Peninsula Land Limited — Proxy Solicitation & Information Statement 2024

May 22, 2024

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Date : 22/05/2024

To,
Corporate Relations Department	The Market Operations Department
BSE Limited,	National Stock Exchange of India Limited
1st Floor, New Trading Wing,	Exchange Plaza, 5th Floor,
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 (“Company”) (Scrip Code: BSE: 503031, Scrip Symbol NSE: PENINLAND)

Sub: CORRIGENDUM TO NOTICE OF 01/2024‐25 EXTRA ORDINARY GENERAL MEETING (“EOGM”) TO BE HELD ON JUNE 03, 2024

Dear Sir/Madam,

Further to our communication dated May 10, 2024 in relation to the Notice of the Extra‐Ordinary General Meeting of the Company scheduled to be held on Monday, June 03, 2024, at 3.00 PM. IST (“ EOGM ”) through Video Conferencing / Other Audio‐ Visual Means (“ EOGM Notice ”), we would like to inform that the Company has issued a Corrigendum dated May 22, 2024 to the shareholders of the Company, to provide certain clarifications pursuant to the suggestions/comments received from National Stock Exchange of India Limited in relation to certain paragraphs as mentioned in the Explanatory Statement against Item no. 1.

Except as detailed in the attached Corrigendum, all other items of the EOGM Notice along with Explanatory Statement dated May 8, 2024, shall remain unchanged. Attached Corrigendum will also be available on the Website of the Company www.peninsula.co.in.

Please note that on and from the date hereof, the EOGM Notice dated May 8, 2024 shall always be read collectively with this Corrigendum. This Corrigendum does not materially affect the business/ matters proposed to be considered at the EOGM.

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

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Kindly take note of the foregoing.

For Peninsula Land Limited

MUKESH Digitally signed by MUKESH KUMAR KUMAR GUPTA Date: 2024.05.22 GUPTA 18:03:17 +05'30' Mukesh Gupta Company Secretary Membership No. FCS 6959

Enclosed as Above.

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

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CORRIGENDUM TO NOTICE OF 01/2024-25 EXTRA ORDINARY GENERAL MEETING

This Corrigendum is being issued in continuation of Notice of 01/2024-25 Extra Ordinary General Meeting (EOGM) scheduled to be held on Monday, June 03, 2024 at 3.00 PM. IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The notice of EOGM (“EOGM Notice”) was dispatched to the shareholders of the Company on May 10, 2024 electronically, in due compliance with the provisions of the Companies Act, 2013, as amended, and the rules made thereunder (the “Companies Act”), read with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (“SEBI”), to transact the business stated therein.

This Corrigendum to the EOGM Notice (“Corrigendum”) is issued in respect of the following paragraphs under “Item No. 1” of the Explanatory Statement to the EOGM Notice, to provide certain clarifications pursuant to the suggestions / comments received from National Stock Exchange of India Limited:

• 1) Corrigendum No 1 : in relation to serial Nos 1, 9 and 13 of paragraph 3 under Item No.1 of Explanatory Statement, the disclosures should be read as under:

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Sr No. Requirement Nature of Corrigendum
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1 Objects of the issue The Company is proposing to enter into a strategic partnership with Delta Corp Limited and Alpha Alternatives Fund Advisors LLP and its affiliates (including Arsenio Strategies Private Limited) and any funds managed by Alpha Alternatives Fund Advisors LLP, to jointly set up a real estate platform (“ RE Platform ”). As part of this transaction, the RE Platform is proposed to be funded (in one or more tranches) with an aggregate amount of up to Rs. 765 crore, out of which the Company proposes to contribute (in one or more tranches) up to an aggregate of Rs. 225 crore. The aggregate amount intended to be raised, i.e. Rs. 149,99,99,968/- (Rupees One Hundred and Forty Nine Crore Ninety Nine Lakh Ninety Nine Thousand Nine Hundred and Sixty Eight only), is proposed to be deployed in the RE Platform as a part of the committed contribution, in one or more tranches, tentatively within a period of 3 years. Funds received against Tranche A OCDs (i.e. INR 1,12,49,99,976 (Rupees One Hundred Twelve Crore FortyNine Lakh Ninety-Nine Thousand Nine Hundred Seventy- Six)) are proposed to be deployed in non equity

