Kolte-Patil Approves Subsidiaries Amalgamation Scheme

Key Details

Symbol (NSE): KOLTEPATIL

Corporate Action: Amalgamation (Composite Scheme involving multiple entities)

Record Date: Not Specified

Effective Date: Not Specified

Nature of Scheme

Amalgamation under Sections 230 to 232 of the Companies Act, 2013 involving two wholly-owned subsidiaries merging into the parent company.

Entities Involved

Transferor Companies:

• Kolte-Patil Lifespaces Private Limited (KPLPL/Transferor Company 1)
• Kolte-Patil Smart Spaces Private Limited (KPSPL/Transferor Company 2)

Transferee Company:

• Kolte-Patil Developers Limited (KPDL/Transferee Company)

Demerged Company: Not Applicable (Amalgamation scheme)

Resulting Company: Kolte-Patil Developers Limited (after amalgamation)

Share Entitlement Ratio

No share entitlement ratio applies. The Transferor Companies are wholly-owned subsidiaries of the Transferee Company. Consequently, all shares held by the Transferee Company in the Transferor Companies shall stand cancelled upon the scheme becoming effective. No new shares will be issued by the Transferee Company to the shareholders of the Transferor Companies. No other consideration shall pass from the Transferee Company to the Transferor Companies.

Implied Capital Structure Impact

• No change in issued share capital of Kolte-Patil Developers Limited
• No change in paid-up capital
• No dilution or ownership restructuring impact
• Share capital reduction through cancellation of subsidiary shares

Post-Allotment Listing Plan

The resulting entity (Kolte-Patil Developers Limited) will remain listed on both National Stock Exchange of India (NSE) and BSE Limited (BSE). The subsidiaries being amalgamated are unlisted private companies.

Regulatory and Approval Status

• Scheme approved by Board of Directors on 22 May 2026
• Conditional upon necessary statutory and regulatory approvals/permissions
• Subject to approval of members and creditors of both Transferor Companies and Transferee Company
• NCLT approval required under Companies Act, 2013
• SEBI/Stock Exchange observations pending

Financial Rationale

a) The proposed amalgamation would lead to more efficient utilization of resources, cash flows of the Transferor Companies, synergies, cost savings, increase in net worth of Transferee Company and create a stronger base for future growth.

b) The proposed merger would result in further integration in business strategies, greater financial strength and improved competitive position and flexibility for the Transferee Company, consequently resulting in increased shareholder value.

c) This amalgamation will improve the organizational capability arising from the pooling of human capital that has diverse skills, talent and vast experiences.

Impact on Shareholders

• No change in shareholding pattern of the listed Transferee Company
• No issuance of new shares to existing shareholders
• Operational integration expected to enhance long-term shareholder value
• Simplified corporate structure with elimination of subsidiary layers

Financial Metrics (Standalone Basis for Transferee Company)

• Turnover for quarter ended 31 March 2026: Rs. 23,634 Lakhs
• Turnover for year ended 31 March 2026: Rs. 65,834 Lakhs (audited)