An Application under Section 230(1) read with Section 232(1) of

the Companies Act, 2013

IN THE MATTER OF :

Confitech Exim Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and being a company under the provisions of the Companies Act, 2013 having Corporate Identity Number U51909WB2014PTC199658 and its registered office at Central Plaza, 2/6 Sarat Bose Road, Suite No- 308, Kolkata 700020 in the State of West

Bengal.

… Amalgamating Company 1/ Applicant Company No.1

And

Ekagra Urbanbuild Private Limited, a company incorporated under the provisions of the Companies Act, 2013 having Corporate Identity Number U70200WB2020PTC241437 and its registered office at Central Plaza, 2/6 Sarat Bose Road, Suite No- 308, Kolkata 700020 in the State of West

Bengal.

… Amalgamating Company 2/ Applicant Company No.2

And

Zamaira Developers Private Limited, a company incorporated under the provisions of the Companies Act, 2013 having Corporate Identity Number U45400WB2015PTC208029 and its registered office at Central Plaza, 2/6 Sarat Bose Road, Suite No- 308, Kolkata 700020 in the State of West

Bengal.

… Amalgamated Company/ Applicant Company No.3

IN THE MATTER OF:

1. Confitech Exim Private Limited

2. Ekagra Urbanbuild Private Limited 3. Zamaira Developers Private Limited . . . . . Applicants Date of pronouncing the order: 12th August, 2025 Coram:

Bidisha Banerjee : Member (Judicial)

Cmde Siddharth Mishra : Member (Technical)

Advocatesfor the Applicants:

Mr. D N Sharma, Senior Advocate Ms. Rusha Mitra, Advocate

ORDER

Per: Bidisha Banerjee, Member (Judicial)

1. The instant application has been filed in the first stage of proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 (“Act”) to obtain orders/ directions with regard to seeking dispensation of meetings of shareholders and creditors in connection with the proposed Scheme of Amalgamation of Confitech Exim Private Limited (being the “Amalgamating Company 1” or “Applicant Company No.1”), and Ekagra Urbanbui ld Private Limited (being the “Amalgamating Company 2” or “Applicant Company No.2”) (Amalgamating Company 1 and Amalgamating Company 2, collectively, the “Amalgamating Companies”) with Zamaira Developers Private Limited (being the “Amalgamated Company” or “Applicant Company No.3”) and their respective shareholders (the “Scheme” or the “Scheme of Amalgamation”). Pursuant to the Scheme, it is proposed to amalgamate the Amalgamating Companies with the Amalgamated Company on the terms and conditions fully stated in the said Scheme, a copy whereof has been annexed to the Company Application and marked as “A”(Pages 29-48).

2. Learned Senior Advocate appearing for the Amalgamating Company submits as follows:-

i. The Board of Directors of the Applicant Companies at their respective meetings held on 8 July 2025 by resolutions passed unanimously, approved the said Scheme of Amalgamation of the Amalgamating Company 1 and Amalgamating Company 2 with the Amalgamated Company and their respective shareholders, copies whereof are annexed to the Company Application and marked as “K” (Pages 179-187)

ii. The circumstances which justify and/or have necessitated the said Scheme of Amalgamation and the benefits of the same are, inter alia, as follows:-

a. The Amalgamating Companies and the Amalgamated Company have similar interests and are desirous of consolidating the assets and liabilities of the Amalgamating Companies pursuant to the amalgamation. By consolidating the assets and liabilities of the Amalgamating Companies, the Amalgamated Company can consolidate the operations / business into a single entity.

b. Pursuant to the amalgamation, easier financial support will be available for the businesses of the Amalgamating Companies.

c. The Scheme is expected, inter alia, to enable realisation of the following benefits:

1. combination of resources, creating better synergies, optimal utilisation of resources;

2. more efficient utilisation of capital for enhanced development and gr