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Hubtown Limited M&A Activity 2025

Aug 26, 2025

62027_rns_2025-08-26_547d168e-cf0e-4758-af1d-d7ae73bc7362.pdf

M&A Activity

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August 26, 2025

To,

BSE Limited National Stock Exchange of India Limited The Corporate Relations Department, The Listing Department, 1[st] Floor, P.J. Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex, Fort, Mumbai - 400 001, Bandra (East), Mumbai – 400 051, Maharashtra, India Maharashtra, India Scrip Code: 532799 Symbol: HUBTOWN

Dear Sir/Madam,

Subject: Revision of outcome of Board Meeting dated August 26, 2025.

We submit herewith a revised outcome of the Board Meeting held earlier during the day, as the earlier outcome of the said Board Meeting had some minor discrepancies.

Kindly take on record the revised outcome of the said Board Meeting, as being submitted herewith.

Thanking You,

For and on behalf of

Hubtown Limited

Shivil Kapoor Digitally signed by Shivil Kapoor DN: c=IN, o=Personal, title=8199, pseudonym=122838f66b074d4eb8e2197183a76326, 2.5.4.20=b6c070d9decbe8b863d9f49eca102614d8e265ca0ba979136021d93850f15cfe, postalCode=452010, st=Madhya Pradesh, serialNumber=6afa6af25e9d505d6a82ca6a633c67c10d3248bb6506ab4dfa9e96737f5f7015, cn=Shivil Kapoor Date: 2025.08.26 18:26:35 +05'30'

Shivil Kapoor

Company Secretary & Compliance Officer Membership No.: F11865

Enclosures: As above.

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August 26, 2025

To,
BSE Limited National Stock Exchange of India Limited
The Corporate Relations Department, The Listing Department,
1stFloor, P.J. Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex,
Fort, Mumbai - 400 001, Bandra (East), Mumbai – 400 051,
Maharashtra, India Maharashtra, India
Scrip Code: 532799 Symbol: HUBTOWN

Dear Sir/Madam,

  • Subject: Revised outcome of the Board Meeting and disclosure of events pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, as amended read with the applicable circulars issued thereto (“SEBI LODR Regulations”)

In furtherance to our letter dated August 12, 2025, we wish to inform you that the Board of Directors of Hubtown Limited ( “Company” ) at its meeting held on Tuesday, August 26, 2025, on the recommendations of the Committee of the Independent Directors and Audit Committee of the Company, have considered and approved the following:

Pursuant to Regulation 30 read with Schedule III of the SEBI LODR Regulations, we wish to inform you that on the recommendations of the Committee of the Independent Directors and Audit Committee of the Company, the Board of Directors of the Company has considered and approved the Scheme of Arrangement under Sections 230 to 232, Section 66 and other applicable provisions of the Companies Act, 2013 (“ Act ”) involving the:

  • a) Amalgamation of Distinctive Realty Private Limited (“ DRPL ” or “ Transferor Company 1 ”) into and with Amazia Developers Private Limited (“ ADPL ” or “ Transferee Company 1 ”) (“ Amalgamation I ”); and

  • b) Amalgamation of Amazia Developers Private Limited (“ ADPL ” or “ Transferor Company 2 ”) and Nitant Real Estate Private Limited (" NREPL " or " Transferor Company 3 ") into and with Hubtown Limited (“ Transferee Company 2 ”) (“ Amalgamation II ”).

with effect from the Appointed Date viz. beginning of day on July 01, 2025 (“ Scheme ”).

The Scheme is subject to the necessary statutory and regulatory approvals of (i) the National Stock Exchange of India Limited (“ NSE ”) and the BSE Limited ( “BSE” ) (collectively known as “ Stock Exchanges ”); (ii) the shareholders and creditors of the Transferee Company 2 and the Transferor Companies and other parties to the Scheme, as may be

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directed by the Hon'ble National Company Law Tribunal ( “NCLT” ), (iii) the Hon’ble NCLT; and (iv) any other contractual and regulatory approvals, permissions, consents, sanctions, exemption as may be required under applicable laws, regulations, guidelines in relation to the Scheme and as set out in the Scheme.

