EFC (I) Limited , a leading provider of managed office spaces, has announced plans to merge with its subsidiary Whitehills Interior Limited, a specialist in commercial design and build services. The proposed merger, aimed at creating operational synergies and enhancing shareholder value, will be put to a vote at a shareholder meeting scheduled for September 15, 2025.

Key Details of the Proposed Merger

• EFC will issue 3,77,30,000 new equity shares of INR 2 each to Whitehills shareholders
• Promoter shareholding in EFC expected to increase from 45.46% to 60.45% post-merger
• Merger aims to integrate Whitehills' expertise in commercial design and build with EFC's managed office space business

Financial Highlights

Whitehills has demonstrated strong financial growth in recent years:

(Figures in INR lakhs)

The merger is expected to significantly boost EFC's financial performance, with projected earnings per share increasing from INR 1.85 to INR 5.69.

Strategic Rationale

Umesh Kumar Sahay, Managing Director of EFC, stated, "This merger will create a vertically integrated workspace solutions provider, offering end-to-end services from space planning and design to execution and long-term management. By bringing Whitehills' expertise in-house, we anticipate enhanced cost efficiencies, improved execution timelines, and reduced reliance on third-party vendors."

The combined entity is expected to benefit from:

1. Expanded service offerings
2. Improved operational efficiency
3. Enhanced market positioning
4. Stronger financial profile

Regulatory Approvals and Next Steps

The merger has received a no-objection letter from BSE Limited and is subject to approval by shareholders, creditors, and the National Company Law Tribunal. EFC shareholders will vote on the proposal at the upcoming meeting, which will be held via video conferencing.

Equity shareholders can participate in the voting process through remote e-voting, which will be open for three days prior to the meeting, or through e-voting during the meeting itself.

The merger, if approved, will be effective from the appointed date of April 1, 2023, subject to necessary regulatory approvals.

Investors and stakeholders are advised to review the detailed scheme documents and explanatory statement, which will be made available on the company's website, before making any investment decisions.

EFC to Convene Shareholder Meeting for Proposed Merger

The National Company Law Tribunal (NCLT) Mumbai Bench has directed EFC to convene a meeting of its equity shareholders within 90 days to consider and approve a proposed Scheme of Arrangement with Whitehills Interior Limited. The order, issued on August 11, 2025, outlines the steps for the amalgamation of Whitehills Interior Limited (transferor company) with EFC (transferee company) through a merger by absorption.

Key Details of the Merger

• The Boards of Directors of both companies approved the scheme on July 20, 2023, with an appointed date of April 1, 2023.
• EFC currently holds 51% of the issued and paid-up capital of Whitehills Interior Limited.
• Under the share exchange ratio, EFC will issue 385 fully paid-up equity shares of ₹2 each for every 1 fully paid-up equity share of ₹10 each held in Whitehills Interior Limited.
• Following a 1:1 bonus issue approved on February 12, 2025, the ratio was adjusted, resulting in the allotment of 3,77,30,000 equity shares to eligible shareholders (excluding shares held inter se).

Rationale for the Merger

The companies have cited several benefits for the proposed amalgamation:

1. Synergies and operational improvements
2. Cost savings and combined resources
3. Optimization of supply chain and distribution networks
4. Scale efficiencies in areas such as marketing
5. Better utilization of existing assets and infrastructure

NCLT Directives

The NCLT has:

1. Directed EFC to hold a meeting of equity shareholders via video conferencing within 90 days.
2. Dispensed with the requirement for meetings of Whitehills Interior's shareholders and unsecured creditors of both companies.
3. Appointed Ms. Gayatri Srinivasan Iyer as the Chairperson for the meeting, with Mr. Rajesh C. Vaishnav as an alternative.
4. Appointed Mr. Chirag Sachapara as the Scrutinizer for the meeting.

Financial Position

As of May 31, 2025:

Combined unsecured creditor liabilities: ₹782.25 crore (16.34% of EFC's net worth)

Next Steps

EFC is required to:

1. Send notices to shareholders at least 30 days before the meeting.
2. Publish advertisements in Financial Express (English) and Navrashtra (Marathi) newspapers.
3. Allow for remote e-voting and e-voting during the meeting.
4. File an affidavit of compliance at least 7 days before the meeting.
5. Submit a report of the meeting results to the Tribunal within 30 days.

The merger remains subject to shareholder approval and other regulatory clearances. EFC shareholders will have the opportunity to review and vote on the proposed scheme in the upcoming meeting.