Nature of the Event

This is a regulatory disclosure pursuant to SEBI Listing Regulations (Regulation 30) intimating the stock exchanges about the convening of an Extra-Ordinary General Meeting (EGM) and providing the detailed notice for the same.

Key Quantitative Figures and Details

EGM Details

  • Meeting Date & Time: Thursday, October 08, 2026, at 12:00 Noon (IST).
  • Mode: Conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM).
  • Deemed Venue: Registered Office of the Company at Jekegram, Pokhran Road No. 1, Thane (West), Maharashtra - 400606.
  • Cut-off date for e-voting: Thursday, October 01, 2026.
  • Remote e-voting period: Commences on Sunday, October 04, 2026 (9:00 AM IST) and ends on Wednesday, October 07, 2026 (5:00 PM IST).
  • Scrutinizer: Smt. Uma Lodha of Uma Lodha & Co. Company Secretaries.

Business to be Transacted

Item No. 1: Ordinary Resolution - Increase in Authorised Share Capital

  • Current Authorised Capital: ₹70,00,00,000 (Rupees Seventy Crores) divided into 7,00,00,000 equity shares of ₹10 each.
  • Proposed Authorised Capital: ₹75,00,00,000 (Rupees Seventy Five Crores) divided into 7,50,00,000 equity shares of ₹10 each.
  • Increase: Creation of 50,00,000 (Fifty Lakh) new equity shares of ₹10 each.
  • Purpose: To support ongoing business expansion, fund potential capital expenditure, meet working capital needs, and maintain financial flexibility for future capital-raising options.

Item No. 2: Special Resolution - Preferential Issue of Warrants

  • Instrument: Issue of up to 66,57,373 warrants, each convertible into 1 fully paid-up equity share of face value ₹10.
  • Allottee: J K Investors (Bombay) Limited (a Promoter Group entity).
  • Issue Price: ₹614 per warrant (comprising ₹10 face value + ₹604 premium).
  • Total Issue Size: ₹408,76,27,022 (Rupees Four Hundred Eight Crore Seventy Six Lakh Twenty Seven Thousand and Twenty Two only).
  • Payment Terms: 25% (₹153.50 per warrant, aggregating ₹102,19,06,755.50) payable upfront upon allotment. The balance 75% (₹460.50 per warrant, aggregating ₹306,57,20,266.50) payable upon conversion.
  • Conversion Period: Warrants are convertible within 18 months from the date of allotment.
  • Relevant Date for Pricing: Tuesday, September 08, 2026 (30 days prior to the EGM date).
  • Floor Price: ₹614 per warrant, determined as per SEBI ICDR Regulations, based on the highest of:
  • 90-day VWAP: ₹613.79
  • 10-day VWAP: ₹538.18
  • Independent valuer's report: ₹394.67
  • Board Approval Date: September 11, 2026.
  • Allotment Timeline: Allotment of warrants to be completed within 15 days of shareholder approval or 15 days from receipt of the last required regulatory approval.

Objects of the Issue (Utilization of Proceeds)

The total proceeds of ₹409 Crores (approx.) are intended for:

  • ~75% (₹307 Crores): Approval and Construction cost for Realty Projects in Thane.
  • ₹247 Crores for project at Pokhran Road No. 1, Jekegram, Thane.
  • ₹60 Crores for project next to Lake Shore Mall, Laxmi Nagar, Thane.
  • ~25% (₹102 Crores): General Corporate Purposes (including transaction costs).
  • Estimated Utilization Timeline: Within 18 months of allotment for project costs; as required for general purposes.
  • Interim Use: Pending utilization, funds will be invested in fixed deposits and debt mutual funds per the company's investment policy.
  • Monitoring Agency: CARE Ratings Limited appointed to monitor utilization of proceeds (as issue size exceeds ₹100 Crores).

Capital Structure Impact

  • Pre-Issue Promoter & Promoter Group Holding: 50.93% (3,39,04,628 shares).
  • Post-Issue Promoter & Promoter Group Holding (on full conversion of warrants): 55.08% (4,05,62,001 shares). This includes the conversion of 66,57,373 warrants allotted to JK Investors (Bombay) Ltd.
  • Holding of JK Investors (Bombay) Ltd.: Will increase from 29.83% to 35.99% post-conversion.
  • Post-Issue Public Shareholding: Will decrease from 49.04% to 44.89%.
  • Fully Diluted Share Capital Post-Issue: 7,36,47,319 equity shares (including warrants and outstanding ESOPs).
  • Change in Control: No change in control or board composition is anticipated.

Other Key Disclosures

  • Lock-in: The warrants and the resultant equity shares will be subject to lock-in as per SEBI ICDR Regulations.
  • Voting Rights: Warrants carry no voting rights until converted into equity shares.
  • Eligibility: The company and the proposed allottee have provided necessary undertakings confirming eligibility under SEBI regulations, including that they are not wilful defaulters or fugitive economic offenders.
  • Documents Available: The explanatory statement, valuation report, and company secretary's certificate are available on the company's website and for inspection during the EGM.