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

Jun 16, 2025

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June 16, 2025

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

Sub.: Postal Ballot Notice.

Dear Sir/Ma’am,

Pursuant to Regulation 30 and 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Postal Ballot Notice is being sent to the Members of the Company whose names appear in the Register of Members or the Register of Beneficial owners maintained by the depositaries as of June 13, 2025 (Cut-off date) seeking their approval through Postal Ballot as per the requirements of Section 110 of the Companies Act, 2013 read with the Rules made thereunder.

The Company has engaged the services of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar and Transfer Agent of the Company, for providing e-voting facility. E-voting period shall commence at 9:00 a.m. (IST) on Tuesday, 17 June, 2025 and end at 5:00 p.m. (IST) on Wednesday, 16 July, 2025. The result of Postal Ballot will be announced on or before July 18, 2025.

A Copy of Notice of Postal Ballot is enclosed. The Postal Ballot Notice is also available on the website of the Company at www.efclimited.in

This is for your information and records.

Thanking you, For EFC (I) Limited

Digitally signed by Aman Kumar Aman Kumar Gupta Gupta Date: 2025.06.16 15:49:00 +05'30' Aman Gupta (Company Secretary)

Encl.: As above

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: compliance@efclimited.in I Website: www.efclimited.in

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POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014)

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed for approval by the members of EFC (I) Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“evoting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 108 and Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules as amended from time to time, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, and General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts and the reasons/rationale thereof form part of this Postal Ballot Notice (“the Notice”).

The Board of Directors have appointed Mr. Chirag Sachapara, Practicing Company Secretary, Proprietor of M/s Sachapara and Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.

The Company has engaged the services of MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) (“MUFG” or “Registrar and Transfer Agent”) as the agency to provide e- voting facility.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting:	9:00 a.m.(IST)on Tuesday,17 June,2025
End of e-voting:	5:00p.m.(IST)on Wednesday,16 July,2025

The e-voting facility will be disabled immediately after 5.00 p.m. IST on Wednesday, 16 July, 2025, and will be disallowed thereafter.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of e-voting will be announced within 48 hours from the conclusion of e-voting period i.e. on or before Friday, 18 July, 2025, and will be displayed on the Company’s website at www.efclimited.com and the website of MUFG at

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: compliance@efclimited.in I Website: www.efclimited.in

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https://instavote.linkintime.co.in The results will simultaneously be communicated to the Stock Exchange and will also be displayed at the registered office of the Company.

SPECIAL BUSINESS:

1. TO FIX REMUNERATION OF MR. UMESH KUMAR SAHAY (DIN: 01733060) CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY.

To consider and pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 178, 196, 197 and 198 read with Schedule V and the Rules framed thereunder, and other applicable provisions if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or amendment(s) thereof for the time being in force, and in furtherance to the Special Resolution passed in Annual General Meeting held on 30[th] September 2024 and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded for fixing the remuneration of Mr. Umesh Kumar Sahay (DIN: 01733060), Chairman and Managing Director of the Company, on such terms and conditions as set out in this resolution and the explanatory statement annexed.”

“RESOLVED FURTHER THAT subject to other applicable provisions, the aforesaid remuneration be considered as the minimum remuneration, notwithstanding that the Company may make losses or inadequate profits during the tenure of Mr. Umesh Kumar Sahay as a Chairman and Managing Director of the Company.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this Resolution) be and is hereby authorised to vary and/or revise the remuneration of Mr. Umesh Kumar Sahay (DIN: 01733060), Chairman and Managing Director of the Company within the overall limits under the Act and to take such steps as may be necessary, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

2. TO FIX REMUNERATION OF MR. ABHISHEK NARBARIA (DIN: 01873087) NON-EXECUTIVE DIRECTOR OF THE COMPANY.

To consider and pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of 197 and 198 read with Schedule V and the Rules framed thereunder, and other applicable provisions if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or amendment(s) thereof for the time being in force, and in furtherance to the Special Resolution passed through Postal Ballot on 17[th] December 2024 and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded for fixing the remuneration of Mr. Abhishek Narbaria (DIN: 01873087), NonExecutive Director of the Company, on such terms and conditions as set out in this resolution and the explanatory statement annexed.”

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: compliance@efclimited.in I Website: www.efclimited.in

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“RESOLVED FURTHER THAT subject to other applicable provisions, the aforesaid remuneration be considered as the minimum remuneration, notwithstanding that the Company may make losses or inadequate profits during the tenure of Mr. Abhishek Narbaria as a Non-Executive Director of the Company.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this Resolution) be and is hereby authorised to vary and/or revise the remuneration of Mr. Abhishek Narbaria (DIN: 01873087), Non Executive Director of the Company within the overall limits under the Act and to take such steps as may be necessary, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

