divided into 1,00,000 equity shares of face value of 10/each.

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EFC (I) Limited (Formerly known as Amani Trading and Exports limited)(CIN:L74110PN1984PLC216407), company incorporated under the Companies Act, 1956 on 23.04.1984, has its registered office at the same address. The Company is engaged in the business of serviced office spaces, virtual offices, and related infrastructure services. 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 equity shares of face value 2/- each.
The Board of Directors of both Applicant Companies approved the Scheme of Amalgamation in their respective meetings held on 20.07.2023 . The Appointed Date as per the Scheme is 01.04.2023.
The Applicant Companies have filed its Memorandum and Articles of Association and Audited Financial Statements for the year ended 31.03.2025. The MOA reflects that the Applicant Companies are empowered to carry out amalgamation.
This Scheme (as defined hereunder) provides, inter alia, for:

“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 in the Scheme) in accordance with the Share Exchange Ratio) to the Eligible Members, in respect of each Transferor Company Share (as defined hereunder) held by them in accordance with this Scheme (“Amalgamation”)”

7. Rationale of the Scheme:

The Scheme of Amalgamation and the proposed amalgamation will be the benefit of both the Applicant Companies involved in the amalgamation in the following manner:

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i.The Transferor Company is in the business in India as stated in above in clause A of the Scheme, 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, goto-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.
vi.The Scheme of arrangement will result in cost saving for both the companies as they are capitalizing each other’s core competency and

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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 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.
ix.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.
x.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.
The Share Exchange Ratio was determined by a Valuation Report dated 20.07.2023 issued by Mr. Bhavesh M. Rathod , Registered Valuer, using the Discounted Cash Flow method. Based on this, 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.”

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 ‘Fairness Opinion’ dated 20.07.2023, issued by Navigant Corporate Advisors Limited (SEBI Reg. No. INM000012243), supports this valuation.

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Pursuant to the SEBI Master Circular dated 20.06.2023, and Regulation 37 of the SEBI Listing Regulations, BSE issued a ‘No Objection Letter’ on 13.05.2025 allowing the Second Applicant Company to file the Scheme with the Tribunal. Additionally, the Statutory Auditor of the Transferee Company has certified that the accounting treatment under the Scheme complies with Indian Accounting Standards, as per the certificate dated 27.08.2024.
The Applicants have submitted the following documents:
a. Corporate Documents :-
-MOA & AOA, Incorporation Certificates – Both Companies
-Name & Registered Office Change Certificates – EFC (I) Ltd.
b. Financial Statements:- Whitehills Interior Ltd. & EFC (I) Ltd.
-Audited Financials: Financial Year(FY) ending 2022–23, 2023–24, 2024–25
-Management-Certified Financials: As on 31.05.2025
-Net Worth Certificate (31.05.2025)

c. Shareholders & Creditors:-

-Shareholder List & Pattern of Applicant Companies – As on 31.05.2025
-Auditor Certificates for Shareholding (Both Companies)
-Consent Affidavits of Shareholders (Whitehills)
-Secured Creditors (Both Companies)
-Unsecured Creditors (Both Companies)
-Management-Certified Lists (As on 31.05.2025)

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-Auditor Certificates

d. Approvals & Opinions:-

-Board Resolutions (Both Companies) – 20.07.2023
-Valuation Report – 20.07.2023
-Fairness Opinion – 20.07.2023
-Auditor Certificate on Share Exchange Ratio.
-Independent Valuer Certificate on Bonus Consideration.
e. Compliance Documents:-
-BSE Observation Letter – 13.05.2025

-Corporate/Bank Guarantee Lists – Both Companies

There are no investigation proceedings have been instituted and/or are pending against them under Sections 210-217, 219, 220, 223, 224, 225, 226 & 227 of the Companies Act, 2013. There are no ongoing adjudications and/or recovery proceedings and/or pending litigations and/or prosecutions initiated and/or enforcement actions against them. There are no ongoing adjudication, recovery proceedings, pending litigations, prosecution initiated and / or any other enforcement action against the Promoters and / or Directors and / or shareholders of the Applicant Companies.
The status of Equity Shareholders, Secured and Unsecured Creditors and their Consent through Affidavits qua all the Companies as mentioned in the Application filed by the Applicants is summarized as below:

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Comp any	Class of Shareholders		Class of Creditors				Rem arks
	Equity/Prefere nce/Other Shareholders	Con sent	Secur ed Credi tors	Con sent	Unsecured Creditors	Con sent
White hills Interio r Limite d (Transf eror)	7 (as on 31.05.2025)	7	NIL	N.A.	39 (amountin g to ₹69,74,29, 907/-)	NIL
EFC (I) Limite d (Transf eree)	18,255 (listed Co.)	3	NIL	N.A.	119 (amountin g to ₹8,48,22,2 60.14/-)	1

In view of the consent affidavit from the shareholders of the First Applicant Company having been placed on record, the meeting of equity shareholders of the First Applicant Company is dispensed with. Further, this Tribunal directs that the meeting of equity shareholders of the Second Applicant Company be conducted as follows:

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a. The meeting shall be held within 90 days from the date of uploading this order on the NCLT website, via Video Conferencing (VC) / Other Audio-Visual Means (OAVM), without physical presence, for considering the proposed Scheme. Shareholders may vote via remote e-voting (open for at least 3 calendar days before the meeting) and e- voting during the meeting, in compliance with the Companies (Management and Administration) Rules, 2014, SEBI Listing Regulations, and Secretarial Standard-2.

b. Notice of the meeting in Form CAA.2, along with the Scheme and explanatory statement (under Sections 230(3), 102 and Rule 6), shall be sent 30 clear days before the meeting to shareholders as on cut-off date (7 days prior to dispatch) via registered email or in terms of MCA circular dated April 13, 2020. Provision shall be made for unregistered shareholders to register emails and download the notice from the Second Applicant Company’s website and also the First Applicant Company’s website www.efclimited.in.

c. Simultaneously, advertisement of notice (Form CAA.2) shall be published in Financial Express (English, Pune) and Navrashtra (Marathi, Pune), at least 30 days before the meeting, mentioning access and download provisions for the Scheme documents and explanatory statement.

d. Chairperson: Ms. Gayatri Srinivasan Iyer (DIN: 9054785) or, failing her, Mr. Rajesh C. Vaishnav (DIN: 0119614), shall preside over the meeting. Chairperson’s remuneration: ₹40,000 (exclusive of taxes and expenses), to be borne by the Second Applicant Company.

e. Scrutinizer: Mr. Chirag Sachapara (FCS 13160, COP 22177) or, failing him, Mr. Satyajit Mishra (FCS 5759, COP 4997), appointed at remuneration of ₹20,000 (excluding taxes/expenses).

f. Proxy voting is not allowed due to VC/OAVM mode; however, body corporates may vote via authorized representative, with

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prescribed authorization submitted at least 48 hours before the meeting to [email protected].

g. Notices and advertisements shall be issued by the Second Applicant Company in consultation with the Chairperson, who shall also be empowered to decide all procedural matters, including amendments to the Scheme/resolutions, in accordance with applicable Rules.

h. Quorum shall be as per Section 103 of the Companies Act, 2013; attendees via VC/OAVM shall be counted. If quorum is not present within 30 minutes, the meeting will stand adjourned by another 30 minutes and proceed with members present.

i. Shareholding value and number shall be based on records not older than 7 days prior to the meeting. Disputes to be decided by Chairperson, whose decision shall be final.

j. Affidavit of compliance with notice and advertisement directions shall be filed at least 7 days before the meeting under Rule 12.

k. Report of meeting result shall be submitted to the Tribunal within 30 days of the meeting, verified as per Rule 14.