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

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contribution to or any other securities of the Real Estate
Platform, as agreed between the Company and the
Proposed Investor, until the Company is required to
make its committed contributions to the Real Estate
Platform.
Funds received against Tranche B OCDs (i.e. INR
37,49,99,992 (Rupees Thirty-Seven Crore Forty-Nine
Lakh Ninety-Nine Thousand Nine Hundred Ninety-
Two)) shall be deployed in bank deposits and/or liquid
instruments until the Company is required to make its
committed contributions to the Real Estate Platform.
9 The names of the The following Note 3 is inserted below Note 2:
proposed investor
and the percentage of 3. The Post Preferential Offer % of capital to be held by
post preferential the Proposed Investor after conversion of proposed issue
offer capital that may of 2,65,48,672 Unlisted Unrated Unsecured Optionally
be held by them Convertible Debentures (“OCDs”) and, Equity warrants
and Compulsory Convertible Debenture (CCDs) as
mentioned in Note 1 and Note 2 above, on a fully diluted
basis, will be 7.41%
13 The pre-issue and Annexure A as mentioned in EOGM Notice is replaced with
post-issue revised Annexure A as enclosed herewith in respect of the
shareholding pattern pre- issue and post-issue shareholding pattern of the
of the company Company on fully diluted basis (after considering conversion
of warrants & CCDs already allotted and outstanding).
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• 2) Corrigendum No 2 : in relation to paragraph 17(a) under Item No.1 of Explanatory Statement, the disclosures should be read as under:

“The Company and 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.”

Note: All references in the EOGM Notice to the disclosures referenced hereinabove should be read as modified by this Corrigendum.

The Valuation Report dated 8th May 2024, issued by CA Rashmi Shah, Registered Valuer (Securities or Financial Assets) with Registration No.: IBBI/RV/06/2018/10240 along with any revisions or clarifications thereto, pursuant to the advise/instructions of stock exchanges, are available to the Members of the Company for inspection electronically from the date of circulation of this Corrigendum 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.

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

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All other contents of the EOGM Notice save and except as clarified, modified or supplemented by this Corrigendum, shall remain unchanged. Members are requested to take note of the same.

A copy of this Corrigendum and the EGM Notice shall be available on the Company’s website, websites of the Stock Exchanges i.e. www.nseindia.com and www.bseindia.com.

For: Peninsula Land Limited

Date: May 22, 2024 Place: Mumbai

Sd/Mukesh Gupta Company Secretary and Compliance Officer Membership No. F6959

Registered Office 1401, Peninsula Business Park, Tower B, Ganpat Rao 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