3. TO APPROVE MATERIAL RELATED PARTY TRANSACTION(S) OF THE COMPANY WITH WHITEHILLS INTERIOR LIMITED.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to and in accordance with : (i) Provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“ the LODR Regulations ”); (ii) Applicable provisions of the Companies Act, 2013 including any statutory modification(s) or re-enactment thereof (“the Act”) and the rules framed thereunder; (iii) SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 read with the Policy on Related Party Transactions of the Company; and (iv) Based on the recommendation of the Audit Committee, approval of the members of the Company be and is hereby accorded to enter into and / or continue Material related party contract(s) / arrangement(s) / transaction(s) (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as detailed in the Explanatory Statement annexed herewith, between the Company and Whitehills Interior Limited, a Subsidiary of the Company, and accordingly being ‘Related Party’ of the Company, on such terms and conditions as may be mutually agreed between the Company and Whitehills Interior Limited, for an aggregate value not exceeding INR 75 crores at any point of time during the Financial Year 2025-26 provided that the said contract(s) / arrangement(s) / transaction(s) shall be entered on an arm’s length basis and in the ordinary course of business.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall include any committee(s) constituted or to be constituted by the Board to exercise the powers conferred on the Board by this resolution) be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, finalizing the terms and conditions, methods and modes in respect of executing necessary documents, including contract(s) / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary approvals from the authorities; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, Company Secretary or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and are hereby approved and confirmed in all respect.”

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: compliance@efclimited.in I Website: www.efclimited.in

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4. TO APPROVE MATERIAL RELATED PARTY TRANSACTION(S) BETWEEN EFC LIMITED (WHOLLY OWNED SUBSIDIARY OF THE COMPANY) AND WHITEHILLS INTERIOR LIMITED.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to and in accordance with: (i) Provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“the LODR Regulations”); (ii) Applicable provisions of the Companies Act, 2013 including any statutory modification(s) or re-enactment thereof (“the Act”) and the rules framed thereunder; (iii) SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 read with the Policy on Related Party Transactions of the Company; and (iv) Based on the recommendation of the Audit Committee, approval of the members of the Company be and is hereby accorded to enter into and / or continue Material related party contract(s) / arrangement(s) / transaction(s) (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as detailed in the Explanatory Statement annexed herewith, between the EFC Limited, a Wholly Owned Subsidiary of the Company and Whitehills Interior Limited, a Subsidiary of the Company, and accordingly being ‘Related Parties’ of the Company, on such terms and conditions as may be mutually agreed between the EFC Limited and Whitehills Interior Limited, for an aggregate value not exceeding INR 500 crores at any point of time during the Financial Year 2025-26 provided that the said contract(s) / arrangement(s) / transactions shall be entered on an arm’s length basis and in the ordinary course of business.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and are hereby approved, and confirmed in all respect.”

5. TO APPROVE MATERIAL RELATED PARTY TRANSACTION(S) BETWEEN WHITEHILLS INTERIOR LIMITED (SUBSIDIARY OF THE COMPANY) AND DC&T GLOBAL PRIVATE LIMITED.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to and in accordance with: (i) Provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“the LODR Regulations”); (ii) Applicable provisions of the Companies Act, 2013 including any statutory modification(s) or re-enactment thereof (“the Act”) and the rules framed thereunder; (iii) SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 read with the Policy on Related Party Transactions of the Company; and (iv) Based on the recommendation of the Audit Committee, approval of the members of the Company be and is hereby accorded to enter into and / or continue Material related party contract(s) / arrangement(s) / transaction(s) (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as detailed in the Explanatory Statement annexed herewith, between Whitehills Interior Limited, a Subsidiary of the Company and DC&T Global Private Limited (“DC&T”), an entity under the same management, and accordingly being ‘Related Parties’ of the Company, on such terms and conditions as may be mutually agreed between Whitehills Interior Limited and DC&T, for an aggregate value not exceeding INR 100 crores at any point of time during the Financial Year 2025-26, provided that the said contract(s) / arrangement(s) / transaction(s) shall be entered on an arm’s length basis and in the ordinary course of business.

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: compliance@efclimited.in I Website: www.efclimited.in

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RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and are hereby approved and confirmed in all respect.

By order of the Board of Directors For EFC (I) Limited

Sd/Aman Gupta Company Secretary

Date: June 16, 2025 Place: Pune

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: compliance@efclimited.in I Website: www.efclimited.in

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Notes:

1. The Explanatory Statements pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed herewith.

2. This Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company / depository participant(s), as on 13 June, 2025 (“Cut-off Date”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.

3. A copy of Postal Ballot Notice is also available on the Company’s website at www.efclimited.in, website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com, and on the RTA’s website https://instavote.linkintime.co.in.

4. Voting rights shall be reckoned on the paid-up value of shares registered in the name of member/ beneficial owner (in case of electronic shareholding) as on the cut-off date 13 June, 2025.

5. Pursuant to the provisions of Section 108 and all other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is pleased to provide e-voting facility to all its members, to enable them to cast their votes electronically and has engaged the services of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), RTA as the agency to provide e- voting facility. Instructions for the process to be followed for e-voting are annexed to this Postal Ballot Notice.