Post amalgamation (subject to approval from statutory authorities and by the shareholders), the Hubtown Group expects a pre-sales of approx. Rs. 6,000 Crore during the current Financial Year.

The disclosure required under Regulation 30 of the SEBI LODR Regulations, read with Schedule III thereto and the SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are provided in the enclosed “Annexure A” .

The aforesaid meeting of the Board of Directors of the Company commenced at 02:30 pm (IST) and concluded at 03:15 (IST).

We request you to kindly take these submissions on your record and disseminate the same.

Thanking You

For and on behalf of

Hubtown Limited

Shivil Kapoor Digitally signed by Shivil Kapoor DN: c=IN, o=Personal, title=8199, pseudonym=122838f66b074d4eb8e2197183a76326, 2.5.4.20=b6c070d9decbe8b863d9f49eca102614d8e265ca0ba979136021d93850f15cfe, postalCode=452010, st=Madhya Pradesh, serialNumber=6afa6af25e9d505d6a82ca6a633c67c10d3248bb6506ab4dfa9e96737f5f7015, cn=Shivil Kapoor Date: 2025.08.26 18:26:55 +05'30'

Shivil Kapoor

Company Secretary & Compliance Officer Membership No.: F11865

Enclosures: As above.

Annexure A

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Disclosures pursuant to Regulation 30 of the SEBI LODR Regulations, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 (“SEBI Circular”)

  • A) Amalgamation I - Amalgamation of Distinctive Realty Private Limited into and with Amazia Developers Private Limited:
Sr.
No.
Particulars
1. NAME OF ENTITY(IES) FORMING PART OF THE AMALGAMATION / MERGER, INCLUDING
BRIEF DETAILS RELATING TO SIZE, TURNOVER ETC.
1.1. Details of Transferee Company 1:
“Amazia Developers Private Limited”or “ADPL” or “Transferee Company 1”is a
private limited company incorporated under the provisions of the Companies Act, 1956,
having corporate identity number U45201MH2006PTC165051 and having its registered
office at Unit No. 116, First Floor, Rehab Building No. 4, Akruti Annexe, Road No. 7,
Marol, MIDC, Andheri (East), Mumbai – 400 093, Maharashtra, India. The securities of the
Transferee Company 1 are not listed on any stock exchange in India or abroad. ADPL isa
group company, which is being jointly controlled by persons forming part of the
Promoter and Promoter Group of the Transferee Company 2.
1.2. Details of Transferor Company 1:
Distinctive Realty Private Limited” or“DRPL” or “Transferor Company 1”is a private
limited company incorporated under the provisions of the Companies Act, 1956, having
corporate identity number U45201MH2006PTC165062 and having its registered office at
Unit No. 117, First Floor, Rehab Building No. 4, Akruti Annexe, Road No. 7, Marol, MIDC,
Andheri (East), Mumbai – 400 093, Maharashtra, India. The securities of the Transferor
Company 1 are not listed on any stock exchange in India or abroad. DRPL is a subsidiary of
Transferee Company 1.
1.3. Details of net worth and revenue of the Transferee Company and the Transferor
Company:
(Amount in ₹ in Lakhs)
Name of the Companies
Net worthNote 1
Total Revenue/ Income
As on June 30, 2025
FY 2024-25
ADPL (Transferee Company 1)
Note 2
7,835
265
DRPL(Transferor Company1)
(1,690)
3

Company:
Name of the Companies Net worthNote 1 Total Revenue/ Income
As on June 30, 2025 FY 2024-25
ADPL (Transferee Company 1)
Note 2
7,835 265
DRPL(Transferor Company1) (1,690) 3

