Peninsula Land Limited — Proxy Solicitation & Information Statement 2023

Dec 4, 2023

==> picture [222 x 58] intentionally omitted <==

Date : 04[th] December, 2023

Corporate Relations Department	The Market Operations Department
BSE Limited,	National Stock Exchange of India Limited
1stFloor, New Trading Wing,	Exchange Plaza, 5thFloor,
Rotunda Building, P J Towers,	Plot No C/1, G Block,
Dalal Street, Fort,	Bandra-Kurla Complex,
Mumbai 400 001.	Bandra (E), Mumbai 400 051.

Ref: Peninsula Land Limited (Scrip Code: 503031, Scrip Symbol: PENINLAND)

Sub: Notice for Extra Ordinary General Meeting (EGM) and Intimation of Book Closure and fixation of cut-off date for e-voting, period of remote e-voting

Dear Sir/Madam,

Pursuant to Regulation 30 and 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please note below mentioned details with respect to Extra Ordinary General Meeting (EGM), Book Closure and fixation of cut-off date for e-voting, period of remote e-voting. Further, we have also enclosed herewith copy of Notice of Extra Ordinary General Meeting which is already sent to the members of the Company through electronic mode and the same is also available on website of the Company at www.peninsula.co.in. The same is set out below:

Sr. No.	Event	Day & Date	Time
1.	Extra Ordinary General Meeting	Tuesday, 26thDecember, 2023	3.00 p.m.
2.	Relevant Date/ Cut-off date to vote on EGM Resolution	Tuesday, 19thDecember, 2023	-
3.	Book Closure Date – EGM	Friday, 22ndDecember, 2023 to Tuesday, 26thDecember, 2023 (both day inclusive)	-
4.	Commencement of E-voting	Thursday, 21stDecember, 2023	9.00 a.m.
5.	Conclusion of E-voting	Monday, 25thDecember, 2023	5.00 p.m.

Please take the above on record.

Yours Sincerely,

For Peninsula Land Limited

MUKESH Digitally signed by MUKESH KUMAR KUMAR GUPTA GUPTA Date: 2023.12.04 19:19:47 +05'30'

Mukesh Gupta Company Secretary & Compliance Officer

Encl: a/a

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

==> picture [222 x 58] intentionally omitted <==

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extra-Ordinary General Meeting (“ EOGM ”) of the Members of Peninsula Land Limited (the “ Company ”) will be held on Tuesday, December 26, 2023, at 3.00 PM. IST through Video Conferencing (“ VC ”) / Other AudioVisual Means (“ OAVM” ) to transact the following business:

ISSUANCE OF EQUITY SHARES AND 0% UNSECURED COMPULSORILY CONVERTIBLE DEBENTURES (CCDs) ON PREFERENTIAL BASIS BY WAY OF PRIVATE PLACEMENT TO DELTA CORP LIMITED (DCL):

To consider and if thought fit to pass, with or without modification, the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 (“Act”) and rules made there under (including any amendments, statutory modifications(s) or re-enactment thereof for the time being in force), the memorandum and articles of association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended (collectively the “SEBI Regulations” ), and the equity listing agreement entered into by the Company with BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) and all other applicable laws, rules, regulations, circulars and guidelines and also subject to such further approvals, permissions, sanctions and consents as may be necessary and required from respective authorities prescribed thereunder, and on such terms and conditions (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated under such approvals, permissions, sanctions and consents as the case may be) which may be accepted by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall include any duly constituted or to be constituted and authorized committee thereof to exercise its

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

1

==> picture [222 x 58] intentionally omitted <==

powers under the resolution), consent of the Shareholders of the Company (“ Shareholders ”) be and is hereby accorded to raise, on the terms and conditions determined by the Board, a total amount of Rs. 99,99,88,000 (Rupees Ninety-Nine Crore Ninety-Nine Lakh Eighty-Eight Thousand only) by way of offer, issue and allotment on a preferential basis through private placement in one or more tranches to Delta Corp Limited, a member of the Promoter Group of the Company (“ Proposed Investor ”), of the following securities (“ Subscription Securities ”):

• (a) 1,50,00,000 (One Crore Fifty Lakh) equity shares of the Company of the face value of Rs.2/- (Rupees Two only) each, each fully paid-up (“ Equity Shares ”) for cash consideration, at a price of Rs. 44/- (Rupees Forty-Four only) per equity Share (including premium of Rs. 42/- (Rupees Forty Two only) per Equity Share), aggregating to Rs. 66,00,00,000/- (Rupees Sixty-Six Crore only) and in the aggregate constituting 4.86% of the total post issue paid up share capital of the Company; and

• (b) 77,27,000 (Seventy-Seven Lakh Twenty-Seven Thousand) 0% unsecured Compulsorily Convertible Debentures (“ CCDs ”) of the Company of face value Rs. 44/- (Rupees Forty-Four only), each convertible into 1 (one) fully paid-up equity share of face value Rs. 2/- (Rupees Two only) at a conversion price of Rs. 44/- (Rupees Forty-Four only) each (“ Additional Equity Shares ”) on April 16, 2025 , for cash consideration, at a price of Rs. 44/- (Rupees Forty-Four only) per CCD aggregating to Rs. 33,99,88,000/- (Rupees Thirty-Three Crore NinetyNine Lakh Eighty-Eight Thousand only).

RESOLVED FURTHER THAT the “ Relevant Date ” for the determination of the issue price as per Regulation 161 of the ICDR Regulations is Friday, November 24, 2023, which is the last working day 30 (thirty) days prior to the proposed date of passing of the shareholders’ resolution approving the preferential allotment of the Equity Shares and CCDs.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

2

==> picture [222 x 58] intentionally omitted <==

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the Equity Shares shall be subject to the terms and conditions as prescribed under the applicable laws, including but not limited to the following:

• (a) 100% of the consideration for the Equity Shares shall be received from the Proposed Investor on or before the date of allotment thereof;

• (b) the consideration for allotment of Equity Shares shall be received from the bank account of the Proposed Investor;

• (c) the Equity Shares shall be subject to the applicable laws as well as the memorandum of association and articles of the association of the Company and shall rank pari passu in all respects with the existing fully paid-up equity shares of face value of Rs. 2/- (Indian Rupees Two only) each of the Company including with respect to entitlement to dividend, voting powers and distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company.