6. In accordance with MCA Circulars, the Company had made necessary arrangements for the Members to register their email address including PAN, KYC details and Nomination: Members who have not registered their e-mail addresses so far are requested to register the same so that they can receive all future communications from the Company electronically. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, choice of nominations (optional), power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc as directed below:-

7. a. For shares held in electronic form: to their Depository Participants (DPs).

8. b. For shares held in physical form: to the Company/Registrar and Transfer Agent by submitting the relevant required documents viz; Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 pursuant to SEBI Master Circular dated May 7, 2024 and Circular dated June 10, 2024. The formats for updation of KYC details and Nomination are available on Registrar & Transfer Agent’s (Link Intime India Pvt. Ltd.) website at

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: compliance@efclimited.in I Website: www.efclimited.in

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https://in.mpms.mufg.com/home.html. The above referred KYC documents and SEBI Circular is also available on the Company’s website www.efclimited.in.

1. During the voting period, members can login to RTA’s voting platform any number of times till they have voted on all the resolutions. However, once a member has cast their vote on any resolutions, either partially or fully, they will not be allowed to modify or re-cast their vote.

2. In accordance with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to the Members whose names appear on the Register of Members/list of Beneficial Owners as on June 13, 2025 (“ Cut-off date ”) and whose e-mail addresses are registered with the Company/Depositories and members can vote only through the remote e-voting process . Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically.

3. The e-voting period commences on Tuesday, 17 June, 2025 at 9.00 a.m. (IST) and ends on Wednesday, 16 July, 2025 at 5.00 p.m (IST). During this period, members of the Company holding shares either in physical or dematerialized form, as on the cut-off date, that is on 13 June, 2025 (including those Members who may not receive this Postal Ballot Notice due to non-registration of their email address with RTA or the DPs, as aforesaid), can cast their vote only through the e-voting. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) upon expiry of the aforesaid period.

4. The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date specified for voting, that is , Wednesday, July 16, 2025. Further, resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

5. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced not later than 48 hours from the conclusion of e-voting and will also be displayed on the Company website www.efclimited.in, on the website of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) https://instavote.linkintime.co.in, and communicated to the stock exchanges and RTA.

6. All material documents referred to in the explanatory statements will be available for inspection at the Registered Office and corporate office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by e-voting. Alternately, Members may also send their requests to compliance@efclimited.in from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.

7. Members who have not registered their e-mail addresses are requested to register the same with the Company’s Registrars and Transfer Agents / Depository Participant(s) for sending future communication(s) in electronic form.

8. A member need not use all his / her / its votes nor does he / she / it need to cast all his / her / its votes in the same way.

9. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

10. INFORMATION AND INSTRUCTIONS RELATING TO VOTING THROUGH E-VOTING

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: compliance@efclimited.in I Website: www.efclimited.in

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Login method for Individual shareholders holding securities in demat mode is given below: Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

• b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

• c) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User who have not registered for NSDL IDeAS facility:

• 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) Proceed with updating the required fields.

• c) Post registration, user will be provided with Login ID and password.

• d) After successful login, click on “Access to e-voting”.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

• 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 sixteen-digit demat account number 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 can see “Access to e-voting”.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered for CDSL Easi/Easiest facility.

• a) Visit URL: https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com .

• b) Click on New System Myeasi

• c) Login with user id and password

• d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., MUFG InTime,, for voting during the remote e-voting period.

• e) Click on “LINK InTime/MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

OR

Users who have not registered for CDSL Easi/Easiest facility.

• a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration

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: compliance@efclimited.in I Website: www.efclimited.in

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• b) Proceed with updating the required fields.

• c) Post registration, user will be provided Login ID and password.

• d) After successful login, user able to see e-voting menu.

• e) Click on “Link InTime / MUFG InTime”or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

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

• b) Go to e-voting tab.

• c) Enter 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) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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, members shall navigate through “e-voting” tab under Stocks option.

• c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.

• d) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Visit URL: https://instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

3. A. User ID : Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

4. B. 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.

5. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP

6. / Company - in DD/MM/YYYY format)

7. D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

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: compliance@efclimited.in I Website: www.efclimited.in

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* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

Shareholders holding shares in_ _NSDL form* , shall provide ‘D’ above

Shareholders holding shares in_ _CDSL form* , shall provide ‘C’ or ‘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). ▶ Click “confirm” (Your password is now generated).

1. Click on ‘Login’ under ‘ SHARE HOLDER’ tab.

2. Enter your User ID, Password, and Image Verification (CAPTCHA) Code and click on ‘ Submit’ .

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘ View’ icon.

2. E-voting page will appear.

3. 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).

4. After selecting the desired option i.e. Favour / Against, click on ‘ Submit’ . 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.

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

STEP 1 – Registration

• a) Visit URL: https://instavote.linkintime.co.in

• b) Click on Sign up under “Corporate Body/ Custodian/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 at Sr. No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

• f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

b) Click on “Investor Mapping” tab under the Menu Section

• c) Map the Investor with the following details:

• a. ‘Investor ID’ -

• i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

• ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

• b. ‘Investor’s Name - Enter full name of the entity.

