Prozone Realty Limited has received an intimation from BSE Limited regarding the closure of its application to reclassify specific members of its promoter group to the public category. The exchange communicated that the request filed under Regulation 31A of the SEBI (LODR) Regulations, 2015, has been closed. The application had sought to change the status of Rakesh Rawat Family Trust, Mr. Ghanshyam Rawat, Ms. Vandana Vaidh, and Mrs. Pushpalata Rawat from the 'Promoter Group' to the 'Public' category.

The reclassification process is significant as it alters the shareholding structure of the company, potentially affecting the free float of the stock. The Rakesh Rawat Family Trust is the primary entity among the applicants, holding a substantial portion of shares. The other individuals listed in the application held negligible or zero shares.

Details of Applicants

The following table outlines the shareholding details of the members who sought reclassification:

The intimation regarding the closure of the application was received on June 23, 2026. The company had previously submitted the request to the stock exchanges to facilitate the change in status for these shareholders.

Prozone Realty Limited shareholders have approved the disinvestment of stakes in material subsidiaries and the hiving off of identified assets through a special resolution passed via postal ballot. The resolution authorizes the sale of 100% shareholding in Kruti, Alliance, and Empire to Inorbit Malls (India) Private Limited for an aggregate gross consideration of approximately ₹1,242.5 crore. The transaction includes the strategic sale of operational mall assets and the transfer of land assets to separate special purpose vehicles (SPVs) to preserve future development potential.

The postal ballot results, based on the Scrutinizer's Report dated June 01, 2026, indicated strong approval with 99.89% of votes cast in favour. Public shareholders supported the resolution with 99.63% of votes polled in their favour. Ajayendra Pratap Jain, CS and Chief Compliance Officer, confirmed the outcome in a filing to the exchanges submitted on June 02, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Transaction Details

The approved resolutions encompass the sale of stakes in three key subsidiaries and the hiving off of identified land assets. The most significant transaction involves the sale of shareholding in Kruti to Inorbit Malls (India) Private Limited. This deal is not a related party transaction and is outside a scheme of arrangement, requiring specific shareholder approval under Regulation 37A.

Asset Hiving Off and Future Development

The hiving off process involves restructuring by transferring land assets into separate SPVs. For Empire, the balance land parcel of approximately 26,047.39 sq. mt. (6.44 acres) is currently vacant and will be retained by the company. For Alliance, the ongoing residential project of 540 units, Club House, and land for future development spread over 39,753.50 sq. mt. (9.82 acres) will be retained. This structure enables the efficient monetisation of operational mall assets while preserving future development potential.

Financial Impact and Subsidiary Performance

The subsidiaries involved contribute significantly to the company's financials. For the financial year 2024-25, Alliance reported a turnover of ₹5,927.23 lakhs, representing 33.16% of the total, while Empire contributed ₹6,271.36 lakhs (35.09%). The net worth of Alliance stood at ₹17,349.13 lakhs (22.26%) and Empire at ₹24,611.41 lakhs (31.57%). Kruti reported a nil turnover and a negative net worth of ₹2.42 lakhs.

The transactions involving Alliance and Empire are classified as related party transactions as they are between wholly owned subsidiaries. However, they are exempt from arm's length pricing requirements under Regulation 23(5) of the SEBI (LODR) Regulations, 2015. Upon completion of the disinvestment and hiving off, Kruti, Empire, and Alliance will cease to be subsidiaries of the company.