• (d) the Equity Shares to be allotted to the Proposed Investor shall be under lock-in as prescribed under the applicable provisions of the ICDR Regulations.

• (e) the Equity Shares shall be allotted within a period of 15 (fifteen) days from the date of passing of the special resolution. Notwithstanding the foregoing, if the allotment of the Equity Shares is subject to the receipt of any approval from any regulatory/statutory authority for such allotment including the in-principal approval of the Stock Exchanges, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approval.

• (f) the Company shall procure the listing and trading approvals for the Equity Shares to be allotted to the Proposed Investor from the Stock Exchange(s) in accordance with the Listing Regulations and all other applicable laws, rules and regulations; and

• (g) the allotment of Equity Shares shall be made in dematerialized form.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

3

==> picture [222 x 58] intentionally omitted <==

RESOLVED FURTHER THAT , without prejudice to the generality of the above resolution, the CCDs shall be subject to the terms and conditions as prescribed under the applicable laws, including but not limited to the following:

Issuer	Peninsula Land Limited
Proposed Investor	Delta Corp Limited
Mode of Issue and Allotment	The CCDs shall be allotted on a preferential basis in terms of the ICDR Regulations and in accordance with the provisions of the Act and other applicable laws.
Allotment Date	Allotment date means the date on which CCDs are allotted as per the provision of the Act, ICDR Regulation and other applicable law for the time being in force.
Relevant Date	The Relevant Date (as under the ICDR Regulations) for the purpose of calculating the price of the equity shares to be issued upon conversion of the CCDs shall be date 24thNovember 2023 which is the last working day 30 (thirty) days prior to the proposed date of passing of the shareholders’ resolution approving the preferential allotment of the CCDs.
Number of CCDs to be Allotted	77,27,000
Face Value of each CCD	Rs. 44/- each
Total value of CCDs to be allotted	Rs. 33,99,88,000/-
Amount Payable with Application	Rs. 33,99,88,000/-
Security	Unsecured
Interest / Coupon Rate	0%

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

4

==> picture [222 x 58] intentionally omitted <==

CONVERSION OF CCDs INTO ADDITIONAL EQUITY SHARES:

A. Date of Conversion:	April 16, 2025 (“Conversion Date”)
B. Ratio and Price of Conversion	(i) The CCDs shall be converted into equity shares in the ratio of 1 (one) fully paid equity share of face value of Rs. 2/- at a conversion price of Rs. 44/- (Rupees Forty-Four only) each (“Additional Equity Shares”) onApril 16, 2025, for cash consideration, at a price of Rs. 44/- (Rupees Forty-Four only) per CCD.
	(ii) the conversion price and ratio have been determined in compliance with the ICDR Regulations with respect to the Relevant Date, i.e., 24thNovember 2023, adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger or any such capital or corporate restructuring (“Conversion Price”).
C. Actions pursuant to Conversion	(i) the CCDs shall be converted into equity shares at the Conversion Price and ratio as mentioned in (B) above on the Conversion Date.
	(ii) The Issuer shall make an application for obtaining the final listing and trading approval from the BSE and NSE in relation to the Additional equity shares issued and allotted in favour of

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

5

==> picture [222 x 58] intentionally omitted <==

	the Proposed Investor.
	(iii) Upon the receipt of the final listing approval from BSE and NSE, the Issuer shall file an application with the relevant depository for dematerialisation of the equity shares issued and allotted to the Proposed Investor.
	(iv) The Issuer shall issue instructions to the relevant depository participant for credit of the equity shares issued and allotted to the Proposed Investor to the relevant Proposed Investor’s demat account in dematerialized form.
D. Procedure for Conversion	(i) The Issuer shall bear the stamp duty and all other expenses arising on or in connection with the conversion of any CCDs or the issuance of equity shares upon conversion thereof (including all stamping expenses, issue, registration, or similar taxes imposed pursuant to applicable Indian law, charges of any registrar or agent and transfer costs, if any, costs and charges relating to increase in authorized capital of the Issuer).
	(ii) A request for conversion of CCDs shall be deemed to have been made on the Conversion Date.

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

6

==> picture [222 x 58] intentionally omitted <==

E. No impairment of Rights	The Issuer shall take all such action as may be necessary or appropriate to protect the conversion rights of the Proposed Investor against any impairment of such right.
F. Pari‐passu Ranking	The additional equity shares to be allotted consequent to conversion of CCDs shall rank pari-passu with the existing equity shares of the Issuer.
G. Voting Right	The CCD shall not carry any voting rights.
H. Lock In	The CCDs, and the additional equity shares to be allotted pursuant to conversion of the CCDs, will be subject to applicable lock-in restrictions, as stipulated under the SEBI Regulations.
I. Capital Restructuring	In the event that the Company undertakes any form of restructuring of its share capital (“Capital Restructuring”) including but not limited to: (i) consolidation or sub-division or splitting up of its equity shares, (ii) issue of bonus shares; (iii) issue of equity shares in a scheme of arrangement (including amalgamation or demerger); (iv) reclassification of shares or variation of rights into other kinds of equity shares of the Company; and (v) issue of right shares, the Conversion Price shall be adjusted accordingly in a manner that the holders of the CCDs shall upon conversion of the

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

7

==> picture [222 x 58] intentionally omitted <==

CCDs, receives such number of equity shares that the holders of the CCD would have been entitled to receive immediately after occurrence of any such Capital Restructuring had the conversion of the CCD occurred immediately prior to the occurrence of such Capital Restructuring.

RESOLVED FURTHER THAT , without prejudice to the generality of the above resolution, the Additional Equity Shares shall be subject to the terms and conditions as prescribed under the applicable laws, including but not limited to the following:

• (a) the Additional Equity Shares shall be subject to the applicable laws as well as the memorandum of association and articles of the association of the Company and shall rank pari passu in all respects with the existing fully paid-up equity shares of face value of Rs. 2/- (Indian Rupees Two only) each of the Company including with respect to entitlement to dividend, voting powers and distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company.

• (b) the Additional Equity Shares to be allotted to the Proposed Investor shall be under lock-in as prescribed under the applicable provisions of the ICDR Regulations.