• c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

• d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board

• resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

• d) Click on Submit button and investor will be mapped now.

• e) The same can be viewed under the “Report Section”.

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: compliance@efclimited.in I Website: www.efclimited.in

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STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) Click on ‘Votes Entry’ tab under the Menu section.

• c) Enter Event No. for which you want to cast vote. E vent No. will be available on the home page of Instavote before the start of remote evoting.

• d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

• 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).

• f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

• g) 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).

OR

VOTES UPLOAD:

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) You will be able to see the notification for e-voting in inbox.

• c) Select 'View' icon for 'Company’s Name / Event number '. E-voting page will appear.

• d) Download sample vote file from ‘Download Sample Vote File’ option.

• e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

• f) 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).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.

Helpdesk for 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 a request at evoting@nsdl.co.in 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 a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Forgot Password:

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: compliance@efclimited.in I Website: www.efclimited.in

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Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having 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 the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. 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.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit

Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e- Voting website of Link Intime: https://instavote.linkintime.co.in

• Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having 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 the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. 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:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• ➢ 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”.

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: compliance@efclimited.in I Website: www.efclimited.in

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*** For any other assistance or clarification, members may contact Mr. Aman Gupta, Company Secretary of the Company at compliance@efclimited.in**

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (‘‘THE ACT”)

ITEM NO. 1: TO FIX REMUNERATION OF MR. UMESH KUMAR SAHAY (DIN: 01733060) CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY:

Based on the recommendation of the Nomination and Remuneration Committee, the Board considered and approved revision in remuneration of Mr. Umesh Kumar Sahay (DIN: 01733060) Chairman and Managing Director of the Company

Broad particulars of the terms of remuneration payable to Mr. Umesh Kumar Sahay are as under:

a. Tenure of appointment – Mr. Umesh Kumar Sahay was appointed as Chairman and Managing Director of the Company w.e.f 1[st] July, 2022 and his tenure is going to complete on 30[th] June, 2025 and has been reappointed in 40[th] Annual General Meeting dated September 30, 2024 for a another term of 3 Years effective from 1[st] July, 2025 and which is going to be complete on 30[th] June, 2028

b. The remuneration:

Sr. No.	Period	Remuneration (in Rs. p.a.)
1	FY 2025-26	Rs. 5.4 Crore plus performance incentive not exceeding 5 % of netprofit of the Financialyear of the company.
2	FY 2026-27	Rs. 5.4 Crore plus performance incentive not exceeding 5 % of netprofit of the Financialyear of the company.
3	FY 2027-28	Rs. 5.4 Crore plus performance incentive not exceeding 5 % of netprofit of the Financialyear of the company.

The break-up of remuneration will be as per the company’s policy.

Mr. Umesh Kumar Sahay satisfies all the conditions set out in Part-I of Schedule V of the Act as also conditions set out under sub-section (3) of Section 196 of the Act for being eligible for his appointment and is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

Details of Mr. Umesh Kumar Sahay are as per given below in point No. ii of “Information required under Section II, Part II of Schedule V of the Companies Act, 2013” pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Pursuant to the recommendations of Nomination and Remuneration Committee, your Directors recommend the Resolution set out in Item No. 1 as a Special Resolution for approval of the Members.

Information required under Section II, Part II of Schedule V of the Companies Act, 2013:

i.General Information

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: compliance@efclimited.in I Website: www.efclimited.in

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Nature of Industries	Real Estate as a Service Company
Date or expected date of commencement of commercial production	Not Applicable
In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable
Financial performance based on given indicators	The Company has registered good revenue and profit on standalone as well as consolidated basis and the same trend or appraised trend is likely to continue in future.
Foreign Investments or collaborations, if any.	Not applicable

ii.Brief Profile of Mr. Umesh Kumar Sahay {Pursuant to Secretarial Standard 2 (SS-2)} and Information required under Section II, Part II of Schedule V of the Companies Act, 2013 :

Description	Details
Name	Mr. Umesh Kumar Sahay
DIN	01733060
Age	40years
Qualification	Masters in Business Administration(MBA)from Pune
Experience / Job Profile /Suitability	Mr. Umesh Kumar Sahay is a first-generation entrepreneur with over 20 years of experience in building and developing organizations from the ground up. His expertise spans across the Real Estate, Data Centre Infrastructure, and IT & ITES sectors in India, where he has consistently demonstrated visionary leadership and a strategic approach to business growth. Mr. Sahay demonstrated his entrepreneurial acumen at a very early stage in life. At the age of 18, while still pursuing his graduation, he founded “Welken Electro Mechanical”, a venture focused on manufacturing UPS inverters. He successfully supplied these products to markets across North India, showcasing his business foresight and determination from the outset. Mr. Sahay has co-founded and successfully operated multiple ventures across diverse sectors. These include Elves Technology Pvt. Ltd., an IT services company that developed SaaS products such as “Classified 11” and “EOL World – Education Online”; EFC Group, a managed and serviced office space operator, D&B of Commercial Interior and Furniture Manufacturing; and TCC Group, a software company and data centre (co- location) infrastructure provider. His contributions have been instrumental in thegrowth and success of

