Guild Builders Private Limited, the holding company of Omaxe Limited, has created a Non-Disposal Undertaking (NDU) on a significant portion of its shareholding in the real estate company. The disclosure was made pursuant to Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

NDU Creation Details

The NDU has been created in favor of Catalyst Trusteeship Limited and covers 3,52,57,799 equity shares of Omaxe Limited. This represents a substantial 19.28% of the company's total share capital and voting rights.

Shareholding Structure

Despite the creation of this encumbrance, Guild Builders Private Limited has clarified that there is no change in the pre and post shareholding of the company and its Persons Acting in Concert (PACs). The combined holding remains unchanged at significant levels.

Promoter Group Holdings

The detailed breakdown of shareholding among Guild Builders Private Limited and its PACs shows the distribution across various entities and individuals within the promoter group.

Key Shareholders:

• Guild Builders Private Limited: 11,62,73,971 shares
• Dream Home Developers Private Limited: 89,25,117 shares
• Rohtaas Goel: 45,50,120 shares
• Mohit Goel: 15,33,250 shares
• Jatin Goel: 15,33,250 shares

Company Information

Omaxe Limited's equity share capital stands at INR 18,29,00,5400 divided into 182900540 equity shares. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited. Guild Builders Private Limited, registered in New Delhi, serves as the holding company and is classified as a promoter entity.

The NDU creation represents a significant encumbrance on the promoter holdings but does not alter the overall control structure of Omaxe Limited, as the combined promoter group shareholding remains at 74.14%.

Omaxe Limited has successfully completed the allotment of its fourth tranche of non-convertible debentures, raising ₹31.30 crore through private placement. The Debenture Issue & Allotment Committee approved this allotment on April 10, 2026, as part of the company's ongoing fundraising initiative.

Debenture Allotment Details

The fourth tranche comprises 313 unrated senior secured non-convertible debentures, each carrying a face value of ₹10,00,000. This allotment brings the cumulative total to 946 NCDs out of the approved issue size of 1,994 debentures.

Overall Issue Structure

The complete debenture program encompasses up to 1,994 NCDs with a total issue size of ₹199.40 crore. With the current allotment, Omaxe has successfully raised funds through 946 debentures, representing approximately 47.44% of the total approved issue size.

Financial Terms and Security

The debentures offer a committed return of 12.00% IRR for redemption from project cash flows. The tenure extends up to 54 months from the initial allotment date of July 16, 2025, with full redemption scheduled at the end of the tenor.

The NCDs are backed by comprehensive security arrangements including:

• Exclusive first charge by way of mortgage over project land, leasehold rights, and development share of Grand Omaxe and Rajguru & Bhagat Singh
• Exclusive first charge by way of hypothecation over all bank accounts, receivables, and current and non-current assets of the project
• Unconditional and irrevocable guarantees from key promoters including Mr. Rohtas Goel, Mr. Mohit Goel, and associated entities
• Additional security through exclusive first charge on Project Resort-A&B, Chandigarh assets

Risk Management Features

The debenture structure incorporates investor protection mechanisms, including a penalty provision of 3.00% IRR over and above the committed return in case of payment delays exceeding three months from the due date. The instruments will be redeemed in full at maturity for an amount equal to the issue price plus committed return and any additional return.

This fundraising initiative supports Omaxe's project development activities while providing investors with secured investment opportunities backed by tangible real estate assets and promoter guarantees.