• (c) the Additional Equity Shares shall be allotted on the Conversion Date and credited to the holder of CCDs within a period of 15 (fifteen) days from the Conversion Date.

• (d) the Company shall procure the listing and trading approvals for the Additional Equity Shares to be allotted to the Proposed Investor from the Stock Exchange(s) in accordance with the Listing Regulations and all other applicable laws, rules and regulations; and

• (e) the allotment of Additional Equity Shares shall be made in dematerialized form.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

8

==> picture [222 x 58] intentionally omitted <==

RESOLVED FURTHER THAT , the Board be and is hereby authorized to make an offer to the Proposed Investor through the issuance of private placement offer letters in Form PAS – 4 as prescribed under the Act after passing of this resolution with a stipulation that the allotment would be made only upon receipt of requisite approvals including the in-principle approval from the Stock Exchanges (i.e., the BSE Limited and the National Stock Exchange of India Limited), receipt of the consideration as aforesaid and within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT monies received by the Company from the Proposed Investor pursuant to this private placement shall be kept by the Company in a separate bank account opened by the Company with the scheduled commercial bank and shall be utilized by the Company in accordance with Section 42 of the Act.

RESOLVED FURTHER THAT subject to the provisions of the ICDR Regulations and other applicable laws, the Board be and is hereby authorized to decide and approve the terms and conditions of the issuance of the Equity Shares, CCDs and the Additional Equity Shares and to vary, modify or alter any of the terms and conditions, including size of the issue, as it may, in its sole and absolute discretion, deem fit and expedient.

RESOLVED FURTHER THAT , for the purpose of giving effect to this resolution and for the purpose of the issuance and allotment of the Equity Shares, CCDs and Additional Equity Shares and the listing of the Equity Shares and the Additional Equity Shares on Stock Exchange(s), the members of the Board be and are hereby authorized to do all such acts, deeds, matters and things as it may in its sole discretion consider necessary, desirable or expedient including making application to the Stock Exchanges for obtaining in-principle approval, listing and trading approvals, filing of requisite documents/making declarations with the Ministry of Corporate Affairs, Securities and Exchange Board of India, Depository/(ies) or any other statutory authority or Stock Exchanges and any other deed, document, declaration as may be required under the applicable laws, and to resolve and settle any questions and difficulties that may arise in the proposed issuance, offer and allotment of the Equity Shares, CCDs and Additional

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

9

==> picture [222 x 58] intentionally omitted <==

Equity Shares, the utilization of proceeds and signing of all deeds and documents, as may be required, without being required to seek any further consent or approval of the members.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any committee of the Board already constituted or to be constituted or any Director(s) or Officer(s) of the Company and to generally do all such acts, deeds, matters and things as may be required in connection with the aforesaid resolutions, including making necessary filings with the Stock Exchanges, Registrar of Companies and regulatory authorities and execution of any deeds and documents for and on behalf of the Company and to represent the Company before any governmental authorities or Stock Exchanges and to appoint any merchant bankers or other professional advisors, consultants and legal advisors, to give effect to the aforesaid resolution.”

For Peninsula Land Limited

Sd/‐

Mukesh Gupta

Company Secretary

Mem. No.: F6959

Date: 30:11.2023 Place: Mumbai

Registered Office:

1401, 14[th] Floor, Tower-B, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400013

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

10

==> picture [222 x 58] intentionally omitted <==

NOTES:

1. In view of circulars issued by the Ministry of Corporate Affairs (MCA) vide General Circular No. 14/2020 dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 19/2021, General Circular No. 20/2021 dated December 08, 2021, General Circular no. 21/2021 dated December 14, 2021, General Circular No. 03/2022 dated May 05, 2022, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 (“MCA Circulars”) and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Circular number SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 (“SEBI Circulars”), the forthcoming EOGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EOGM through VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020, May 05, 2020 and May 05, 2022 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by NSDL.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

11

==> picture [222 x 58] intentionally omitted <==

1. The Members can join the EOGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1,000 members on first come first served basis. This will not include large Members (i.e. shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

2. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

3. Pursuant to MCA Circular no. 14/2020 dated April 8, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this EOGM. However, the Body Corporates are entitled to appoint authorised representatives by uploading a duly certified copy of the board resolution authorizing their representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.

4. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EOGM has been uploaded on the website of the Company at www.peninsula.co.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

5. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, setting out material facts in respect of the Item No. 1 and 2 is annexed hereto.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

12

==> picture [222 x 58] intentionally omitted <==

1. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of EOGM. Members seeking to inspect such documents can send an email to investor@peninsula.co.in.

2. In case of joint holders attending the Meeting, the member whose name appears as the first holder in the order of names as per Register of Members will be entitled to vote.

3. Since the EOGM will be held through VC/OAVM in accordance with the Circulars, the route map is not attached to this Notice.

4. Mr. Divyesh. N. Vanpariya, proprietor of M/s. DNV & Associates, Practising Company Secretaries has been appointed as the scrutinizer to scrutinize the remote e-voting and e-voting process on the date of EOGM in a fair and transparent manner.

5. The Scrutinizer shall submit a consolidated Scrutinizer’s Report (votes casted during the EOGM and votes casted through remote e-voting) of the total votes cast in favour of or against, if any, not later than 48 hours after the conclusion of the EOGM to the Chairperson of the Company. The Chairperson, or any other person authorised by her, shall declare the result of the voting. The result declared along with the consolidated Scrutinizer’s Report shall be simultaneously placed on the Company’s website www.peninsula.co.in and on the website of NSDL and communicated to the BSE Limited and National Stock Exchange of India Limited.

6. The resolution shall be deemed to be passed on the date of EOGM, subject to the receipt of sufficient votes.

14. THE INSTRUCTIONS TO MEMBERS FOR REMOTE E‐VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on Thursday, December 21, 2023, at 09:00 A.M. and ends on Monday, December 25, 2023, at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

13

==> picture [222 x 58] intentionally omitted <==

The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., Tuesday, December 19, 2023, may cast their vote electronically. The voting right of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, December 19, 2023.

How do I vote electronically using NSDL e‐Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

‐ Step 1: Access to NSDL e Voting system

A) Login method for e‐Voting and joining virtual‐meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat

mode is given below:

mode is given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under “Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

14

==> picture [222 x 58] intentionally omitted <==

2.