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: compliance@efclimited.in I Website: www.efclimited.in

==> picture [167 x 49] intentionally omitted <==

	these organizations. Mr. Sahay brings over 15 years of extensive experience in the real estate sector in India. Under the banner of EFC, he successfully developed over 2 million sq. ft. of commercial office space across major cities in India, including Pune, Mumbai, Chennai, Hyderabad, Kolkata, Delhi-NCR, and Ahmedabad. These office spaces were leased as serviced office spaces, following their design and development as fully furnished facilities with complete fitment of furniture and fixtures. EFC also provided end-to-end property facility management services, catering to the needs of over 500 domestic and international clients. Mr. Sahay has pioneered the growth ofEFCin the real estate sector by establishing a unique category known as “Real Estate as a Service” (RaaS). Additionally, he achieved a significant milestone by getting EFC (I) Limited listed on BSE Limited, making it the first profit- making company in this domain to be listed on an Indian stock exchange. Mr. Sahay has established new-age business solutions with brands like TryThat.ai, Brantford and NES Data Centre under umbrella of TCC Group. TCC Concept Limited is listed on BSE Limited. Mr. Sahay has completed his post-graduation in Masters in Business Administration(MBA)from Pune.
Terms and Conditions of appointment	Managing Director cum Chairman, not liable to retire byrotation
Remuneration last drawn from the Company	Rs. 90,00,000 for FY 2024-25
Remunerationproposed	As stated above inpoint No. b of this statement.
Past Remuneration	Approved Remuneration by Members for FY 2024-25 was Rs. Rs. 90,00,000 plus performance incentive not exceed 5% of netprofit of the Financial Year
Justification for choosing the appointees as Independent Director	N.A.
Date of first appointment on the Board of the Company.	06/05/2022
Relationship with other Directors, Managers and other Key Managerial Personnel(s)of the Company	Part of Promoter Group and PAC with Director Mr. Abhishek Narbaria
Shareholding in the Company (as on the date of Notice)	Number of shares- 2,31,53,250
Directorships of other Board	1. TCC Concept Limited 2. Capfin India Limited 3. Forty Two Venture Limited 4. DC&T Global Private Limited 5. ALTRR Software Services Limited 6. NES Data Private Limited 7. EFC Investment Advisors Private Limited

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: compliance@efclimited.in I Website: www.efclimited.in

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	8. EFC Investment Manager Private Limited 9. Ek Design Industries Limited 10. Whitehills Interior Limited 11. EFC Limited
Membership/Chairmanship of Committees of Board of Directors of other companies	1. Capfin India Limited – Stakeholder Relationship Committee – Chairman 2. Capfin India Limited – Nomination and Remuneration Committee – Member 3. Capfin India Limited – Risk Management Committee - Member
Comparative remuneration profile with respect to industries, size of company, profile of the position and Person.	The remuneration is as per Section 197 & 198 of the Companies Act, 2013 read with Schedule V Companies Act, and is commensurate with respect to industry,size of the Company, profile of theposition.
Pecuniary Relationship directly or indirectly with the company or relationship with the managerial personnel.	Part of Promoter Group and PAC with Director Mr. Abhishek Narbaria
Recognition or awards	Outlook - Indo Global Business Excellence Awards 2024 EFC: Real-Estate as a Service Award Mr. Umesh Kumar Sahay – Founder & MD Leadership Excellence Awards 2022 Media Space Incorporation Mr. Umesh Kumar Sahay – Founder & MD Outlook Business Icon Awards – 2022 CEO of the Year Mr. Umesh Kumar Sahay – Founder & Chairman Times 40 under 40 – 2022 North Achievers Mr. Umesh Kumar Sahay– ManagingDirector

iii.Other Information

Description	Details
Reasons of loss or inadequate profits	The Company has earned profits over the past three financial years; however, in the event of inadequacy of profits, it proposes to seek shareholders’ approval by way of a special resolution for the payment of minimum remuneration,asprescribed underpoint(b)
Steps taken or proposed to be taken for improvement.	The Company is growing rapidly on standalone basis as well as consolidated basis and it is expected to grow in same pace in the future.

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: compliance@efclimited.in I Website: www.efclimited.in

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Expected increase in productivity and The Company is growing rapidly on standalone basis as profits in measurable terms well as consolidated basis and it is expected to grow in same pace in the future.

Mr. Umesh Kumar Sahay (DIN: 01733060) is interested in the resolution set out at Item No. 1 of the Notice. The relatives of Mr. Umesh Kumar Sahay (DIN: 01733060) may be deemed to be interested in the resolution set out at Item No. 1 of the Notice to the extent of their shareholding interest, if any, in the Company. Save and except for the above, none of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board recommends the Special Resolution set forth at Item No. 1 of the Notice, for approval by the Members.