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Note 1:Net worth has been considered as per definition under section 2(57) of the
Companies Act, 2013.
Note 2: Net worth and Total Revenue / Income of Amazia Developers Private Limited viz.
Transferee Company1,has been considered on a standalone basis.
2. WHETHER THE TRANSACTION WOULD FALL WITHIN RELATED PARTY TRANSACTIONS? IF
YES, WHETHER THE SAME IS DONE AT “ARMS LENGTH”?
The transaction of amalgamation / merger of the Transferor Company 1 with the
Transferee Company 1 and their respective shareholders and creditors would fall within
the related party transactions under the provisions of the SEBI LODR Regulations.
However, the transaction shall not attract compliance with the requirements of Section
188 of the Companies Act, 2013 in view of the clarifications provided in General Circular
No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs (“MCA
Circular”).
Further, the Scheme is approved by the Audit Committee of the Transferee Company 2
pursuant to Regulation 23(2) of the SEBI LODR Regulations and is being carried out at
arm’s length basis as per the valuation report given by CA Shashank Maloo, a Registered
Valuer (IBBI Reg No: IBBI/RV/07/2019/12701), recommending the fair share exchange
ratio for discharge of consideration / issuance of the shares by the Transferee Company 2
under the Scheme.
3. AREA OF BUSINESS OF THE ENTITY(IES)
3.1. Transferee Company 1 is primarily engaged in the real estate business of construction
and development of residential and commercial premises through both - on its own and
through its subsidiaries/joint ventures/associates companies..
3.2. Transferor Company 1 is primarily engaged in the business of primarily engaged in the
business of developing, building and construction of residential, commercial and
industrialpremises.
4. RATIONALE FOR AMALGAMATION/ MERGER
A.
The Transferor Companies are group companies, which are being jointly controlled,
directly or indirectly, by persons forming part of the Promoter and Promoter Group
of the Transferee Company 2.
B.
The Transferor Companies collectively hold the entire equity stake in Twenty Five
South Realty Limited (“TFSRL”), which is currently developing a super-luxury
residential project named ’25 South’ located at Prabhadevi, Mumbai. TFSRL further
holds 75% equity stake in Twenty Five Downtown Realty Limited (“TFDRL”) which is
currently developing a super-luxury residential project named ’25 Downtown’
located adjacent to the Willingdon Golf Club, Mahalaxmi. The balance 25% equity
stake in TFDRL is held by the Transferee Company 2 viz. Hubtown Limited. The said
projects are envisioned as apremium high-end residential developments,

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strategically located in a prime areas of Mumbai, offering modern amenities. In light of their prime location and design attributes, the said projects are expected to attract significant interest from homebuyers and investors thereby contributing meaningfully to the growth trajectory, market standing and financial positions of the Transferor Companies.

  • C. Considering the increasing demand for premium real estate in Mumbai and the unique features and location advantages of ’25 South’ and ’25 Downtown’, the said projects are anticipated to generate substantial financial returns for the Transferor Companies.

  • D. Given that Transferor Company 1 is a wholly owned subsidiary of the Transferee Company 1, it is proposed to first amalgamate Transferor Company 1 into and with the Transferee Company 1 (“ Amalgamation I ”) and immediately upon coming into effect of Amalgamation I, it is proposed to amalgamate Transferor Company 2 and Transferor Company 3 into and with the Transferee Company 2 (“ Amalgamation II ”), with effect from the Appointed Date of July 01, 2025 (“ Mergers ”).

  • E. The proposed Mergers are also intended to enhance the investment profile of the consolidated entity by aligning high-potential real estate assets with a broader business platform of the Transferee Company 2 and at the same time, discharge the consideration for acquisition / aggregation of ’25 South’ and ’25 Downtown’ through the merger of the Transferor Companies into the Transferee Company 2, in the manner as stated in Para D above, in non-monetary form by issue of its equity shares to the shareholders of the Transferor Companies. The integration is expected to position the Transferee Company 2 more favorably in the eyes of the existing and prospective shareholders, lenders and strategic partners, and further strengthen its standing as a key player in the real estate and infrastructure development sector.

  • F. In addition to the above, the merger / amalgamation of the Transferor Companies with the Transferee Company 2, in the manner as stated in Para D above, will also provide ancillary benefits in the form of administrative and operational rationalization and promote organizational efficiencies with the achievement of greater economies of scale, reduction in overheads and improvement in various other operating parameters including administrative, managerial and other expenditure, and optimal utilization of resources by elimination of duplication of activities and related costs.

  • G. Thus, with an intent to achieve aforesaid objectives and further in order to consolidate, streamline and effectively merge the Transferor Companies and the Transferee Company 2 in a single entity it is intended that the Transferor Companies be merged / amalgamated with the Transferee Company 2, in the manner as stated in Para D above.

