EFC (I) Ltd

Corrigendum items

• Valuation report for proposed preferential allotment posted online on company website.
• Post-issue shareholding pattern revised and disclosed via updated table.
• PCS certificate link updated to confirm SEBI ICDR compliance.

Resolutions

• Purpose: Special resolution to approve preferential allotment via swap for Ultrafresh acquisition.
• Item No.1: Special resolution for up to 19,99,996 equity shares at Rs 270.
• Aggregate consideration: Rs 53,99,98,920 for 100% Ultrafresh stake.
• Swap ratio: 1,91,427 EFC shares per 1,00,000 Ultrafresh shares.
• Price determination date: August 18, 2026.
• Lock-in: 6 months for non-promoter allottees.
• Cut-off date for eligibility: August 14, 2026.
• Promoters and directors have no participation intent.
• No change in control anticipated.
• Timeframe: allotment to be completed within 15 days of approval.
• Post-issuance, allottees remain non-promoter; promoter control unchanged.
• Results to be announced on or before September 21, 2026.

Target overview

• Ultrafresh Modular Solutions Limited, modular furniture and home interiors, India.
• Ultrafresh is a 51% subsidiary of TTK Prestige Limited.
• Manufactures modular kitchens, wardrobes, and customized interiors.
• Plant located in Nalagarh, Himachal Pradesh.

Transaction structure

• Acquiring 10,44,783 equity shares, 100% of Ultrafresh on fully diluted basis.
• Share swap; up to 19,99,996 new equity shares issued.
• Cost of acquisition: Rs 53.99 crore.
• Completion by 31 October 2026; 15 days after shareholders' resolution.
• Promoter group has no interest; transaction at arm's length.

Regulatory & approvals

• No specific regulatory approvals required; shareholder and stock-exchange approvals for share issue.

Strategic rationale

• Strengthen and scale existing furniture manufacturing and design-build solutions.
• Integrate Ultrafresh portfolio, brand, and design capabilities.
• Broaden product offerings and access organized modular solutions market.
• Leverage manufacturing, supply chain, and distribution with North India focus.

Background & financials

• Incorporation date: 03/12/1992; presence in India.
• Last three-year turnover: FY25-26 Rs 36.32 crore; FY24-25 Rs 32.49 crore.
• Ultrafresh owns Nalagarh, Himachal Pradesh manufacturing plant.
• Industry: modular furniture solutions.

Key terms

• Purpose: discharge acquisition consideration for 100% Ultrafresh via share swap.
• Security type: Equity shares.
• Issuance type: Preferential allotment.
• Total securities/amount: Up to 19,99,996 shares; Rs 53.99 crore.
• Issue price: Rs 270 per share; premium Rs 268.
• Allottees: 9 non-promoter investors.
• Proposed allottees: 9 non-promoters; names listed below.
• TTK Prestige Limited (Non-Promoter).
• Dhruv Dinesh Trigunayat (Non-Promoter).
• Priya Trigunayat (Non-Promoter).
• D Sharma & Sons (HUF) (Non-Promoter).
• Rahul Mangilal Jain (Non-Promoter).
• Pranav Malhotra (Non-Promoter).
• Aruna Sharma (Non-Promoter).
• Nishi Sharma (Non-Promoter).
• Sonal Ravikumar Mehta (Non-Promoter).
• Post-allotment: Not Applicable.
• Conversion: Not Applicable.
• Nature of consideration: non-cash share swap.
• Approvals: shareholder and regulatory approvals.
• Board approval: August 18, 2026.

Key approvals and actions

• Acquisition of 100% equity in Ultrafresh Modular Solutions for Rs 53.99 crore on a fully diluted basis.
• Issuance of up to 19,99,996 equity shares at Rs 270 to Sellers via preferential allotment.
• Use of share swap to discharge acquisition consideration.
• Valuation and fairness opinions from Mukesh Kumar Jain and Rarever; Deloitte valuation.
• Postal Ballot to obtain shareholders' approval for preferential issue.
• Completion timeline: allotment within 15 days of shareholders' resolution; target by Oct 31, 2026.
• Acquisition not related party; arm's length transaction.
• No specific regulatory approvals required for acquisition; approvals for preferential issue and listing.
• Ultrafresh is a 51% subsidiary of TTK Prestige Limited.
• Proposed allottees include TTK Prestige Limited and other listed/non-promoter entities.

Expansion details

• 5-year lease for the entire 95,897 sq ft building at Koregaon Park Annex, Pune.
• Adds 2,000+ seats to EFC's managed office portfolio.
• Revenue potential from the lease exceeds INR 70 crores.
• Follows Ultrafresh acquisition, strengthening Furniture Manufacturing and Design & Build.

Meeting Details

• Board meeting scheduled for Tuesday, August 18, 2026.

Key Agenda Items

• Proposal for equity issuance via preferential allotment or other permissible mode, with regulatory approvals.
• Approval of the members and related ancillary actions for the proposed issue.
• Consider an extraordinary general meeting or postal ballot to obtain shareholders' approval for the issue.

Other Notes

• Trading window closed from August 13, 2026; reopens 48 hours after board outcome is published.

Acquisition overview

• EFC to acquire 100% stake in Ultrafresh Modular Solutions Limited, subject to conditions precedent.
• Ultrafresh is a modular furniture solutions brand with 25 years in the industry.
• Ultrafresh is 51% owned by TTK Prestige Limited.
• Nalagarh, Himachal Pradesh hosts Ultrafresh's manufacturing facility and design team.
• Strategic fit: expands EFC's furniture manufacturing and Design & Build verticals.
• Expected synergies across design, manufacturing, supply, installation, and customer reach.