ITEM NO. 2: TO FIX REMUNERATION OF MR. ABHISHEK NARBARIA (DIN: 01873087) NON EXECUTIVE DIRECTOR OF THE COMPANY:

Based on the recommendation of the Nomination and Remuneration Committee, the Board considered and approved revision in remuneration of Mr. Abhishek Narbaria (DIN: 01873087) Non Executive Director of the Company

Broad particulars of the terms of remuneration payable to Mr. Abhishek Narbaria are as under:

• a. Tenure of appointment – Not Applicable

b. The remuneration:

Sr. No.	Period	Remuneration (in Rs. p.a.)
1	FY 2025-26	Rs. 4.8 Crore plus performance incentive not exceeding 3 % of netprofit of the Financialyear of the company.

The break-up of remuneration will be as per the company policy.

Details of Mr. Abhishek Narbaria are as per given below in point No. ii of “Information required under Section II, Part II of Schedule V of the Companies Act, 2013” pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Pursuant to the recommendations of Nomination and Remuneration Committee, your Directors recommend the Resolution set out in Item No. 2 as a Special Resolution for approval of the Members.

Information required under Section II, Part II of Schedule V of the Companies Act, 2013:

iv.General Information

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: compliance@efclimited.in I Website: www.efclimited.in

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Nature of Industries	Real Estate as a Service Company
Date or expected date of commencement of commercial production	Not Applicable
In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable
Financial performance based on given indicators	The Company has registered good revenue and profit on standalone as well as consolidated basis and the same trend or appraised trend will likely to continue in future.
Foreign Investments or collaborations, if any.	Not applicable

v.Brief Profile of Mr. Abhishek Narbaria {Pursuant to Secretarial Standard 2 (SS-2)} and Information required under Section II, Part II of Schedule V of the Companies Act, 2013 :

Description	Details
Name	Mr. Abhishek Narbaria
DIN	01873087
Age	40years
Qualification	Masters in Computer Science
Experience / Job Profile /Suitability	Mr. Abhishek Narbaria, a technocrat entrepreneur with a Master’s degree in Computer Science, brings over 22 years of experience in building and transforming organizations in the Real Estate, Data Centre Infrastructure, and IT & ITES sectors in India. Mr. Narbaria has co-founded and successfully operated multiple ventures across diverse sectors. These include Elves Technology Pvt. Ltd., an IT services company that developed SaaS products such as “Classified 11” and “EOL World – Education Online”; EFC Group, a managed and serviced office space operator, D&B of Commercial Interior and Furniture Manufacturing; and TCC Group, a software company and data centre (co-location) infrastructure provider. His contributions have been instrumental in the growth and success of these organizations. Mr. Narbaria brings over 15 years of extensive experience in the real estate sector in India. Under the banner of EFC, he successfully developed over 2 million sq. ft. of commercial office space across major cities in India, including Pune, Mumbai, Chennai, Hyderabad, Kolkata, Delhi-NCR, and Ahmedabad. These office spaces were leased as serviced office spaces, following their design and development as fully furnished facilities with complete fitment of furniture and fixtures. EFC also

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: compliance@efclimited.in I Website: www.efclimited.in

==> picture [167 x 49] intentionally omitted <==

	provided end-to-end property facility management services, catering to the needs of over 500 domestic and international clients. Mr. Narbaria is brain behind new-age business solutions TryThat.ai, Brantford and NES Data Centre. He is successfully running them under umbrella of TCC Group. TCC Concept Limited is listed on BSE Limited.
Terms and Conditions of appointment	Non Executive Director liable to retire byrotation
Remuneration last drawn from the Company	Rs. 90,00,000 for FY 2024-25
Remunerationproposed	As stated above inpoint No. b of this statement.
Past Remuneration	Approved Remuneration by Members was Up to Rs. 1.20 Crore per annum plus performance incentive not exceeding 3 % of net profit of the Financial year of the company.
Justification for choosing the appointees as Independent Director	N.A.
Date of first appointment on the Board of the Company.	26/05/2022
Relationship with other Directors, Managers and other Key Managerial Personnel(s)of the Company	Part of Promoter Group and PAC with Director Mr. Umesh Kumar Sahay
Shareholding in the Company (as on the date of Notice)	Number of Shares - 2,04,81,345
Directorships of other Board	1. TCC Concept Limited 2. Whitehills Interior Limited 3. Capfin India Limited 4. DC&T Global Private Limited 5. NES Data Private Limited 6. EFC Estate Marisoft 14 Private Limited 7. EFC Estate Wakadewadi Private Limited 8. EFC Estate Marisoft 23 Private Limited 9. EFC Investment Manager Private Limited 10. EFC Investment Advisors Private Limited 11. EFC Estate Private Limited 12. Ek Design Industries Limited 13. ALTRR Software Services Limited 14. EFC Limited 15. Brantford Limited 16. EFC Tech Space Private Limited
Membership/Chairmanship of Committees of Board of Directors of other companies	1. Whitehills Interior Limited – Audit Committee - Chairman 2. Whitehills Interior Limited - Nomination and Remuneration Committee - Member 3. Capfin India Limited – Audit Committee – Member 4. Capfin India Limited – Stakeholder Relationship Committee – Member