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H.
In view of the aforesaid objectives, the Board of Directors of the Transferor
Companies and the Transferee Company 2 have considered and proposed the
amalgamation for the transfer and vesting of the Undertaking of the Transferor
Companies (as defined in the draft Scheme of Arrangement) and business of the
Transferor Companies with and into the Transferee Company 2, in the manner as
stated in Para D above, and other ancillary and incidental matters stated herein,
with an opinion that the amalgamation and other provisions of the Scheme would
benefit the shareholders, employees and other stakeholders of the Transferor
Companies and the Transferee Company 2.
I.
The amalgamation of the Transferor Companies with the Transferee Company 2, in
the manner as stated in Para D above, will combine the business, activities and
operations of the Transferor Companies and the Transferee Company 2 into a single
company with effect from the Appointed Date and shall be in compliance with the
provisions of the IT Act (as defined in the draft Scheme of Arrangement), including
Section 2(1B) thereof or any amendments thereto.
5. IN CASE OF CASH CONSIDERATION – AMOUNT OR OTHERWISE SHARE EXCHANGE
RATIO
Transferor Company 1 is wholly owned subsidiary of Transferee Company 1. The entire
share capital of Transferor Company 1 is directly or indirectly held by Transferee
Company 1. Hence, upon the Scheme becoming effective, no shares of Transferee
Company 1 shall be allotted in lieu or exchange of the shares of Transferor Company 1.
Upon the Scheme becoming effective, the entire share capital of Transferor Company 1
shall be cancelled and extinguished.
6. BRIEF DETAILS OF CHANGE IN SHAREHOLDING PATTERN(IF ANY) OF LISTED ENTITY
As stated in point 5 above, upon the Scheme becoming effective, no shares of Transferee
Company 1 shall be allotted in lieu or exchange of the shares of Transferor Company 1
and as such there will be no change in the shareholding pattern of Transferee Company
1.

B) Amalgamation II - Amalgamation of Amazia Developers Private Limited and Nitant Real Estate Private Limited into and with Hubtown Limited:

Sr.
No.
Particulars
NAME OF ENTITY(IES) FORMING PART OF THE AMALGAMATION / MERGER, INCLUDING
BRIEF DETAILS RELATING TO SIZE, TURNOVER ETC.
1.
1.1. Details of Transferee Company:

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Hubtown Limited ” or “ HL ” or “ Transferee Company 2 ” is a public limited company incorporated under the provisions of the Companies Act, 1956, having corporate identity number L45200MH1989PLC050688 and having its registered office at Hubtown Seasons, CTS No. 469-A, Opp. Jain Temple, R.K. Chemburkar Marg, Chembur (East), Mumbai – 400 071, Maharashtra India. The equity shares of the Transferee Company 2 are listed on BSE “ ” “ ” Limited ( BSE ) as well as on National Stock Exchange of India Limited ( NSE ). 1.2. Details of Transferor Company 2:

“Amazia Developers Private Limited” or “ADPL” or “ Transferor Company 2 ” is a private limited company incorporated under the provisions of the Companies Act, 1956, having corporate identity number U45201MH2006PTC165051 and having its registered office at Unit No. 116, First Floor, Rehab Building No. 4, Akruti Annexe, Road No. 7, Marol, MIDC, Andheri (East), Mumbai – 400 093, Maharashtra, India. The securities of the Transferor Company 2 are not listed on any stock exchange in India or abroad. ADPL is a group company, which is being jointly controlled by persons forming part of the Promoter and Promoter Group of the Transferee Company 2.

Details of Transferor Company 3:

Nitant Real Estate Private Limited ” or “ NREPL ” or “ Transferor Company 3 ” is a private limited company incorporated under the provisions of the Companies Act, 1956, having corporate identity number U70102MH2010PTC205729 and having its registered office at Hindoostan Mills Compound, Kashinath Dhuri Marg, Off Veer Savarkar Marg, Near Siddhi Vinayak Mandir, Mumbai – 400 025, Maharashtra, India. The securities of the Transferor Company 3 are not listed on any stock exchange in India or abroad. NREPL is a group company, which is being indirectly controlled by persons forming part of the Promoter and Promoter Group of the Transferee Company 2.

