Date: July 8, 2026

Scheme of Arrangement Details

Approval and Effective Date: The Boards of Directors of Kalpataru Properties (Thane) Limited (KPTL) and Kalpataru Hills Residency Private Limited (KHRPL) approved the Scheme of Amalgamation on July 8, 2026 under section 233 and other applicable provisions of the Companies Act, 2013.

Entity Relationship: KPTL is a wholly-owned subsidiary of Kalpataru Limited. KHRPL is a wholly-owned subsidiary of KPTL (making it a step-down subsidiary of Kalpataru Limited).

Financial Position of Entities (as of March 31, 2026):

  • Kalpataru Properties (Thane) Limited: Turnover of ₹227.58 crore, Net worth of ₹86.12 crore
  • Kalpataru Hills Residency Private Limited: Turnover not available (shown as "-"), Net worth of (₹15.46 crore) [negative value]

Rationale for Merger: The restructuring is an internal reorganization aimed at:

  • Streamlining group structure and optimizing operations and costs
  • Consolidation of similar business activities into one entity
  • Simplification and rationalization of corporate structure
  • Achieving operational and management efficiencies through synergy and optimum resource utilization
  • Reduction in costs, overheads, including administrative and managerial costs
  • Pooling of human resources and improved utilization for growth

Consideration Structure: No cash consideration is payable under the Scheme. All equity shares held by KPTL and its nominee in KHRPL will be automatically cancelled and extinguished without requiring any further application. No issue or allotment of shares of KPTL to shareholders of KHRPL will occur.

Post-Merger Ownership: Kalpataru Limited will continue to hold 100% stake in KPTL (the transferee company) after the merger.

Financial Impact: The restructuring will not have any significant impact on the consolidated or standalone financial position of Kalpataru Limited. There will be no change in the shareholding pattern of Kalpataru Limited.

Approval Requirements: The Scheme is subject to sanction of the Regional Director, Western Region Directorate-I, Ministry of Corporate Affairs at Mumbai, and receipt of necessary approvals from members and/or creditors of both companies, as well as other regulatory/statutory authorities as required.

Regulatory Compliance: The disclosure is made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with reference to SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The transaction does not fall within the purview of related party transactions under Section 188 of the Companies Act, 2013, pursuant to clarifications in General Circular No. 30/2014 dated July 17, 2014.

Business Operations: Both KPTL and KHRPL are primarily engaged in the business of real estate development.

Additional Information: The information has been disseminated on the Company's website at https://www.kalpataru.com/investor-corner.