Nature of the Event

Regulatory filing pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, notifying the stock exchange (BSE Limited) of an upcoming Extraordinary General Meeting (EGM) and providing the notice sent to shareholders.

The EGM is convened to seek shareholder approval for a single item of special business: a preferential issue of equity shares to non-promoter investors.

Key Quantitative Figures

  • Total Shares to be Issued: 11,64,000 (Eleven Lakh Sixty Four Thousand) Equity Shares
  • Face Value per Share: ₹10
  • Issue Price per Share: ₹120 (comprising ₹10 face value + ₹110 premium)
  • Total Issue Size: ₹13,96,80,000 (Rupees Thirteen Crore Ninety Six Lakhs Eighty Thousand)
  • Pre-Issue Paid-Up Capital: 26,77,100 shares (as of September 25, 2026)
  • Post-Issue Paid-Up Capital: 38,41,100 shares
  • Promoter Holding Dilution: Pre-issue 48.79% to Post-issue 34.00%

Dates of Action

  • EGM Date: Saturday, October 31, 2026, at 12:00 P.M.
  • Record Date for Notice Eligibility: Friday, October 02, 2026
  • Record Date for Voting Eligibility (Cut-off): Saturday, October 24, 2026
  • Remote E-voting Period: Wednesday, October 28, 2026 (9:00 A.M.) to Friday, October 30, 2026 (5:00 P.M.)
  • Relevant Date for Pricing: Thursday, October 01, 2026 (30 days prior to the EGM date)
  • Allotment Timeline: Allotment must be completed within 15 days from the date of passing the special resolution OR after receiving in-principle approval from stock exchanges, whichever is later.

Parties Involved

  • Issuer: Pearl Green Clubs and Resorts Limited
  • Stock Exchange: BSE Limited (BSE)
  • Proposed Allottees (Non-Promoters): 13 entities/individuals, including Padmani Brothers Growth LLP, Gaurang Rameshchandra Shah, various Shah family members/HUFs, Kalpana Hemant Desai, Hemantbhai Desai HUF, Priti Mukesh Tailor, Amitkumar C Patel, Sabnani Nitinkumar KamalKumar, and Ravindrakumar Jain.
  • Scrutinizer: M/s. Nisarg Sharma (FCS: F14061 CP. No. 17088), proprietor of M/s. Nisarg Sharma & Associates, Company Secretaries, Ahmedabad
  • E-Voting Agency: Central Depository Services Limited (CDSL)
  • Registrar and Transfer Agent (RTA): M/s. Cameo Corporate Services Limited
  • Independent Valuer: RV Janak Jagjivan Shah, IBBI Registration No.: IBBI/RV/06/2019/11559 (ICAI RVO)

Purpose / Rationale

The objects of the preferential issue are:

1. Capital expenditure towards the development and upgradation of the Resort, including enhancement of its infrastructure, facilities, and operational capabilities, including installation of a solar power system. The detailed break-up is:

  • Elevator Installation and Infrastructure: ₹64.02 Lakhs
  • Installation of HVAC Systems: ₹196.07 Lakhs
  • Procurement and Installation of Furniture and Fixtures: ₹383.47 Lakhs
  • Civil Construction and Related Infrastructure Works: ₹287.89 Lakhs
  • Procurement and Installation of Kitchen Equipment: ₹149.02 Lakhs
  • Installation of Solar Power Generation System: ₹66.28 Lakhs
  • Total Capex: ₹1,146.76 Lakhs

2. General Corporate Purpose: ₹250.04 Lakhs (up to 25% of the issue proceeds)

The company notes that the utilization amount may deviate by +/- 10% based on future circumstances.

Financial and Operational Impact

  • Capital Structure Impact: The issuance will increase the paid-up capital from 26,77,100 shares to 38,41,100 shares. This represents a significant dilution for existing shareholders, reducing promoter holding from 48.79% to 34.00% and increasing public holding from 51.21% to 66.00%.
  • Cash Flow Implications: The company will receive a cash inflow of ₹13,96,80,000 upon allotment.
  • Earnings Impact: Not quantified in the disclosure.
  • Lock-in: The equity shares allotted to the proposed allottees will be subject to a lock-in period as prescribed under Regulation 167 of the SEBI ICDR Regulations. The pre-preferential shareholding of the allottees, if any, shall also be under lock-in as per regulations.

Key Terms of the Issue

  • Payment: 100% of the consideration must be paid by the allottees on or before the date of allotment.
  • Form: Shares will be allotted in dematerialized form only.
  • Ranking: The new shares will rank pari-passu with existing equity shares in all respects.
  • Valuation: The floor price was calculated as per Reg. 164 of ICDR Regulations. The 90-day VWAP was ₹119.82, and the 10-day VWAP was ₹110.12. The issue price of ₹120 is higher than the floor price. An independent valuation was obtained as required by Reg. 166A because the allotment to a single allottee (Padmani Brothers) exceeds 5% of the post-issue capital.
  • Undertakings: The company undertakes to recompute the price if required by regulations and that the allottees have not sold any shares in the 90 days preceding the relevant date.

Governance and Voting

  • The company has appointed a scrutinizer for the e-voting process.
  • Detailed instructions for remote e-voting and voting at the meeting are provided for shareholders holding shares in both physical and dematerialized form.
  • The result of the voting will be placed on the company's website and forwarded to BSE.

Other Material Disclosures

  • Eligibility: The company confirms it is eligible to make a preferential issue under ICDR regulations.
  • No Change in Control: The issue is to non-promoters, and consequently, there will be no change in the management or control of the company.
  • No Prior Allotments: No allotment on a preferential basis has been made from the beginning of the year until the date of this notice.
  • Certification: A practicing company secretary has certified that the issue is in accordance with SEBI ICDR Regulations.
  • Wilful Defaulter Status: The company, its promoters, and directors confirm they have not been declared wilful defaulters or fraudulent borrowers.