Nature of the Disclosure

This is a regulatory filing made pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure intimates the stock exchanges of a board-approved corporate restructuring action.

Key Decision and Date

The Board of Directors of Nimbus Projects Limited (NPL) approved the conversion of a partnership firm into a private limited company at its meeting held on July 27, 2026.

Details of the Transaction

The approved action involves the conversion/incorporation of the existing partnership firm, IITL-Nimbus, The Express Park View, into a private limited company to be named "IITL Nimbus The Express Park View Private Limited". This conversion is subject to the completion of all applicable statutory and regulatory formalities, primarily the issuance of a Certificate of Incorporation by the Registrar of Companies.

Ownership Structure Pre and Post Conversion

  • Pre-Conversion (Partnership Firm): Nimbus Projects Limited held a 95% capital contribution in the firm, and an individual, Mr. Bipin Agarwal, held the remaining 5%.
  • Post-Conversion (Private Limited Company): NPL will become the holding company of the new entity. NPL's subscription in the share capital of the proposed company will be ₹1,02,37,500 (Rupees One Crore Two Lakh Thirty-Seven Thousand Five Hundred Only).
  • In lieu of its existing capital contribution, NPL will be allotted 10,23,750 (Ten Lakh Twenty-Three Thousand Seven Hundred Fifty) equity shares of ₹10 (Ten) each.
  • This will result in NPL holding 95% of the paid-up equity capital of the new subsidiary company.

Business of the Entity

The proposed subsidiary will continue the business of the former partnership firm, which is in the Real Estate industry. Its line of business includes real estate development, construction, acquisition, sale, leasing, and management of residential and commercial projects, as well as providing allied real estate consultancy services.

Regulatory Approvals Required

The conversion is contingent upon receiving the Certificate of Incorporation from the Registrar of Companies and any other statutory approvals that may be required.

Financial and Capital Structure Impact

The transaction is a conversion of an existing capital contribution into equity shares; it is not a new cash investment. Therefore, there is no immediate cash outflow for NPL. The transaction solidifies NPL's 95% ownership stake into a formal subsidiary structure.

Additional Information

The full details are provided in Annexure A to the filing, as required by SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/376 dated January 30, 2026. The information is also available on the company's website at www.nimbusprojectsltd.com.