Emami Realty Limited has successfully completed its postal ballot process, with shareholders approving two critical material related party transactions that will enhance the company's financial flexibility and growth prospects. The voting process concluded on March 27, 2026, demonstrating strong shareholder support for the proposed corporate actions.

Postal Ballot Process Overview

The company conducted the postal ballot exclusively through remote e-voting, in compliance with SEBI Listing Regulations and MCA guidelines. The process was overseen by scrutinizer Raj Kumar Banthia from MKB & Associates, ensuring transparency and regulatory compliance.

Resolution Details and Voting Results

Both resolutions received overwhelming approval from shareholders, with identical voting patterns reflecting strong confidence in the company's strategic direction.

Resolution 1: Debenture Terms Modification

The first special resolution approved the modification of terms for 8,53,65,854 unsecured unlisted non-convertible debentures with a face value of Rs. 82 each. The key change involved revising the coupon rate from 7.50% per annum to 10% per annum, providing enhanced returns to debenture holders.

Resolution 2: Orbit Abasan Transaction

The second ordinary resolution approved a material related party transaction with Orbit Abasan Private Limited for project acquisition, with an aggregate limit of Rs. 50,00,00,000 (Rupees Fifty Crores Only).

Comprehensive Voting Analysis

The voting results demonstrate several key insights:

• Only public non-institutional shareholders participated in the voting process
• Despite low overall participation at 0.97% of total shares, the approval rate was exceptionally high at 99.82%
• 83 members representing 427,107 shares cast valid votes
• 833 votes from promoter group were declared invalid

Regulatory Compliance and Documentation

The company has fulfilled all regulatory requirements under SEBI Listing Regulations, with comprehensive documentation including voting results and scrutinizer reports made available on the company website and CDSL's e-voting platform. The process adhered to MCA circulars regarding postal ballot procedures through electronic voting.

These approved transactions position Emami Realty for enhanced financial flexibility through improved debenture terms and strategic growth through the Orbit Abasan acquisition, reflecting the company's commitment to value creation for stakeholders.

Emami Realty Limited has formally dispatched its postal ballot notice dated February 23, 2026, to shareholders seeking approval for material related party transactions through remote e-voting. The company completed the electronic dispatch on February 25, 2026, following its board meeting that approved significant corporate restructuring initiatives.

E-Voting Schedule and Process

The company has established a comprehensive e-voting framework for shareholder participation in the postal ballot process. Central Depository Services (India) Limited (CDSL) will facilitate the electronic voting mechanism.

NCD Modification Proposal

The primary resolution seeks shareholder approval for modifying the terms of Non-Convertible Debentures issued to promoter group companies. The board has recommended revising the coupon rate on 8,53,65,854 NCDs from 7.50% per annum to 10% per annum.

The NCD holders, Suraj Finvest Private Limited and Diwakar Finvest Private Limited, have formally represented that the current 7.50% coupon rate is materially lower than their prevailing average borrowing cost. The proposed revision will increase the company's annual interest payout by ₹17.50 crores over the remaining NCD tenure.

Orbit Abasan Transaction Details

The second resolution involves a material related party transaction with Orbit Abasan Private Limited for acquiring exclusive development rights. The transaction pertains to the Basanti Cotton Mills premises, a 10.79-acre property development project.

Dr. Nitesh Kumar Gupta, Managing Director & CEO of Emami Realty, serves as a director on Orbit Abasan's board. The company's promoter group exercises significant influence over Orbit Abasan through Emami Estates Private Limited.

Regulatory Compliance Framework

The postal ballot notice complies with Section 110 of the Companies Act, 2013, and Regulation 30 of SEBI Listing Regulations. The company has sent the notice exclusively through electronic mode to shareholders whose email addresses are registered with the company, depositories, or depository participants as of the cut-off date.

Shareholders holding shares in both physical and dematerialized form as of February 20, 2026, are eligible to participate in the e-voting process. The voting rights will be proportionate to their shareholding in the company's paid-up equity share capital.

Financial Impact Assessment

The NCD modification represents 21.26% of the company's annual consolidated turnover for FY 2024-25, which stood at ₹82.31 crores. The Orbit Abasan transaction constitutes up to 60.74% of the same turnover figure, highlighting the material nature of both proposed transactions.

Both resolutions have received unanimous approval from the Audit Committee, comprising a majority of independent directors, and subsequent board recommendation based on arm's length pricing and ordinary course of business considerations.