3.

	services. Click on“Access to e‐Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectRe g.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.	services. Click on“Access to e‐Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectRe g.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

15

==> picture [222 x 58] intentionally omitted <==

4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

16

==> picture [222 x 58] intentionally omitted <==

	3. 4.	If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e- Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e- Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

17

==> picture [222 x 58] intentionally omitted <==

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log‐in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log‐in to NSDL eservices after using your log‐in credentials, click on e‐Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

18

==> picture [222 x 58] intentionally omitted <==

c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company, For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

19

==> picture [222 x 58] intentionally omitted <==

‐ Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system

‐ How to cast your vote electronically and join General Meeting on NSDL e

Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to divyeshvanpariya88@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

20

==> picture [222 x 58] intentionally omitted <==

clicking on “ Upload Board Resolution / Authority Letter ” displayed under “ e‐ Voting ” tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 48867000 and 022 - 24997000 or send a request to Ms. Pallavi Mhatre Manager at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e‐voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investor@peninsula.co.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor@peninsula.co.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method -

explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

21

==> picture [222 x 58] intentionally omitted <==

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 09, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e‐VOTING ON THE DAY OF THE EGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM

ARE AS UNDER:

• i. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e‐Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

22

==> picture [222 x 58] intentionally omitted <==

against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e- Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

• ii. Members are encouraged to join the Meeting through Laptops for better experience.

• iii. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• iv. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

By Order of the Board

For Peninsula Land Limited

Sd/‐

Mukesh Gupta

Company Secretary

Mem No.: F6959

Registered Office:

1401, 14[th] Floor, Tower-B,

Peninsula Business Park, Ganpatrao Kadam Marg,

Lower Parel, Mumbai-400013

Place: Mumbai

Date: 30.11.2023

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

23

==> picture [222 x 58] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 SETTING OUT ALL MATERIAL FACTS:

ANNEXURE TO NOTICE ‐ STATEMENT U/S 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD – 2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA AS APPROVED BY CENTRAL GOVERNMENT ON GENERAL MEETINGS (SS‐2)

The following statement contains all material facts relating to the Special Business, as set out in this Notice.

1. The Equity Shares (defined below) and the Compulsorily Convertible Debentures (CCDs) (defined below) of Peninsula Land Limited (the “ Company ”) are proposed to be issued to Delta Corp Limited (DCL), a member of the Promoter Group of the Company (the “ Proposed Investor ”) by way of a preferential issue through private placement in accordance with the provisions of Section 62 read with Section 23, 42, 71 and other applicable provision of the Companies Act, 2013 ( “ Act ”), the Companies (Share Capital and Debentures) Rules, 2014 (the “ Share Capital Rules ”), the Companies (Prospectus and Allotment of Securities) Rules, 2014 (the “ PAS Rules ”) and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ ICDR Regulations ”).

2. Disclosures required to be made in terms of Rule 13 of the Share Capital Rules are given below:

Sr. Requireme Disclosure No. nt 1. Objects of The purpose and objective of the funds to be raised by way of the issue the Proposed Issue of Subscription Securities:  Funding of the business growth initiatives of the company. PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

24

==> picture [222 x 58] intentionally omitted <==

2.	The		total	(a) Equity Shares:
	number		of	1,50,00,000 (One Crore Fifty Lakh) equity shares of the
	shares		and	Company of the face value of Rs. 2/- (Rupees Two only) each,
	other			each fully paid-up (“Equity Shares”); and
	securities to			(b) CCDs:
	be issued			77,27,000 (Seventy-Seven Lakh Twenty-Seven Thousand) 0%
				unsecured Compulsorily Convertible Debentures (“CCDs”) of
				the Company of face value Rs. 44/- (Rupees Forty-Four Only)
				each convertible in to 1 (one) fully paid-up equity share of the
				face value Rs. 2/- (Rupees Two only) at a conversion price of
				Rs. 44/- (Rupees Forty-Four only) each (“Additional Equity
				Shares”) onApril 16, 2025, for cash consideration, at a price
				of Rs. 44/- (Rupees Forty-Four only) per CCD.
3.	The price or			(a) Equity Shares: Each Equity Share is of a face value of
	price	band		Rs. 2/- (Rupees Two only) each and is proposed to be
	at/within			issued at a premium of Rs. 42/- (Rupees Forty-Two only)
	which		the	per such Equity Share.
	allotment is
	proposed			(b) CCDs:Each CCD is proposed to be issued at price of Rs. 44/-
				(Rupees Forty-Four only). Each CCD is convertible into 1
				(one) fully paid-up equity share of the Company (each such
				equity share to be issued on conversion of the CCD, an
				“Additional Equity Share”).
4.	Basis		on	The price is in compliance with the provisions of the ICDR
	which		the	Regulations and is higher than the prices computed in terms of
	price		has	the following:
	been			(a) in terms of Regulation 164(1) of the ICDR Regulations, the
	arrived		at	price calculated as the higher of the 90 trading days’
	along		with	volume weighted average price (VWAP) and the 10 trading

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

25

==> picture [222 x 58] intentionally omitted <==

report of days’ volume weighted average price (VWAP), of the the equity shares of the Company, preceding the “ Relevant Registered Date ” (see below) is Rs. 43.29 (Rupees Forty Three Point Valuer Two Nine only) on the National Stock Exchange (NSE) in which the equity shares of the Company is listed and in which the highest trading volume in respect of the equity shares of the Company; and

(b) in terms of Regulation 166A(1) of the ICDR Regulations, a valuation report dated November 29, 2023 has been obtained from an approved valuer, CA Rashmi Shah, Registered Valuer (Securities or Financial Assets) with Registration No.: IBBI/RV/06/2018/10240, setting out the fair valuation of the Equity Shares and CCDs (the “ Valuation Report ”). As per the Valuation Report of approved valuer, the price determined per equity share is Rs. 43.52- (Rupees Forty three and paise fifty two only), as on the “ Cut‐off Date ” (see below).

