This Scheme of Amalgamation is presented for the amalgamation of Zodiac Ventures Limited with Zodiac Developers Private Limited, pursuant to Sections 391 to 394 of the Companies Act, 1956 read with Section 52 of the Companies Act, 2013 and Sections 100 to 103 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956.

The amalgamation of the Zodiac Ventures Limited with Zodiac Developers Private Limited would inter alia have the following benefits: :

• Direct access to public shareholders of a larger operating company;
• Enable cost saving and optimum utilization of valuable resources which will enhance the management focus thereby leading to higher operational efficiency;
• Simplified corporate structure;
• Rationalization of administrative and operative costs;

In view of the aforesaid, the Board of Directors of Zodiac Ventures Limited as well as the Board of Directors of the Zodiac Ventures Limited have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Company with the Zodiac Developers Private Limited.