Prozone Realty has received unanimous board approval for the strategic purchase of equity shares in Empire Mall Private Limited, Omni Infrastructure Private Limited, and Hagwood Commercial Developers Private Limited from its wholly owned Singapore subsidiary, Prozone Liberty International Limited.

Board Meeting and Regulatory Compliance

The Board of Directors meeting was held on March 27, 2026, commencing at 11:05 AM and concluding at 3:40 PM. The board granted unanimous approval for the acquisition of shares from the overseas subsidiary as part of a comprehensive restructuring initiative. The company has informed stock exchanges under Regulation 30 of SEBI Listing Regulations.

Acquisition Details and Financial Metrics

The transaction involves purchasing equity shares in three target companies at ₹1 per share, representing significant stakes in income-generating retail assets. All acquisitions are structured as related party transactions at non-arm's length pricing in the company's interest.

Target Companies Performance and Background

All three entities are engaged in developing, owning and operating shopping malls, residential and commercial premises. The companies have demonstrated varying revenue performance over the past three years.

Empire Mall Private Limited

Incorporated in February 2006, Empire Mall reported a turnover of ₹6,271.36 lakhs in FY 2024-25, compared to ₹5,810.60 lakhs in FY 2023-24 and ₹5,803.18 lakhs in FY 2022-23, showing consistent growth trajectory.

Omni Infrastructure Private Limited

Established in January 2007, Omni Infrastructure recorded a turnover of ₹129.57 lakhs in FY 2024-25, down from ₹170.22 lakhs in FY 2023-24 and ₹217.61 lakhs in FY 2022-23, reflecting declining revenue trend.

Hagwood Commercial Developers Private Limited

Incorporated in August 2006, Hagwood reported a turnover of ₹5,444.35 lakhs in FY 2024-25, compared to ₹6,576.20 lakhs in FY 2023-24 and ₹5,997.47 lakhs in FY 2022-23.

Strategic Objectives and Timeline

The acquisition aims to achieve greater efficiency in cash management and provide unfettered access to cash flows generated by the combined business. The restructuring will optimize the legal entity structure to align better with business operations while enabling direct ownership of high-quality, income-generating retail assets.

Direct ownership will unlock strategic flexibility including independent refinancing capabilities, enhanced leasing strategies, faster decision-making on capital expenditure, and potential asset-level monetization opportunities. The transaction is expected to be completed within 45 days of the board resolution approval, with no governmental or regulatory approvals required.

Prozone Realty Limited has issued a postal ballot notice dated March 25, 2026, seeking member approval for key board appointments through remote e-voting process. The notice has been submitted to both BSE Limited and National Stock Exchange of India Limited under Regulation 30 of the SEBI (LODR) Regulations, 2015.

Key Appointment Details

The company is seeking shareholder approval for the appointment of Mr. Farhat Jamal (DIN: 01875688) as an Independent Director. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, had appointed him as an Additional Director effective from February 7, 2026.

E-Voting Schedule and Process

The postal ballot will be conducted exclusively through remote e-voting, with no physical ballot forms being distributed. Members whose names appear in the Register of Members as on the cut-off date of March 20, 2026, will be eligible to participate in the voting process.

Newspaper Publication and Regulatory Compliance

Pursuant to Regulations 30 and 47 of the SEBI (LODR) Regulations, 2015, Prozone Realty Limited published newspaper advertisements on March 26, 2026, informing members about the electronic dispatch of the postal ballot notice. The advertisements were published in two newspapers to ensure wide coverage.

Director Profile and Expertise

Mr. Farhat Jamal brings over three decades of experience in hospitality operations, leadership, and strategic management. He has previously been associated with prominent hospitality groups including IHCL (Taj Hotels, Resorts and Palaces), Shangri-La Hotels and Resorts, The Lalit Group, and the Hiranandani Group in senior leadership and advisory roles.

His educational qualifications include:

• Degree from the Institute of Hotel Management, Pusa, New Delhi
• Certified Hotel Administrator (CHA) from American Hotel and Lodging Educational Institute
• Cornell University Summer Programme for Senior Managers
• Corporate Finance Course for Senior Executives with Singapore Management University

Scrutinizer Appointment and Process Management

The company has appointed Mr. Hemant Shetye (FCS 2827: COP 1483), failing him Mr. Kunal Sakpal (ACS 75123: COP 27860), Designated Partners of M/s. HSPN & Associates LLP, as Scrutinizers for conducting the postal ballot process. The appointment requires approval through a Special Resolution as mandated under Regulation 25(2A) of the SEBI Listing Regulations.

MUFG Intime India Private Limited, the company's Registrar & Transfer Agent, will provide the e-voting facility to members. The postal ballot notice is being sent electronically to members whose email addresses are registered with the company, depositories, or depository participants.

Committee Memberships

Upon appointment, Mr. Farhat Jamal will serve on multiple board committees:

The resolution, if approved, will be deemed to have been passed on April 24, 2026, the last date of e-voting. Results will be displayed on the company's website and communicated to stock exchanges and depositories.