Prozone Realty Limited

Shareholder Approval

Shareholders approved a special resolution through postal ballot (remote e-voting) on Friday, May 29, 2026, based on the Scrutinizer's Report dated June 01, 2026.

Resolution Details

The resolution comprises two main components:

1. Hiving Off of Land Assets:

  • Land assets will be transferred to separate special purpose vehicles (SPVs)
  • Hagwood Commercial Developers Private Limited (HCDPL) will receive land assets from Empire Mall Private Limited
  • Prozone Horizons Private Limited (PHPL) will receive land assets from Alliance Mall Developers Co. Private Limited
  • Both SPVs are wholly owned subsidiaries and will be retained by the Company
  • Purpose: Preserve future development potential while enabling efficient monetization of operational Mall Assets

Land Asset Details:

  • Empire: Balance land parcel of approximately 26,047.39 sq. mt. (6.4 acres) currently vacant
  • Alliance: Ongoing residential project of 540 units, Club House, and land for future development spread over 39,753.50 sq. mt. (9.82 acres)

2. Disinvestment of Identified Subsidiaries:

  • Sale of entire shareholding in three material subsidiaries/step-down subsidiaries to Inorbit Malls (India) Private Limited or its affiliate(s)
  • Aggregate gross consideration: Up to approximately ₹1,242.50 Crores (Rupees Twelve Hundred Forty Two Crores Fifty Lakh only)
  • Consideration to be adjusted for other assets & liabilities on closing, excluding all applicable taxes

Subsidiary Shareholding Details:

  • Kruti Realtors and Developers Private Limited: 100% shareholding held by the Company
  • Alliance Mall Developers Co. Pvt. Ltd.: 51.93% shareholding held by the Company and 48.05% shareholding held by Kruti
  • Empire Mall Private Limited: 34.71% shareholding held by the Company and 65.29% shareholding held by Kruti

Mall Assets Being Sold:

  • Empire: Developed portion of approximately 54,045.36 sq. mt. (13.35 acres) comprising:
  • Prozone Mall (retail mall)
  • Prozone Trade Centre (Commercial Office Tower)
  • Saral Bazaar (Small-format Retail)
  • Related infrastructure including parking and rooftop solar plant
  • Alliance: Phase 1 of Prozone Mall on 53,139.52 sq. mt. (13.13 acres) comprising retail spaces with parking

Transaction Mechanics

  • Transaction will be governed by Share Purchase Agreement (SPA) and all transaction documents (collectively 'Definitive Agreements')
  • Definitive Agreements to be executed between Company, Purchaser, Empire, Alliance & Kruti respectively
  • Upon completion, Kruti, Empire and Alliance will cease to be subsidiaries or step-down subsidiaries of the Company

Authorization

Board of Directors (including any Committee thereof) authorized to:

  • Finalize all matters related to disinvestment and hiving off
  • File applications and make representations to relevant authorities
  • Seek requisite approvals from authorities, third parties, and lenders
  • Take all necessary steps to give effect to the resolution
  • All actions taken by the Board in connection with these matters are approved, ratified and confirmed