It is further submitted that, the Scheme proposed is an arrangement exclusively between the First and Second Applicant Companies and their respective shareholders under Section 230(1)(b) of the Companies Act, 2013; it does not fall under Section 230(1)(a), as there is no compromise or arrangement with unsecured creditors, nor is any sacrifice required from them; and the rights of the unsecured creditors remain unaffected, since all existing liabilities of both Applicant Companies will be discharged in the ordinary course of business after the merger.
It is also submitted that, the net worth of the First Applicant Company stands at Rupees 8,407.25 lakhs and that of the Second Applicant Company at Rupees 394,77.14 lakhs , whereas their respective

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unsecured creditor liabilities amount to Rupees 6,974.29 lakhs and Rupees 848.22 lakhs, totaling Rupees 7,822.51 lakhs representing only 16.34% of the net worth of the Second Applicant Company. These figures are supported by a Statutory Auditor’s certificate dated 02.07.2025, annexed to the Company Scheme Application. Upon the Scheme becoming effective, the unsecured creditors of both Applicant Companies will be paid in the normal course of business by the Second Applicant Company. It is emphasized that the Second Applicant Company has sufficient assets and positive net worth to meet all obligations without adversely affecting the rights of any creditors.

In view of the foregoing submissions, the Tribunal is satisfied and directs dispensation of the meetings of the unsecured creditors of both the First and Second Applicant Companies.
The Applicant Companies are accordingly directed to serve notices along with copy of Scheme under the provisions of Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangement and Amalgmation) Rules, 2016 upon the:
i. The Central Government through the office of Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai;
ii. Registrar of Companies, Maharashtra at Pune;
iii. Income-tax Authority within whose jurisdiction the First Applicant Company bearing PAN: AADCW4108R, is assessed to tax viz Income Tax Officer - Circle 2, PMT Building, Swargate, Pune, Maharashtra – 411037; and Income-tax Nodal Authority in the Income-tax Department having jurisdiction over such authority i.e. Pr. CCIT, Mumbai, Address – 3[rd] Floor, Aayakar Bhawan, Mahrishi Karve Road, Mumbai – 400020,

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Phone No. 022-22017654 [Email:

[email protected]];

iv. Income-tax Authority within whose jurisdiction the Second Applicant Company bearing PAN: AAACA9727B, is assessed to tax viz Income Tax Officer – Ward 1(1)(1), Income tax Office, Vejalpur, Ahmedabad, Gujarat 380015; and Income-tax Nodal Authority in the Income-tax Department having jurisdiction over such authority i.e. Pr. CCIT, Gujarat, Address, Satish Sharma, Room No. 222, Second Floor, Aayakar Bhavan, Ashram Road, Ahmedabad.
v. Jurisdictional Proper Officer in the GST Authority within whose jurisdiction the First Applicant Company having GSTIN: 27AADCW4108R1ZT is assessed to tax;
vi. Jurisdictional Proper Officer in the GST Authority within whose jurisdiction the Second Applicant Company having GSTINs: 27AAACA9727B2ZV, 27AAACA9727B1ZW, 09AAACA9727B1ZU, 24AAACA9727B1Z2 is assessed to tax;
vii. To the Official Liquidator, High Court, Bombay in so far as First Applicant Company is concerned;
viii. BSE Limited (only in respect of the Second Applicant Company);
ix. Securities and Exchange Board of India (only in respect of the Second Applicant Company)
x. Any Sectoral Regulator, if any.
However, the notice shall be served through either R.P.A.D or by Email or by speed post or registered post or by courier or by hand delivery with a direction that they may submit their representations, if any, within a period of 30 (thirty) days from the date of receipt of

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148 IN THE NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH- 1 C.A. (CAA) NO. 184/MB/2025

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such notice to the Tribunal with copy of such representations shall simultaneously be served upon the respective Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the Scheme.

The Applicant Companies shall file the Second Motion Petition under Sections 230(6) and 232(3) of the Companies Act within 14 days of this Order.
The Application is allowed in the aforesaid terms.

Sd/- Sd/Prabhat Kumar Sushil Mahadeorao Kochey Member (Technical) Member (Judicial)

//VB//

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EFC (I) Limited

(Formerly known as Amani Trading and Exports Limited)

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ANNEXURE VII

Date: 28-08-2023

To, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400 001.

SCRIP CODE: 512008

SUB: Complaints Report.

Dear Sir/Madam,

The Complaint Report of the Transferee Company EFC (I) Limited is as follows:

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	0
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	0
3.	Total Number of complaints/comments received (1+2)	0
4.	Number of complaints resolved	0
5.	Number of complaints pending	0

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
1.	NA	NA	NA

For EFC (I) Limited

SIGN

Umesh Kumar Sahay Managing Director DIN: 01733060

Dated on this August 28, 2023 at Pune.