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: compliance@efclimited.in I Website: www.efclimited.in

==> picture [167 x 49] intentionally omitted <==

	5. Capfin India Limited – Risk Management Committee - Chairman
Comparative remuneration profile with respect to industries, size of company, profile of the position and Person.	The remuneration is as per Section 197 & 198 of the Companies Act, 2013 read with Schedule V Companies Act, and commensurate with respect to industry, size of the Company, profile of theposition.
Pecuniary Relationship directly or indirectly with the company or relationship with the managerial personnel.	Part of Promoter Group and PAC with Director Mr. Umesh Kumar Sahay
Recognition or awards	Mr. Narbaria has been awarded by various prestigious organizations for his various achievements over the years as mentioned below: • Outlook – Indo Global Business Excellence Awards 2024 TryThat.Ai: Best Artificial Intelligence Innovation in Real Estate & CRM Award Mr. Abhishek Narbaria – Co-Founder
vi.Other Information
Description	Details
Reasons of loss or inadequate profits	The Company has earned profits over the past three financial years; however, in the event of inadequacy of profits, it proposes to seek shareholders’ approval by way of a special resolution for the payment of minimum remuneration,asprescribed underpoint(b)
Steps taken or proposed to be taken for improvement.	The Company is growing rapidly on standalone basis as well as consolidated basis and it is expected to grow in same pace in the future
Expected increase in productivity and profits in measurable terms	The Company is growing rapidly on standalone basis as well as consolidated basis and it is expected to grow in same pace in the future

Mr. Abhishek Narbaria (DIN: 01873087) is interested in the resolution set out at Item No. 2 of the Notice. The relatives of Mr. Abhishek Narbaria (DIN: 01873087) may be deemed to be interested in the resolution set out at Item No. 2 of the Notice to the extent of their shareholding interest, if any, in the Company. Save and except for the above, none of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board recommends the Special Resolution set forth at Item No. 2 of the Notice, for approval by the Members.

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: compliance@efclimited.in I Website: www.efclimited.in

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ITEM NO. 3 TO 5:

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘Act’) read with rules made thereunder, given hereunder sets out all material facts relating to the special business(es) mentioned at Item Nos. 3 to 5 of the accompanying Notice dated 16 June, 2025.

Item No. 3 to 5

Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘SEBI Listing Regulations’), inter alia, states that all Material Related Party Transactions (‘RPTs’) shall require prior approval of the Members by means of an Ordinary Resolution.

A transaction with a Related Party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds INR 1,000 crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

In view of the above, Resolution Nos. 3 to 5 are placed for approval by the Members of the Company.

The Management has provided the Audit Committee with relevant details of the proposed RPTs, including material terms and basis of pricing. The Audit Committee, after reviewing all necessary information, has granted its approval for entering into the below mentioned RPTs.

The Audit Committee has noted that the said transaction(s) will be entered on an arm’s length pricing basis and will be in the ordinary course of business of the Company.

Item No. 3

Details of the proposed RPTs of the Company with Whitehills Interior Limited (Subsidiary of the Company) including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

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
	Relationship/Nature of its concern or interest (financial or otherwise) with the listed entity~~or its subsidiary~~	Subsidiary Company
2	Type of proposed transaction	Inter-Corporate Loan
	Particulars and Material Terms of proposed transaction	The listed entity, being the holding Company of the counter party, will provide financial assistance for the growth and expansion of the business of counter party.
3	Tenure of theproposed transaction	2025-26

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: compliance@efclimited.in I Website: www.efclimited.in

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4		Value of the proposed transaction (in INR)	Upto ₹ 75,00,00,000/- (at any givenpoint of time)
5		The percentage of the listed entity’s annual consolidated turnover~~/Subsidiary entities~~ ~~standalone turnover~~ (for the immediately precedingfinancialyear)
		% of total consolidated Turnover of Listed entityof F.Y. 2023-24	17.49%
		% of total standalone Turnover of Subsidiaryof F.Y. 2023-24	NA
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 the proposed transaction	Owned Funds
		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	No financial indebtedness is incurred to provide this loan
		iii. applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security	Unsecured Loan repayable on demand. Interest Rate – 9.10%
		iv. the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT.	Working capital
7		Justification for why the proposed transaction is in the interest of the listed entity.	The proposed transaction will ultimately benefit the listed entity as the amount will be utilized by the counter party for the growth and expansion of the business, ultimately contributing to the overall success of the listed entity.
8		A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders.	NA
9		Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis.	Consolidated – NA
10		Any other information that may be relevant	NA

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: compliance@efclimited.in I Website: www.efclimited.in

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None of the Directors, KMPs and/ or their respective relatives is in any way, concerned or interested, financially or otherwise, except to the extent of their common directorship/shareholding, if any, in the Resolution mentioned at Item No. 3 of the Notice.

Based on the approval of the Audit Committee, the Board recommends the Ordinary Resolution set forth at Item No. 3 of the Notice, for approval by the Members.

