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GEMLIFE COMMUNITIES GROUP — Major Shareholding Notification 2025
Jul 9, 2025
64992_rns_2025-07-09_9dc8d2a2-7c5c-448a-aed4-4d18d613971e.pdf
Major Shareholding Notification
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Docusign Envelope ID: 985078D1-CFAC-4BCA-B401-12695F082053
Form 603
Corporations Act 2001 Section 671B Notice of initial substantial holder
GemLife Communities Group (ASX:GLF) consisting of GemLife Group Ltd (ACN 607 629 149) and Equity To Company Name/Scheme Trustees Limited (ACN 004 031 298; AFSL 240975) as responsible entity for each of GemLife Trust (ARSN 687 162 198), GTH Resorts No 2 Trust (ARSN 687 162 394), GTH Resorts No 3 Trust (ARSN 687 162 698), GTH Resorts No 4 Trust (ARSN 687 163 408), GTH Resorts No 6 Trust (ARSN 687 163 453), GTH Resorts No 8 Trust (ARSN 687 163 659), GTH Resorts No 11 Trust (ARSN 687 163 720), GTH Resorts No 12 Trust (ARSN 687 163 962), GTH Resorts No 15 Trust (ARSN 687 163 944) and GTH Resorts No 19 Trust (ARSN 687 164 209)
ACN/ARSN As above
1. Details of substantial holder (1)
Kartar Thakral, Inderbethal Thakral, Bikramjit Thakral, Gurmukh Thakral, Karan Thakral, Name Rikhipal Thakral and Indergopal Thakral ( Thakral Family ) ACN (if applicable) N/A
The holder became a substantial holder on 08 / 07 / 2025
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
| Class of securities(4) | Number of securities | Persons'votes(5) | Voting power (6) |
|---|---|---|---|
| Fully Paid Stapled Securities (GLF Securities) |
64,325,482 | 64,325,482 | 16.91% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| TCAP Partners Pty Ltd | Relevant interest under section 608(1)(a) of the_Corporations Act 2001_(Cth) (Corporations Act) as the holder of the GLF Securities |
63,400,000 GLF Securities |
| Thakral Corporation Ltd and each of the subsidiaries of Thakral Corporation Ltd listed in Annexure A (Thakral Corporation Group) |
Relevant interest in the GLF Securities held by TCAP Partners Ltd under section 608(3)(b) of the Corporations Act as Thakral Corporation Ltd controls TCAP Partners Pty Ltd |
63,400,000 GLF Securities |
| Thakral Corporation Ltd | Relevant interest under section 608(1)(a) of the Corporations Act as the holder of the GLF Securities |
600,962 GLF Securities |
| Thakral Group Ltd | Relevant interest in the GLF Securities held by TCAP Partners Ltd and Thakral Corporation Ltd under section 608(3)(b) of the Corporations Act as Thakral Group Ltd |
64,000,962 GLF Securities |
Docusign Envelope ID: 985078D1-CFAC-4BCA-B401-12695F082053
| controls TCAP Partners Pty Ltd and Thakral Corporation Ltd |
||
|---|---|---|
| Thakral Family | Relevant interest in the GLF Securities held by TCAP Partners Ltd and Thakral Corporation Ltd under section 608(3)(b) of the Corporations Act as the Thakral Family jointly controls TCAP Partners Pty Ltd and Thakral Corporation Ltd |
64,000,962 GLF Securities |
| Inderbethal Thakral | Relevant interest under section 608(1)(a) of the Corporations Act as the holder of the GLF Securities |
108,174 GLF Securities |
| Rikhipal Thakral | Relevant interest under section 608(1)(a) of the Corporations Act as the holder of the GLF Securities |
216,346 GLF Securities |
Docusign Envelope ID: 985078D1-CFAC-4BCA-B401-12695F082053
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest | Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| Thakral Family, Thakral Group Ltd, Thakral Corporation Ltd and each member of the Thakral Corporation Group |
Thakral Corporation Ltd | Thakral Corporation Ltd | 600,962 GLF Securities |