1. Relevant The Relevant Date (as under the ICDR Regulations) for the date with purpose of calculating the price of the equity shares is 24[th] reference to November 2023, which is the last working day 30 (thirty) days which the prior to the date of proposed passing of the shareholders’ price has resolution approving the preferential allotment. been arrived at The “ Cut‐off‐Date ” in terms of the Valuation Report, basis which the price has been determined is November 24, 2023. 6. The class or The issuance and allotment of the Equity Shares and the CCDs classes of are proposed to be made to the Proposed Investor. The persons to Proposed Investor is a member of the Promoter Group of the whom the Company.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

26

==> picture [222 x 58] intentionally omitted <==

allotment is

proposed to be made

1. Intention of The Proposed Investor is a member of the Promoter Group of promoters, the Company. None of the other Promoter(s) of the Company directors or or other members of the Promoter Group of the Company key (Other than the Proposed Investor) or the Directors of the managerial Company or the key managerial personnel of the Company personnel to propose to subscribe to the Equity Shares or the CCDs. subscribe to

the offer

The Equity Shares and CCDs shall be allotted within a period of 15 (fifteen) days from the date of passing of the special resolution. Notwithstanding the foregoing, if the allotment is subject to the receipt of any approval from any regulatory/statutory authority for such allotment including the in-principal approval of the Stock Exchanges, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approval.

1. The proposed time within which the allotment shall be completed

Delta Corp Limited (i.e., the Proposed Investor) is a member of the Promoter Group of the Company and will hold the following percentage of the total and pre and post issue paid up share capital of the Company:

1. The names of the Proposed Investor and the percentage of post preferential offer capital that may be held by

	Name of the Propos ed Investo	Pre- Preferential Issue	Post-Preferential Issue of Equity Shares	Post preferential issue of equity shares and conversion of

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

==> picture [76 x 31] intentionally omitted <==

27

==> picture [222 x 58] intentionally omitted <==

them	r					CCDs	CCDs
		No. of Equit y Share s	%	No. of Equity Shares	%	No. of Equity Shares	%
	Delta Corp Limited	48000	0.02	15048000	4.88	22775000	7.20

Notes:

1. The Company proposes to issue 1,50,00,000 (One Crore Fifty Lakh) equity shares and 77,27,000 (Seventy Seven Lakh Twenty Seven Thousand) CCDs through preferential issue;

2. The Company proposes to issue 77,27,000 (Seventy Seven Lakh Twenty Seven Thousand) CCDs convertible into 77,27,000 (Seventy Seven Lakh Twenty Seven Thousand) equity shares and the same will be converted on April 16, 2025;

3. The post issue shareholding percentage of the proposed Investor as stated above, is computed without considering any other issue of shares in the interim period;

4. Company had issued and allotted 1,53,00,000 warrants on 22[nd] March 2023 in respect of which the conversion right has not yet been exercised by the holder thereof.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

28

==> picture [222 x 58] intentionally omitted <==

1. The change There will be no change in the control of the Company, as a in control, if result of the Proposed Transaction including the conversion of any, in the the CCDs into the Additional Equity Shares. company that would occur consequent to the preferential offer

2. The number The Company has not made any allotment of any securities on of persons a preferential basis during the financial year 2023-24 till date. to whom allotment on a preferential basis has already been made during the year, in terms of number of

securities as

well as price

1. The Not applicable, since the issuance and allotment of the Equity justification Shares and the CCDs is being made for consideration in cash. for the allotment

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

29

==> picture [222 x 58] intentionally omitted <==

proposed to be made for consideratio n other than cash together with valuation report of the registered valuer. 13. The prePlease see Annexure A . issue and post-issue shareholdin g pattern of the company

1. Please see below the disclosures required to be made in terms of Rule 14 of the PAS Rules:

S. No.	Requirement	Requirement		Disclosure
1.	Particulars	of	the	Please refer point no. 2 of paragraph 2 above
	offer including date
	of passing	of Board		The date of passing of the resolution of the Board
	resolution			approving the issuance of the Equity Shares and
				the CCDs is November 30, 2023.

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

30

==> picture [222 x 58] intentionally omitted <==

1. Kinds of securities Please refer point no. 2 and 3 of paragraph 2 offered and the price above at which security is being offered

2. Basis or justification The price is determined in compliance with the for the price ICDR Regulations. Please refer point no. 3 and 4 (including premium, of paragraph 2 above if any) at which the offer or invitation is being made

3. Name and address of The price computation in terms of Regulation valuers who 164(1) of the ICDR Regulations, has been performed valuation undertaken by Mr. Divyesh N Vanpariya, Proprietor of DNV & Associates, (ACS No. A41999), Practicing Company Secretaries, having their address at 38, Shreeji Shopping Arcade, Opp. Sanjog Hotel, M G Road, Borivali East, Mumbai - 400066.

The valuation report in terms of Regulation 166A(1) of the ICDR Regulations has been prepared by CA Rashmi Shah, Registered Valuer (Securities or Financial Assets) with Registration No.: IBBI/RV/06/2018/10240, having their address at 702, Shah Trade Centre, Malad East, Mumbai – 400097

1. Amount which the The aggregate amount intended to be raised company intends to pursuant to the Proposed Transaction is raise by way of such Rs. 99,99,88,000/- (Rupees Ninety Nine Crore

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

31

==> picture [222 x 58] intentionally omitted <==

securities 6. Material terms of raising such securities 7. Proposed time schedule 8. Purposes or objects of offer

Ninety Nine Lakh Eighty Eight Thousand only) Equity Shares: The Equity Shares shall rank_pari_ _passu_in all respects with the existing fully paid- up equity shares of face value of Rs. 2/- (Rupees Two only) each of the Company including with respect to entitlement to dividend, voting powers and distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company. CCDs: Issue, allotment and conversion of CCDs will be in accordance with terms set out inAnnexure B. As required under the ICDR Regulations, the Equity Shares and the CCDs shall be allotted by the Company within a period of 15 (fifteen) days from the date of passing of the resolution at this Extra-Ordinary General Meeting of the Company. Provided that where the allotment is subject to receipt of any approval for such allotment from any regulatory/ statutory authority including in- principle approval from the Stock Exchanges for the Proposed Transaction, the allotment will be completed within a period of 15 (fifteen) days from the date of receipt of last of such approval(s). Please refer point no. 1 of Paragraph 2 above.