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The pre -issue and post- issue Shareholding Pattern of the Company on fully diluted basis considering conversion of Equity warrants & 0% unsecured
Compulsorily Convertible Debentures (CCDs) (Annexure- A)
Sr. No. Category of Shareholders Pre-Preferential Issue Preferential Post-Preferential Issue of OCDs Upon conversion of proposed
Allotment of OCDs and 1,53,00,000 Equity
OCDs warrants and 77,27,000-
CCDs- on Fully Diluted basis
No. of OCDs
No. of Equity Shares % Allotted to Proposed No. of Equity Shares % No. of Equity Shares %
Investor
1 Promoter and Promoter Group
A1 Indian
(a) Individual/ Hindu Undivided Family
Urvi Ashok Piramal 12,03,10,717 38.97 12,03,10,717 38.97 12,03,10,717 33.58
Jaydev Mukund Mody 4,18,00,000 13.54 4,18,00,000 13.54 4,18,00,000 11.67
Urvi Piramal A 30,92,015 1.00 30,92,015 1.00 30,92,015 0.86
Rajeev Ashok Piramal 9,21,365 0.30 9,21,365 0.30 9,21,365 0.26
Nandan Ashok Piramal 9,21,365 0.30 9,21,365 0.30 9,21,365 0.26
Harshvardhan Ashok Piramal 9,21,365 0.30 9,21,365 0.30 9,21,365 0.26
Kalpana Singhania 30,000 0.01 30,000 0.01 30,000 0.01
(b) Cetral Government /State Government
( c ) Financial Institutions/ Banks
( d) Any Other (Specify)
Delta Corp Limited 1,50,48,000 4.87 1,50,48,000 4.87 2,27,75,000 6.36
Miranda Tools Private Limited 1,45,00,000 4.70 1,45,00,000 4.70 2,98,00,000 8.32
Anjali Mody Family Private Limited 13,24,000 0.43 13,24,000 0.43 13,24,000 0.37
Aditi Mody Family Private Limited 13,24,000 0.43 13,24,000 0.43 13,24,000 0.37
Aarti Pandit Family Private Limited 13,13,092 0.43 13,13,092 0.43 13,13,092 0.37
Powerjet Carriers And Transporters Pvt Ltd 66,414 0.02 66,414 0.02 66,414 0.02
Sub - Total (A) (1) 20,15,72,333 65.30 20,15,72,333 65.30 22,45,99,333 62.69
A2 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) 20,15,72,333 65.30 20,15,72,333 65.30 22,45,99,333 62.69
2 Public Shareholder
B1 Institutions (Domestic)
(a) Mutual Funds 4,795 0.00 4,795 0.00 4,795 0.00
(b) Venture Capital Funds
(c) Alternate Investment Funds
(d) Banks 7,13,844 0.23 7,13,844 0.23 7,13,844 0.20
(e) Insurance Companies 12,00,000 0.39 12,00,000 0.39 12,00,000 0.33
(f) Provident Funds/ Pension Funds
(g) Asset reconstruction companies
(h) Sovereign Wealth Funds
(i) NBFCs registered with RBI
(j) Other Financial Institutions
(k) Bodies Corporate 2,65,48,672 2,65,48,672 7.41
(l) Any Other (specify)
SUB TOTAL (B)(1) 19,18,639 0.62 - 19,18,639 0.62 2,84,67,311 7.95
B2 Institutions (Foreign) -
(a) Foreign Direct Investment
(b) Foreign Venture Capital Investors
(c) Sovereign Wealth Funds
(d) Foreign Portfolio Investors Category I 8,54,895 0.28 8,54,895 0.28 8,54,895 0.24
(e) Foreign Portfolio Investors Category II 1,24,461 0.04 1,24,461 0.04 1,24,461 0.03
(f)
Overseas Depositories (holding DRs) (balancing figure)
(g) Any Other (specify)
SUB TOTAL (B)(2) 9,79,356 0.32 9,79,356 0.32 9,79,356 0.27
3 Central Government / State Government
(a) Central Government / President of India
(b) State Government / Governor
Shareholding by Companies or Bodies Corporate where
(c) 500 0.00 500 0.00 500 0.00
Central / State Government is a promoter
SUB TOTAL (B)(3) 500 0.00 500 0.00 500 0.00
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The pre -issue and post- issue Shareholding Pattern of the Company on fully diluted basis considering conversion of Equity warrants & 0% unsecured
Compulsorily Convertible Debentures (CCDs) (Annexure- A)
Sr. No. Category of Shareholders Pre-Preferential Issue Preferential Post-Preferential Issue of OCDs Upon conversion of proposed
Allotment of OCDs and 1,53,00,000 Equity
OCDs warrants and 77,27,000-
CCDs- on Fully Diluted basis
No. of OCDs
No. of Equity Shares % Allotted to Proposed No. of Equity Shares % No. of Equity Shares %
Investor
(4) Non-institutions
(a) Associate companies / Subsidiaries
Directors and their relatives (excluding independent
54,99,196 1.78 54,99,196 1.78 54,99,196 1.53
(b) directors and nominee directors)
(c) Key Managerial Personnel
Relatives of promoters (other than ‘immediate relatives’
of promoters disclosed under ‘Promoter and Promoter
(d) Group’ category)
Trusts where any person belonging to 'Promoter and
Promoter Group' category is 'trustee', 'beneficiary', or
(e) 'author of the trust'
(f) Investor Education and Protection Fund (IEPF) 27,55,586 0.89 27,55,586 0.89 27,55,586 0.77
Resident Individuals holding nominal share capital up to
5,88,96,987 19.08 5,88,96,987 19.08
(g) Rs. 2 lakhs 5,88,96,987 16.44
Resident Individuals holding nominal share capital in
2,16,44,907 7.01 2,16,44,907 7.01
(h) excess of Rs. 2 lakhs 2,16,44,907 6.04
(i) Non Resident Indians (NRIs) 15,37,697 0.50 15,37,697 0.50 15,37,697 0.43
(j) Foreign Nationals
(k) Foreign Companies 50 0.00 50 0.00 50 0.00
(l) Bodies Corporate 86,74,276 2.81 86,74,276 2.81 86,74,276 2.42
(m) Any Other (specify) 52,21,693 1.69 52,21,693 1.69 52,21,693 1.46
SUB TOTAL (B)(4) 10,42,30,392 33.76 10,42,30,392 33.76 10,42,30,392 29.09
Total Public Shareholding (B) = (B)(1) + (B)(2) + (B)(3)+(B)(4 10,71,28,887 34.70 - 10,71,28,887 34.70 13,36,77,559 37.31
C Table IV - Statement showing shareholding pattern of
the Non Promoter- Non Public shareholder
Custodian/DR Holder - Name of DR Holders (If
( 1 ) Available)
Employee Benefit Trust / Employee Welfare Trust under
SEBI (Share Based Employee Benefits and Sweat Equity)
( 2 ) Regulations, 2021
Total NonPromoter- Non Public Shareholding
0.00 0.00 0.00 0.00 0.00 0.00
(C)= (C)(1)+(C)(2)
Total (A+B+C ) 30,87,01,220 100.00 30,87,01,220 100.00 35,82,76,892 100.00
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