Item No. 4

Details of the proposed RPTs between EFC Limited (Wholly Owned Subsidiary of the Company) and Whitehills Interior Limited (Subsidiary of the Company) including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 are as follows:

Sr. No	Particulars)	Details of Related Party Transaction
First Party – EFC Limited
1	Name of the related party/ counter party	Whitehills Interior Limited
	Relationship/Nature of its concern or interest (financial or otherwise) with the~~listed entity or its~~ subsidiary	Fellow Subsidiary
2	Type of proposed transaction	Purchase of goods or materials or services – contract and Sub-Contracts of Design and Build of Commercial Interior.
	Particulars and Material Terms of proposed transaction	The First Party will provide contract and Sub- Contracts of Design and Build of Commercial Interior to counter party.
3	Tenure of the proposed transaction	2025-26
4	Value of the proposed transaction (in INR)	Upto ₹ 500,00,00,000/-
5	The percentage of the listed entity’s annual consolidated turnover/Subsidiary entities standalone turnover(for the immediately precedingfinancialyear).
	% of total consolidated Turnover of Listed entityof F.Y. 2023-24	116.61%
	% of total standalone Turnover of Subsidiaryof F.Y. 2023-24	EFC Limited – 214.80% Whitehills Interior Limited – 479.61%
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 the proposed transaction	NA
	ii. where any financial indebtedness is incurred to make or give loans, interoperate	NA

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: compliance@efclimited.in I Website: www.efclimited.in

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	deposits, advances or investments, a) nature of indebtedness; b) cost of funds; and c)tenure
	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 funds pursuant to the RPT.	NA
7	Justification for why the proposed transaction is in the interest of the listed entity.	The proposed transaction between these two fellow subsidiaries can benefit the listed entity by ensuring cost savings, efficiency, and strategic alignment. When conducted on an arm's length basis, with fair terms similar to those of unrelated parties, it supports the entity's long-term growth.
8	A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders.	NA
9	Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis	Consolidated – NA
10	Any other information that may be relevant	NA

None of the Directors, KMPs and/ or their respective relatives is in any way, concerned or interested, financially or otherwise, except to the extent of their common directorship/shareholding, if any, in the Resolution mentioned at Item No. 4 of the Notice.

Based on the approval of the Audit Committee, the Board recommends the Ordinary Resolution set forth at Item No. 4 of the Notice, for approval by the Members.

Item No. 5

Details of the proposed RPTs of the Whitehills Interior Limited (Subsidiary of the Company) with DC&T Global Private Limited (Entity under same management), including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

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: compliance@efclimited.in I Website: www.efclimited.in

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Sr. No	Particulars	Particulars	Details of Related Party Transaction
First Party – Whitehills Interior Limited
1		Name of the relatedparty/counterparty	DC&T Global Private Limited
		Relationship/Nature of its concern or interest (financial or otherwise) with the ~~listed entity or its~~subsidiary	Entity under same management
2		Type of proposed transaction	Rendering of services - Fit-out on non- technical part of data centre and maintenance services and its Factory Establishment at Khed City and other similar project/contract.
		Particulars and Material Terms of proposed transaction	The First Party is in the business of design and build of commercial interior and civil works and the counter party is in the business of the data centre EPC. The First Party will provide the Fit-out on non-technical part of data centre and maintenance services to counter party.
3		Tenure of theproposed transaction	2025-26
4		Value of the proposed transaction (in INR)	Upto ₹ 100,00,00,000/-
5		The percentage of the listed entity’s annual consolidated turnover/Subsidiary entities standalone turnover(for the immediately precedingfinancialyear)
		% of total consolidated Turnover of Listed entityof F.Y. 2023-24	23.32%
		% of total standalone Turnover of Subsidiaryof F.Y. 2023-24	Whitehills Interior Limited – 95.92%
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 the proposed transaction	NA
		ii. where any financial indebtedness is incurred to make or give loans, interoperate 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. thepurpose for which the funds will be	NA

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: compliance@efclimited.in I Website: www.efclimited.in

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	utilized by the ultimate beneficiary of such fundspursuant to the RPT.
7	Justification for why the proposed transaction is in the interest of the listed entity.	The Counter Party is in the business of the data centre EPC and develop new data centres in FY 2025-26, which also requires services-Fit-out on non-technical part of data centre and maintenance services, which will be provided by the first party. The proposed transaction is in line with the main business activity of the first party. The transaction will be entered on an arm's length basis.
8	A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders.	NA
9	Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis	NA, consolidation is not applicable.
10	Any other information that may be relevant	NA

None of the Directors, KMPs and/ or their respective relatives is in any way, concerned or interested, financially or otherwise, except to the extent of their common directorship/shareholding, if any, in the Resolution mentioned at Item No. 5 of the Notice.

Based on the approval of the Audit Committee, the Board recommends the Ordinary Resolution set forth at Item No. 5 of the Notice, for approval by the Members.

By order of the Board of Directors For EFC (I) Limited

Sd/Aman Gupta Company Secretary

Date: June 16, 2025 Place: Pune

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: compliance@efclimited.in I Website: www.efclimited.in