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

32

==> picture [222 x 58] intentionally omitted <==

1. Contribution being The Proposed Investor is a member of the made by the Promoter Group of the Company. None of the promoters or other Promoter(s) of the Company or other directors either as members of the Promoter Group of the Company part of the offer or (Other than Proposed investor) or the Directors separately in of the Company or the key managerial personnel furtherance of of the Company propose to subscribe to Equity objects Shares or the CCDs. 10. Principal terms of Not applicable. assets charged as securities:

2. Disclosures required to be made in terms of Regulation 163(1) of the ICDR Regulations are given below:

S. No.	Requirement	Disclosure
1.	Objects of the	Please refer Point No. 1 of Paragraph 2 above.
	preferential issue
2.	Maximum number of	Please refer Point No. 2 of Paragraph 2 above.
	specified securities to
	be issued
3.	Intent of the	Please refer Point No. 7 of Paragraph 2 above.
	promoters, director,
	key managerial
	personnel or senior
	management of the
	issuer to subscribe to
	the offer

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

33

==> picture [222 x 58] intentionally omitted <==

4. Shareholding pattern of the issuer before and after the preferential issue 5. Time frame within which the preferential issue will be completed 6. The identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee 7. The percentage of post preferential issue capital that may be held by the allottee(s) and the change in control, if any, in the issuer consequent to the preferential issue. 8. The current and proposed status of the allottee post the

Please seeAnnexure A. Please refer Point No. 8 of Paragraph 2 above. Not Applicable - As the proposed investor i.e., Delta Corp Limited is a Listed entity. Please refer Point No. 9 and 10 of Paragraph 2 above. Prior to the issuance and allotment: The Proposed Investor is a member of the

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

34

==> picture [222 x 58] intentionally omitted <==

preferential issues Promoter Group of the Company. namely, promoter or non-promoter. Post to the issuance and allotment : The Proposed Investor will continue to be a member of the Promoter Group of the Company.

1. Neither the Company nor any Promoter of the Company nor any member of the Promoter Group of the Company appears in the list of wilful defaulters categorized by any bank or financial institution or consortium thereof, and therefore, the Company is not required to submit the disclosures under Schedule VI of the ICDR Regulations.

2. Lock‐in Period : The existing Equity Shares of the Proposed Investor, the Equity shares and CCDs and the Additional Equity Shares proposed to be allotted to the Proposed Investor shall be subject to ‘lock-in’ as prescribed under the applicable provisions of the ICDR Regulations.

3. The Company is in compliance with the conditions of continuous listing of equity shares as specified in the Listing Agreement with the stock exchange(s) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. The Company has obtained the Permanent Account Numbers of the Proposed Investor, i.e., the proposed investor to whom the Equity Shares and the CCDs are proposed to be allotted.

5. The Company will make an application to the Stock Exchanges for seeking their in-principle approval for the Proposed Transaction.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

35

==> picture [222 x 58] intentionally omitted <==

1. No Promoter of the Company or member of the Promoter Group of the Company including the Proposed Investor has sold any equity shares of the Company during the 90 (ninety) trading days period before the “ Relevant Date ” (i.e., November 24, 2023, being a last trading day falling 30 days prior to the date of this Extra-Ordinary General Meeting of the Company (scheduled to be held on December 26, 2023).

2. The Proposed Subscriber is not a ‘qualified institutional buyer’.

12. Undertakings :

• (a) None of the Promoters of the Company or the members of the Promoter Group of the Company or directors of the Company are a fugitive economic offender or a wilful defaulter or a fraudulent borrower.

• (b) The Company shall re-compute the price of the relevant securities to be allotted under this preferential allotment in terms of the provisions of ICDR Regulations where it is required to do so, including pursuant to provisions of the ICDR Regulations.

• (c) As the equity shares of the Company have been listed for a period of more than 90 (ninety) trading days as on the Relevant Date, the provisions of Regulation 164(3) and Regulation 167(5) of ICDR Regulations governing re-computation of price shall not be applicable.

• (d) If the amount payable on account of the re-computation of price is not paid within the time stipulated in the ICDR Regulations, the relevant securities to be allotted under the preferential allotment shall continue to be locked-in till the time such amount is paid by the Proposed Investor.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

36

==> picture [222 x 58] intentionally omitted <==

• (e) The Company does not have any outstanding dues to SEBI, the stock exchanges or the depositories.

• In terms of the Act and the ICDR Regulations, approval of the members of the Company is being sought by way of a Special Resolution for the issuance of Equity Shares and CCDs, on a preferential basis by way of a private placement.

• The valuation report obtained in terms of Regulation 166A(1) of the ICDR Regulations issued by CA Rashmi Shah, Registered Valuer (Securities or Financial Assets) with Registration No.: IBBI/RV/06/2018/10240 is available to the members of the Company for inspection electronically from the date of circulation of this notice up to the date of the Extra-Ordinary General Meeting. The same is available on the website of the Company at the following link: www.peninsula.co.in.

• The Company has obtained a certificate dated November 29, 2023 issued by Mr. Divyesh N Vanpariya, Proprietor of M/s. DNV & Associates, (ACS No. A41999), Practicing Company Secretaries, certifying that the Proposed Transaction is being made in accordance with the ICDR Regulations, as required under Regulation 163(2) of the ICDR Regulations. This certificate available to the members of the Company for inspection electronically from the date of circulation of this notice up to the date of the Extra-Ordinary General Meeting. The same is available on the website of the Company at the following link: www.peninsula.co.in.

• Pursuant to the Proposed Issue of Subscription Securities and in accordance with Rule 14(1) of the PAS Rules, no offer or invitation of any securities is being made to a body corporate incorporated in, or a national of, a country which shares a land border with India.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

37

==> picture [222 x 58] intentionally omitted <==

The Board hereby recommends the resolution, as set forth in Item No. 1 of this Notice, for approval by the members of the Company by way of a “ Special Resolution ”.

None of the Directors or Key Managerial Personnel of the Company or their relatives except Ms. Urvi A. Piramal, Mr. Rajeev A. Piramal and Mr. Nandan A. Piramal are concerned or interested in this resolution.