1.3. Details of net worth and revenue of the Transferee Company and the Transferor Details of net worth and revenue of the Transferee Company and the Transferor Details of net worth and revenue of the Transferee Company and the Transferor Details of net worth and revenue of the Transferee Company and the Transferor Details of net worth and revenue of the Transferee Company and the Transferor
Company:
(Amount in ₹ in Lakhs)
Name of the Companies Net worthNote 1 Total Revenue/ Income
As on June 30, 2025 FY 2024-25
HL(Transferee Company2)Note 2 2,70,859 38,719
ADPL (Transferor Company 2) 7,835 265
Note 2
NREPL(Transferor Company3) (1,732) 914
Note 1:Net worth has been considered as per definition under section 2(57) of the
Companies Act, 2013.

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Note 2: Net worth and Total Revenue / Income of Hubtown Limited viz. Transferee
Company 2 and Amazia Developers Private Limited viz. Transferor Company 2, has been
considered on a standalone basis.
2. WHETHER THE TRANSACTION WOULD FALL WITHIN RELATED PARTY TRANSACTIONS? IF
YES, WHETHER THE SAME IS DONE AT “ARMS LENGTH”?
The transaction of amalgamation / merger of the Transferor Company 2 and Transferor
Company 3 with the Transferee Company 2 and their respective shareholders and
creditors would fall within the related party transactions under the provisions of the SEBI
LODR Regulations.
However, the transaction shall not attract compliance with the requirements of Section
188 of the Companies Act, 2013 in view of the clarifications provided in General Circular
No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs (“MCA
Circular”).
Further, the Scheme is approved by the Audit Committee of the Transferee Company 2
pursuant to Regulation 23(2) of the SEBI LODR Regulations and is being carried out at
arm’s length basis as per the valuation report given by CA Shashank Maloo, a Registered
Valuer (IBBI Reg No: IBBI/RV/07/2019/12701), recommending the fair share exchange
ratio for discharge of consideration / issuance of the shares by the Transferee Company 2
under the Scheme.
3. AREA OF BUSINESS OF THE ENTITY(IES)
3.1. Transferee Company 2 is primarily engaged in the business of construction and
development of residential and commercial premises, Build Operate Transfer (BOT)
Projects, etc. either directly and / or through its subsidiaries / joint ventures / associate
companies.
3.2. Transferor Company 2 is primarily engaged in the real estate business of construction and
development of residential and commercial premises through both - on its own and
through its subsidiaries/joint ventures/associates companies.
3.3. Transferor Company 3 is primarily engaged in the business of developing, building and
construction of residential,commercial and industrialpremises.
4. RATIONALE FOR AMALGAMATION/ MERGER
Please refer Point No. 4 in disclosurepart A)above – details relatingto Amalgamation I.
5. IN CASE OF CASH CONSIDERATION – AMOUNT OR OTHERWISE SHARE EXCHANGE RATIO
Upon the Scheme becoming effective, in consideration of the Amalgamation II, and based
on the valuation report issued by CA Shashank Maloo, a Registered Valuer (IBBI Reg No:
IBBI/RV/07/2019/12701), which is confirmed by the fairness opinion issued by
3Dimension Capital Services Limited, a SEBI Registered Category-I Merchant Banker (SEBI
Reg. No: INM000012528), the equity shares of the Transferee Company 2 are proposed to
be issued and allotted to the shareholders of the Transferor Company 2 and Transferor
Company3 in the followingShare Exchange Ratio:

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“The Transferee Company 2 shall without any further act or deed, issue and allot 6,203 (Six Thousand Two Hundred and Three) equity shares of face value of INR 10/- (Indian Rupees Ten Only) each of the Transferee Company 2, for every 1 (One) fully paid-up equity shares of face value of INR 10/- (Indian Rupees Ten Only) each of the Transferor Company 2.”

“The Transferee Company 2 shall without any further act or deed, issue and allot 16 (Sixteen) equity shares of face value of INR 10/- (Indian Rupees Ten Only) each of the Transferee Company 2, for every 1 (One) fully paid-up equity shares of face value of INR 10/- (Indian Rupees Ten Only) each of the Transferor Company 3.”