Regd. Office: 6[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007, Maharashtra I CIN: L74110PN1984PLC216407

Tel.: 020 3502 0912 I Email Id: [email protected] I Website: www.efclimited.in

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To,

The Board of Directors,

EFC (I) Limited

6th Floor, V.B Capitol Building, Range Hill Rd, opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune, Maharashtra 411007, India

Dear Sir/ Madam,

Sub: Certificate on adequacy and accuracy of disclosure of information pertaining to the unlisted Company i.e. Whitehills Interior Limited ("Transferor Company" or "the Company" or "Whitehills"), in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Part E of SEBI ICDR Regulations 2018" ) SEBI Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/00094 dated June 21, 2023 as amended from time to time, to the extent applicable, for the purpose of Scheme of Merger by Absorption of Whitehills Interior Limited with EFC (I) Limited ("Transferee Company" or "EFC") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (collectively the “Act”) and all other applicable acts, rules and regulations, (hereinafter referred to as the “Scheme”).

We, Rarever Financial Advisors Private Limited (“RFAPL”, “Rarever”, “We” or “us”), a Category I Merchant Banker registered with SEBI, having registration no. INM000013217 have been appointed by Board of Directors (“Board”) of EFC (I) Limited (CIN: L74110PN1984PLC216407) for the purpose of certifying the adequacy and accuracy of disclosure of information pertaining to the unlisted Company, Whitehills Interior Limited (CIN: U26990PN2022PLC216228 ) in the format prescribed in Part E of SEBI ICDR Regulations 2018, involved in the proposed Scheme of Merger by Absorption of Whitehills with EFC and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (collectively the “Act” ) and all other applicable acts, rules and regulations, (hereinafter referred to as “the Scheme” ).

Scope and Purpose of the Certificate

As required under SEBI Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 ("SEBI Circular”) the listed entity in the present case EFC shall include the applicable information pertaining to the unlisted entity involved in the Scheme, in the present case being Whitehills, in the format specified for Abridged Prospectus as provided in Part E of SEBI ICDR Regulations 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which will be sent to the shareholders while seeking approval of the Scheme. SEBI Circular SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20,2023 further prescribe that the accuracy and adequacy of such disclosures shall be certified by a SEBI Registered Merchant Banker after following the due diligence process.

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203

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This certificate is being issued in compliance of above-mentioned requirement under the SEBI Circular.

This certificate is restricted to meet the above-mentioned purpose only and may not be used for any other purpose whatsoever or to meet the requirement of any other laws, rules, regulations and statutes.

1. Certification:

We state and confirm as follows:

1) We have examined various documents and other materials made available to us by the management of Whitehills and EFC in connection with finalization of Abridged Prospectus containing information in the format prescribed for abridged prospectus (“ Disclosure Document ”) dated August 13, 2025, pertaining to Whitehills , which will be circulated to the shareholders of EFC and Whitehills at the time of seeking their consent to the Scheme of Merger by Absorption of Whitehills with EFC as a part of explanatory statement to the notice.
2) Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by Whitehills and EFC as well discussions with their management, we confirm that, the information contained in the Disclosure Document of Whitehills is adequate and accurate in the terms of the SEBI Circulars read with Part E of Schedule VI of the SEBI ICDR Regulations 2018.

2. Disclaimer:

Our scope of work did not include the following:-

An audit of the financial statements of Whitehills .
Carrying out a market survey / financial feasibility for the Business of Whitehills
Financial and Legal due diligence of Whitehills .

It may be noted that in carrying out our work, we have relied on the integrity of the information provided to us for the purpose, and other than reviewing the consistency of such information, we have not sought to carry out an independent verification, thereof we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by the management of Whitehills and EFC .

We do not assume any obligation to update, revise or reaffirm this certificate because of events or transactions occurring subsequent to the date of this certificate.

We understand that the management of Whitehills and EFC , during our discussions with them, would have drawn our attention to all such information and matters which may have an impact on our Certificate.

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The fee for our services is not contingent upon the result of the Scheme.

The management of Whitehills and EFC or their related parties are prohibited from using this opinion other than for its sole limited purpose and except as required under applicable law or regulation.