---

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

38

==> picture [222 x 58] intentionally omitted <==

Annexure A

Shareholding pattern before and after the proposed preferential issue of Equity Shares and 0% unsecured Compulsorily Convertible Debentures (CCDs):

Sr.No.		Category of Shareholders	Pre‐Preferential Issue	Pre‐Preferential Issue	Preferential Issue	Preferential Issue	Post Preferential issue of equity shares and conversion of CCDs*	Post Preferential issue of equity shares and conversion of CCDs*
			No. of Equity Shares		Equity	CCDs to	No. of	%
				%	Shares to be allotted	be	Equity
						allotted	Shares
A1 A B C		Promoter and Promoter Group Indian Individuals/Hindu undivided Family Urvi Piramal Jaydev Mukund Mody Rajeev Ashok Piramal Nandan Ashok Piramal Harshvardhan Ashok Piramal Kalpana Singhania Financial Institutions/ Banks Any Other (specify) Anjali Mody Family Private Limited Aditi Mody Family Private Limited	30,92,015 4,18,00,000 9,21,365 9,21,365 9,21,365 30,000 - 13,24,000 13,24,000	1.05 14.23 0.31 0.31 0.31 0.01 - 0.45 0.45	- - - - - - - - -	- - - - - - - - -	30,92,015 4,18,00,000 9,21,365 9,21,365 9,21,365 30,000 - 13,24,000 13,24,000	0.98 13.21 0.29 0.29 0.29 0.01 - 0.42 0.42
PENINSULA LAND LIMITED 1401, 14thFloor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India. Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

39

==> picture [222 x 58] intentionally omitted <==

PENINSULA LAND LIMITED 1401, 14thFloor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India. Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005 Aarti Pandit Family Private Limited 13,13,092 0.45 - - 13,13,092 0.41 Powerjet Carriers And Transporters Pvt Ltd 66,414 0.02 - - 66,414 0.02 Ashok Piramal Group Real Estate Trust through its Trustee Ms. Urvi A. Piramal Miranda Tools Private Limited 12,03,10,717 1,45,00,000 40.96 4.94 - - - - 12,03,10,717 1,45,00,000 38.02 4.58 Delta Corp Limited 48,000 0.02 1,50,00,000 77,27,000 2,27,75,000 7.20 Sub‐Total (A)(1) 18,65,72,333 63.52 1,50,00,000 77,27,000 20,92,99,333 66.14 2 Foreign A Individuals (Non- Resident Individuals/ Foreign Individuals) -- -- - - - - B Government -- -- - - - - C Institutions -- -- - - - - D Foreign Portfolio Investor -- -- - - - - E Any Other (specify) -- -- - - - - Sub‐Total (A)(2) -- -- -- -- -- -- Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 18,65,72,333 63.52 1,50,00,000 77,27,000 20,92,99,333 66.14 Public Shareholder 1 Institutions A Mutual Funds 4,795 0.00 - - 4,795 0.00 B Venture Capital Funds - - - - - - C Alternate Investment - - - - - -		Aarti Pandit Family Private Limited Powerjet Carriers And Transporters Pvt Ltd Ashok Piramal Group Real Estate Trust through its Trustee Ms. Urvi A. Piramal Miranda Tools Private Limited Delta Corp Limited Sub‐Total (A)(1) Foreign Individuals (Non- Resident Individuals/ Foreign Individuals) Government Institutions Foreign Portfolio Investor Any Other (specify) Sub‐Total (A)(2)	13,13,092 66,414 12,03,10,717 1,45,00,000 48,000 18,65,72,333 -- -- -- -- -- --	0.45 0.02 40.96 4.94 0.02 63.52 -- -- -- -- -- --	- - - - 1,50,00,000 1,50,00,000 - - - - - --	- - - - 77,27,000 77,27,000 - - - - - --	13,13,092 66,414 12,03,10,717 1,45,00,000 2,27,75,000 20,92,99,333 - - - - - --	0.41 0.02 38.02 4.58 7.20 66.14 - - - - - --
		Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) Public Shareholder Institutions Mutual Funds Venture Capital Funds Alternate Investment	18,65,72,333 4,795 - -	63.52 0.00 - -	1,50,00,000 - - -	77,27,000 - - -	20,92,99,333 4,795 - -	66.14 0.00 - -

40

==> picture [222 x 58] intentionally omitted <==

D E		Funds Foreign Venture Capital Investors Foreign Portfolio Investors	- 33,406	- 0.01	- -	- -	- 33,406	- 0.01
F G H I 2 3 A B C D E		Financial Institutions/ Banks Insurance Companies Provident Funds/ Pension Funds Any Other (specify) Sub‐Total (B)(1) Central Government/ State Government(s)/ President of India Sub‐Total (B)(2) Non‐institutions: Individuals NBFCs registered with RBI Employee Trusts Overseas Depositories (holding DRs) (balancing figure) Any Other (specify) Investor Education and Protection Fund Hindu Undivided Family Trusts	7,13,844 20,38,860 - 27,90,905 500 27,91,405 8,36,78,911 - - - 27,58,251 51,79,274 1,02,400	0.24 0.69 - 0.94 0.00 0.94 28.49 - - - 0.94 1.76 0.03	- - - - - - - - - - - - -	- - - - - - - - - - - - -	7,13,844 20,38,860 - 27,90,905 500 27,91,405 8,36,30,911 - - - 27,58,251 51,79,274 1,22,400	0.23 0.64 - 0.93 0.00 - 26.44 - - - 0.87 1.64 0.03
PENINSULA LAND LIMITED 1401, 14thFloor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India. Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

41

==> picture [222 x 58] intentionally omitted <==

	Non Resident Indians Foreign Companies LLP Clearing Member Bodies Corporate Unclaimed or Suspense or Escrow Account Sub‐Total (B)(3) Total Public Shareholding (B)=(B)(1)+(B)(2)+ (B)(3)	15,48,400 50 4,29,011 15,33,592 91,55,593 10,71,76,887	0.53 0.00 0.15 0.52 3.12 36.49	- - - - - ‐	- - - - - **‐ **	15,48,400 50 4,29,011 9,56,541 91,56,093 10,71,76,887	0.49 0.00 0.14 0.48 2.89 33.86
	Total shareholding (A+B)	29,37,01,220	100.00	**1,50,00,000 **	77,27,000	31,64,28,220	100.00

• (*) Assuming full conversion of Debentures into Equity shares issued through this Notice. Notes:

1. The Company proposes to issue 1,50,00,000 (One Crore Fifty Lakh) equity shares and 77,27,000 (Seventy Seven Lakh Twenty Seven Thousand) CCDs through preferential issue;

2. The Company proposes to issue 77,27,000 (Seventy Seven Lakh Twenty Seven Thousand) CCDs convertible into 77,27,000 (Seventy Seven Lakh Twenty Seven Thousand) equity shares and the same will be converted on April 16, 2025;

3. The post issue shareholding percentage of the proposed Investor as stated above, is computed without considering any other issue of shares in the interim period;

4. Company had issued and allotted 1,53,00,000 warrants on 22[nd] March 2023 in respect of which the conversion right has not yet been exercised by the holder thereof.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

42

==> picture [222 x 58] intentionally omitted <==

Annexure‐B

Issue, allotment and conversion of CCDs into Equity shares

Issuer	Peninsula Land Limited
Proposed Investor	Delta Corp Limited
Mode of Issue and Allotment	The CCDs shall be allotted on a preferential basis in terms of the ICDR Regulations and in accordance with the provisions of the Act and other applicable laws.
Allotment Date	Allotment date means the date on which CCDs are allotted as per the provision of the Act, ICDR Regulation and other applicable law for the time being in force.
Relevant Date	The Relevant Date (as under the ICDR Regulations) for the purpose of calculating the price of the equity shares to be issued upon conversion of the CCDs shall be date 24thNovember 2023 which is the last working day 30 (thirty) days prior to the proposed date of passing of the shareholders’ resolution approving the preferential allotment of the CCDs.
Number of CCDs to be Allotted	77,27,000
Face Value of each CCD	Rs. 44/- each
Total value of CCDs to be allotted	Rs. 33,99,88,000/-
Amount Payable with Application	Rs. 33,99,88,000/-
Security	Unsecured
Interest / Coupon Rate	0%

PENINSULA LAND LIMITED	Phone	: +91 22 6622 9300
1401, 14thFloor, Tower-B,	Fax	: +91 22 6622 9302
Peninsula Business Park,	Email	: info@peninsula.co.in
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

43

==> picture [222 x 58] intentionally omitted <==

CONVERSION OF CCDs INTO ADDITIONAL EQUITY SHARES:

A. Date of Conversion:	April 16, 2025 (“Conversion Date”)
B. Ratio and Price of Conversion	(i) The CCDs shall be converted into equity shares in the ratio of 1 (one) fully paid equity share of face value of Rs. 2/- at a conversion price of Rs. 44/- (Rupees Forty-Four only) each (“Additional Equity Shares”) on April 16, 2025, for cash consideration, at a price of Rs. 44/- (Rupees Forty-Four only) per CCD.
	(ii) the conversion price and ratio have been determined in compliance with the ICDR Regulations with respect to the Relevant Date, i.e., 24thNovember 2023, adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger or any such capital or corporate restructuring (“Conversion Price”).
C. Actions pursuant to Conversion	(i) the CCDs shall be converted into equity shares at the Conversion Price and ratio as mentioned in (B) above on the Conversion Date.
	(ii) the Issuer shall make an application for obtaining the final listing and trading approval from the BSE and NSE in relation to the Additional equity shares issued and allotted in favour of the

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

44

==> picture [222 x 58] intentionally omitted <==

	Proposed Investor.
	(iii) Upon the receipt of the final listing approval from BSE and NSE, the Issuer shall file an application with the relevant depository for dematerialisation of the equity shares issued and allotted to the Proposed Investor.
	(iv) The Issuer shall issue instructions to the relevant depository participant for credit of the equity shares issued and allotted to the Proposed Investor to the relevant Proposed Investor’s demat account in dematerialized form.
D. Procedure for Conversion	(i) The Issuer shall bear the stamp duty and all other expenses arising on or in connection with the conversion of any CCDs or the issuance of equity shares upon conversion thereof (including all stamping expenses, issue, registration, or similar taxes imposed pursuant to applicable Indian law, charges of any registrar or agent and transfer costs, if any, costs and charges relating to increase in authorized capital of the Issuer).
	(ii) A request for conversion of CCDs shall be deemed to have been made on the Conversion Date.

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

45

==> picture [222 x 58] intentionally omitted <==

E. No impairment of Rights	The Issuer shall take all such action as may be necessary or appropriate to protect the conversion rights of the Proposed Investor against any impairment of such right.
F. Pari‐passu Ranking	The additional equity shares to be allotted consequent to conversion of CCDs shall rank pari-passu with the existing equity shares of the Issuer.
G. Voting Right	The CCD shall not carry any voting rights.
H. Lock In	The CCDs, and the additional equity shares to be allotted pursuant to conversion of the CCDs, will be subject to applicable lock-in restrictions, as stipulated under the SEBI Regulations.
I. Capital Restructuring	In the event that the Company undertakes any form of restructuring of its share capital (“Capital Restructuring”) including but not limited to: (i) consolidation or sub-division or splitting up of its equity shares, (ii) issue of bonus shares; (iii) issue of equity shares in a scheme of arrangement (including amalgamation or demerger); (iv) reclassification of shares or variation of rights into other kinds of equity shares of the Company; and (v) issue of right shares, the Conversion Price shall be adjusted accordingly in a manner that the holders of the CCDs shall upon conversion of the

PENINSULA LAND LIMITED Phone : +91 22 6622 9300 1401, 14[th] Floor, Tower-B, Fax : +91 22 6622 9302 Peninsula Business Park, Email : info@peninsula.co.in Senapati Bapat Marg, Lower Parel, URL : www.peninsula.co.in Mumbai - 400 013, India. CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

46

==> picture [222 x 58] intentionally omitted <==

CCDs, receives such number of equity shares that the holders of the CCD would have been entitled to receive immediately after occurrence of any such Capital Restructuring had the conversion of the CCD occurred immediately prior to the occurrence of such Capital Restructuring.

PENINSULA LAND LIMITED 1401, 14[th] Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India.

Phone : +91 22 6622 9300 Fax : +91 22 6622 9302 Email : info@peninsula.co.in URL : www.peninsula.co.in CIN : L17120MH1871PLC000005

==> picture [76 x 31] intentionally omitted <==

47