The equity shares of the Transferee Company 2 to be issued and allotted to the shareholders of the Transferor Company 2 and Transferor Company 3, pursuant to the Scheme shall hereinafter be referred to as the “ New Equity Shares ”.

The indicative value of the equity shares of Hubtown Limited to be issued to the aforesaid Transferor Companies is approximately INR 900/- per 1 equity share of face value of INR 10/- (Indian Rupees Ten Only) each.

The New Equity Shares to be issued and allotted pursuant to the Scheme shall rank pari passu with the existing equity shares of the Transferee Company 2 in all respects including dividends, if any, that may be declared by the Transferee Company 2 on or after the Scheme becoming effective, as the case may be, and shall be listed and admitted for trading on the Stock Exchange by virtue of the Scheme.

6. BRIEF DETAILS OF CHANGE IN SHAREHOLDING PATTERN(IF ANY) OF LISTED ENTITY
The Board of Directors of Hubtown Limited and Saicharan Consultancy Private Limited
(“SCPL”), at their respective Board Meetings dated February 14, 2025, had approved the
Scheme of Arrangement in the nature of merger / amalgamation of SCPL with HL and their
respective shareholders and creditors under sections 230-232 of the Companies Act,
2013, which is pending with the stock exchanges for their No-objection in accordance with
Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“HL-SCPL Scheme”).
Further, the Board of Directors of Hubtown Limited and 25 West Realty Private Limited
(“25 WRPL”), at their respective Board Meetings dated June 30, 2025, had approved the
Scheme of Arrangement in the nature of merger / amalgamation of 25 WRPL with HL and
their respective shareholders and creditors under sections 230-232 of the Companies Act,
2013, which is pending with the stock exchanges for their No-objection in accordance with
Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“HL-25 WRPL Scheme”).
Details of equity shareholding pattern of HL:

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  • A. Without considering the impact of the impending HL-SCPL Scheme and HL-25 WRPL Scheme:
Pre-Scheme
(as on June 30, 2025)
Pre-Scheme
(as on June 30, 2025)
Post Scheme
(as on June 30, 2025)
Post Scheme
(as on June 30, 2025)
Category No. of equity
shares of INR
10/- eachNote 1
No. of equity
shares of INR
10/- each
% of Equity
Shareholding
% of Equity
Shareholding
Promoter
and
Promoter Group
4,97,70,414 35.02% 15,99,60,414 63.40%
Public
Shareholders
9,23,30,243 64.98% 9,23,30,243 36.60%
Total 14,21,00,657 100.0% 25,22,90,657 100.00%

Note 1: The total number of equity shares stated herein is calculated on a fully diluted basis, taking into account 62,50,000 Warrants issued to members forming part of Promoter and Promoter Group and 2,50,000 Compulsorily and Mandatorily Convertible Debentures issued to member forming part of Public Shareholders.

  • B. After considering the proposed issuance of (i) 64,80,000 equity shares by Hubtown Limited under the impending HL-SCPL Scheme; and (ii) 4,20,00,000 equity shares by Hubtown Limited under the impending HL-25 WRPL Scheme as aforesaid:
Pre-Scheme
(as on June 30, 2025)
Pre-Scheme
(as on June 30, 2025)
Post Scheme
(as on June 30, 2025)
Post Scheme
(as on June 30, 2025)
Category No. of equity
shares of INR
10/- eachNote 1
No. of equity
shares of INR
10/- each
% of Equity
Shareholding
% of Equity
Shareholding
Promoter
and
Promoter Group
9,82,50,414 51.55% 20,84,40,414 69.30%
Public
Shareholders
9,23,30,243 48.45% 9,23,30,243 30.70%
Total 19,05,80,657 100.0% 30,07,70,657 100.00%

Note 1: The total number of equity shares stated herein is calculated on a fully diluted basis, taking into account 62,50,000 warrants issued to members forming part of Promoter and Promoter Group and 2,50,000 Compulsorily and Mandatorily Convertible Debentures issued to member forming part of Public Shareholders.