Our certificate is not, nor should it be constructed as our opinion or certification of the compliance of the Scheme of Merger by Absorption with the provision of any law including Companies Act, taxation laws, capital market laws and related laws.

We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/investors should buy, sell or hold any stake in the Company or any of its related parties (holding companies/subsidiaries/associates etc.)

In no event, RFAPL, its Directors and employees will be liable to any party for any indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages) arising from any provision of this opinion.

Yours faithfully,

For Rarever Financial Advisors Private Limited

SIGN

_______ Niraj Thakkar Authorised Signatory

MB Registration No.: INM000013217 Date: August 13, 2025 Place: Ahmedabad

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AI assistant

EFC (I) LIMITED — Proxy Solicitation & Information Statement 2025

62498_rns_2025-08-14_bbb9115a-9c0e-4d68-9b69-3291a2d41599.pdf

EFC (I) Limited

EFC (I) Limited

EFC (I) LIMITED

Corporate Identification Number (“CIN”) : L74110PN1984PLC216407

scheme related documents before exercising their voting rights.

EFC (I) Limited

value creation for all shareholders, including the public.

EFC (I) Limited

INDEX

EFC (I) Limited

EFC (I) Limited

IN THE MATTER OF THE COMPANIES ACT, 2013,

AND

IN THE MATTER OF SCHEME OF AMALGAMATION (MERGER BY ABSORPTION) OF WHITEHILLS INTERIOR LIMITED (‘TRANSFEROR COMPANY’ or ‘FIRST APPLICANT COMPANY’) WITH EFC (I) LIMITED (‘TRANSFEREE COMPANY’ or ‘SECOND APPLICANT COMPANY’) AND THEIR SHAREHOLDERS AND CREDITORS

EFC (I) Limited,

EFC (I) Limited

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF EFC (I) LIMITED (‘TRANSFEREE COMPANY’ or ‘SECOND APPLICANT COMPANY’) AS PER THE DIRECTIONS OF HON’BLE NCLT, MUMBAI BENCH, VIDE ORDER DATED 11[th] AUGUST 2025

The Equity Shareholders of EFC (I) Limited

EFC (I) Limited

EFC (I) Limited

EFC (I) Limited

EFC (I) Limited

NOTES FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY:

EFC (I) Limited

EFC (I) Limited

EFC (I) Limited

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode:

INTRUCTIONS FOR REMOTE E-VOTING

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

Shareholders not registered for IDeAS facility:

EFC (I) Limited

METHOD 2 - NSDL e-voting website

METHOD 3 - NSDL OTP based login

II. Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

EFC (I) Limited

METHOD 2 - CDSL e-voting page

a) Visit URL: https://www.cdslindia.com

III. Individual Shareholders holding securities in demat mode with Depository Participant

IV. Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

HELPDESK:

STEP 1: LOGIN / SIGNUP to InstaVote

EFC (I) Limited

Shareholders registered for INSTAVOTE facility:

Shareholders not registered for INSTAVOTE facility:

STEP 2: Steps to cast vote for Resolutions through InstaVote

EFC (I) Limited

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

STEP 2 – Investor Mapping

EFC (I) Limited

STEP 3 – Steps to cast vote for Resolutions through InstaVote

METHOD 1 - VOTES ENTRY

METHOD 2 - VOTES UPLOAD

Forgot Password:

EFC (I) Limited

General Instructions – Shareholders

INSTRUCTIONS FOR SHAREHOLDERS TO ATTEND AND VOTE DURING THE GENERAL MEETING

Login method for shareholders to attend the General Meeting through InstaMeet:

EFC (I) Limited

d) Click “Go to Meeting”

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Note:

EFC (I) Limited

Helpdesk:

PROCESS TO BE FOLLOWED FOR ONE-TIME REGISTRATION OF E-MAIL ADDRESS (FOR SHARES HELD IN PHYSICAL FORM OR IN ELECTRONIC FORM) IS AS FOLLOWS:

EFC (I) Limited

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH COMPANY APPLICATION NO. - C.A. (CAA) /184/ MB / 2025

AND

AND

EFC (I) Limited,

1. Meeting for the Scheme:

EFC (I) Limited

EFC (I) LIMITED Proxy Solicitation & Information Statement 2025