| Thakral Family, Thakral Group Ltd, Thakral Corporation Ltd and each member of the Thakral Corporation Group |
TCAP Partners Pty Ltd | TCAP Partners Pty Ltd | 63,400,000 GLF Securities |
| Inderbethal Thakral | Inderbethal Thakral | Inderbethal Thakral | 108,174 GLF Securities |
| Rikhipal Thakral | Rikhipal Thakral | Rikhipal Thakral | 216,346 GLF Securities |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| Cash | Non-cash | |||
| Thakral Family, Thakral Group Ltd, Thakral Corporation Ltd and each member of the Thakral Corporation Group |
N/A | N/A | N/A | 63,400,000 GLF Securities |
| Thakral Family, Thakral Group Ltd, Thakral Corporation Ltd and each member of the Thakral Corporation Group |
Relevant interest acquired on 08/07/2025 |
$4.16 | N/A | 600,962 GLF Securities |
| Inderbethal Thakral | Relevant interest acquired on 08/07/2025 |
$4.16 | N/A | 108,174 GLF Securities |
| Rikhipal Thakral | Relevant interest acquired on 08/07/2025 |
$4.16 | N/A | 216,346 GLF Securities |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) |
Nature of association |
|---|---|
| Each member of the Thakral Corporation Group |
Associate of TCAP Partners Pty Ltd by virtue of being under the common joint control of the Thakral Family (section 12(2)(a)(iii) of the Corporations Act); associate of the Thakral Family by virtue of being under their joint control (section 12(2)(a)(i) of the Corporations Act). |
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Docusign Envelope ID: 985078D1-CFAC-4BCA-B401-12695F082053
Refer to Annexure A
Signature
print name: ASHMIT THAKRAL capacity Director of TCAP Partners Pty Ltd and Thakral Corporation Ltd
sign here:
==> picture [93 x 37] intentionally omitted <==
date: 08/07/2025
Docusign Envelope ID: 985078D1-CFAC-4BCA-B401-12695F082053
This is Annexure A of 1 page referred to in the accompanying Form 603
print name Ashmit Thakral sign here date 08/07/2025
capacity Director of TCAP Partners Pty Ltd and Thakral Corporation Ltd
| Company name | Company registration number | Address |
|---|---|---|
| Thakral Group Ltd | N/A | 20 Upper Circular Road #03- 06 The Riverwalk Singapore 058416 |
| Thakral Corporation Ltd | N/A | 20 Upper Circular Road #03- 06 The Riverwalk Singapore 058416 |
| Thakral Capital Holdings Pte. Ltd. | N/A | 20 Upper Circular Road #03- 06 The Riverwalk Singapore 058416 |
| TCAP Pte. Ltd | N/A | 20 Upper Circular Road #03- 06 The Riverwalk Singapore 058416 |
| Thakral Capital Holdings (Australia) Pty Ltd | ACN 669 216 246 | C/- Thomas Noble & Russell 31 Keen Street Lismore NSW 2480 |
| Thakral Capital Australia Pty Ltd | ACN 151 323 689 | C/- Thomas Noble & Russell 31 Keen Street Lismore NSW 2480 |
| TCAP Custodians Pty Ltd | ACN 153 179 385 | C/- Thomas Noble & Russell 31 Keen Street Lismore NSW 2480 |
| TCAP Partners Pty Ltd | ACN 153 265 555 | C/- Thomas Noble & Russell 31 Keen Street Lismore NSW 2480 |
| Kartar Thakral | N/A | C/- 20 Upper Circular Road #03-06 The Riverwalk Singapore 058416 |
| Inderbethal Thakral | N/A | C/- 20 Upper Circular Road #03-06 The Riverwalk Singapore 058416 |
| Bikramjit Thakral | N/A | C/- 20 Upper Circular Road #03-06 The Riverwalk Singapore 058416 |
| Gurmukh Thakral | N/A | C/- 20 Upper Circular Road #03-06 The Riverwalk Singapore 058416 |
| Karan Thakral | N/A | C/- 20 Upper Circular Road #03-06 The Riverwalk Singapore 058416 |
| Rikhipal Thakral | N/A | C/- 20 Upper Circular Road #03-06 The Riverwalk Singapore 058416 |
| Indergopal Thakral | N/A | C/- 20 Upper Circular Road #03-06 The Riverwalk Singapore 058416 |