The Board of Directors of Nimbus Projects Limited approved the incorporation of a new subsidiary, IITL Nimbus The Hyde Park Private Limited, during a meeting held on July 27, 2026. The decision involves converting the existing partnership firm, IITL-Nimbus, The Hyde Park Noida, into a private limited company under the Companies Act, 2013. This structural change formalizes the joint venture arrangement for real estate development projects in Noida, allowing Nimbus Projects to hold its stake through equity shares rather than partnership capital.

The filing was made pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure also references SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/376 dated January 30, 2026. The conversion is subject to the issuance of the Certificate of Incorporation by the Registrar of Companies and other statutory approvals.

Upon incorporation, Nimbus Projects Limited will hold 66.67% of the paid-up equity capital in the proposed company, making it a subsidiary. Mr. Bipin Agarwal will retain the remaining 33.33% stake. The new entity will continue the business of the former partnership firm, focusing on real estate development, including construction, acquisition, sale, leasing, and management of residential and commercial properties.

Shareholding and Capital Structure

Nimbus Projects will receive equity shares in lieu of its existing capital contribution in the partnership firm. The details of the shareholding structure are outlined below:

The subscription cost for Nimbus Projects is Rs. 25,00,000/-, comprising 2,50,000 equity shares of Rs. 10/- each. This amount corresponds to the company's existing capital contribution in the partnership firm.

What the Numbers Show

The conversion from a partnership to a private limited company indicates a strategic move towards greater corporate governance and potential scalability for the joint venture. By securing a two-thirds majority stake (66.67%), Nimbus Projects Limited ensures control over the subsidiary's operations while maintaining a collaborative framework with Mr. Bipin Agarwal. This structure aligns with standard practices for listed entities entering long-term real estate developments, providing clearer audit trails and regulatory compliance compared to partnership models.

Nimbus Projects Limited (NPL) has approved the incorporation of a new subsidiary by converting its existing joint venture partnership firm, IITL-Nimbus, The Express Park View, into a private limited company. The Board of Directors passed the resolution on July 27, 2026, formalizing the company’s 95% control over the real estate venture. This structural change aligns the entity with corporate governance standards under the Companies Act, 2013, while ensuring continuity in the development and management of residential and commercial projects.

The intimation was filed pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board also referenced SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/376 dated January 30, 2026, in its submission to stock exchanges. The conversion is subject to the issuance of the Certificate of Incorporation by the Registrar of Companies and other statutory approvals.

Subsidiary Structure and Ownership

The newly incorporated entity will be named IITL Nimbus The Express Park View Private Limited. It succeeds the partnership firm IITL-Nimbus, The Express Park View, where Nimbus Projects Limited held a 95% capital contribution. Upon conversion, Nimbus Projects Limited will hold 95% of the paid-up equity capital in the proposed company, making it a subsidiary. Mr. Bipin Agarwal holds the remaining 5% capital contribution.

Financial Consideration

Nimbus Projects Limited will receive 10,23,750 equity shares of ₹10 each upon conversion. This subscription represents a total cost of ₹1,02,37,500, which corresponds to the company’s existing capital contribution in the partnership firm. The transaction involves no cash consideration but rather a share swap based on existing capital stakes.

Business Continuity

The proposed company will continue to undertake business activities similar to the partnership firm, including construction, development, acquisition, sale, leasing, and management of residential and commercial real estate projects. It will also provide allied real estate consultancy and related services. The conversion aims to streamline operations and enhance regulatory compliance for the ongoing real estate ventures.