Key Transaction Details

The disclosure concerns a transaction undertaken by two Promoter Group entities, Embassy Property Developments Private Limited (EPDPL) and OMR Investments LLP (OMR), from November 06, 2026, to November 11, 2026.

  • A pledge over 9,79,05,440 equity shares of the Company held by EPDPL was released.
  • Subsequently, a pledge was re-created over an equivalent number of shares (9,79,05,440) held by EPDPL and OMR.

Company Clarification on the Transaction

The Company places on record the following clarifications based on disclosures received from the Promoter Group:

  • (a) No Additional Pledge: The aggregate number of equity shares under pledge by the Promoter Group remains unchanged before and after this transaction. No additional encumbrance has been created.
  • (b) No Additional Borrowing: The Promoter Group has not availed any new, additional, or enhanced borrowing or facility. There is no change in the underlying financing arrangement.
  • (c) Purpose – Regulatory Compliance: The transaction was undertaken solely to comply with lock-in requirements under Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations).

Background and Rationale

The Company had allotted 3,25,18,900 convertible warrants on a preferential basis to EPDPL on October 12, 2026. Per ICDR Regulations, the allottee's entire pre-preferential shareholding is required to be locked-in from the relevant date up to 90 trading days from the date of warrant allotment. Since the 9,79,05,440 shares in question were already under pledge, the pledge was temporarily released to enable this regulatory lock-in and was subsequently re-created.

Financial Impact and Promoter Group Action

The Promoter Group has fully converted all 3,25,18,900 warrants at a price of ₹111.51 per equity share, well ahead of their stipulated tenure. This conversion resulted in a total fund infusion of approximately ₹362.62 crore into the Company.

Capital Structure Impact

Pursuant to the full conversion of the warrants, the shareholding of the Promoter Group in the Company has increased from 42.68% to 43.99% of the paid-up equity share capital.

Form B Disclosure Details

The attached Form B provides the following specifics of the pledge transactions:

For Embassy Property Developments Private Limited (EPDPL):

  • Pledge Release (November 06, 2026): 9,79,05,440 equity shares were released from pledge. The disclosed value of this transaction was ₹5,06,26,90,302.40, calculated based on the NSE closing price.
  • Pledge Re-creation (November 11, 2026): A pledge was re-created on 6,79,05,440 equity shares. The disclosed value was ₹3,57,45,42,361.60.
  • Total shareholding pre and post these transactions remained unchanged at 22,63,11,492 equity shares (15.90%).

For OMR Investments LLP (OMR):

  • Pledge Creation (November 11, 2026): A pledge was created on 3,00,00,000 equity shares, executed in substitution of shares previously pledged by EPDPL. The disclosed value was ₹1,57,92,00,000.00.
  • Total shareholding pre and post this transaction remained unchanged at 3,07,07,160 equity shares (2.16%).

Conclusion

The Company reiterates that the entire series of transactions involved no incremental pledge creation and no new borrowing by the Promoter Group. The early and full warrant conversion demonstrates the Promoter Group's commitment and confidence in the Company.