Prozone Realty Issues Postal Ballot Notice for Rs 1,242.50 Cr Subsidiary Divestment

Prozone Realty Limited has issued a postal ballot notice dated April 28, 2026, seeking shareholder approval for a major corporate restructuring involving the divestment of material subsidiaries and hiving off of identified land assets. The company proposes to sell its entire shareholding in Kruti Realtors and Developers Private Limited, along with controlling stakes in Alliance Mall Developers Co. Pvt. Ltd. (51.95%) and Empire Mall Private Limited (34.71%) to Inorbit Malls (India) Private Limited or its affiliates for an aggregate gross consideration of approximately Rs 1,242.50 crores.

Postal Ballot Timeline and Voting Process

The company has set April 24, 2026, as the cut-off date for determining member eligibility for the postal ballot. Remote e-voting will commence at 09:00 A.M. on Thursday, April 30, 2026, and conclude at 5:00 p.m. IST on Friday, May 29, 2026. The postal ballot notice has been sent electronically to members whose email addresses are registered with the company, registrar and transfer agent, or depository participants.

Voting Timeline:	Details
Cut-off Date:	April 24, 2026
E-voting Start:	April 30, 2026 at 09:00 A.M.
E-voting End:	May 29, 2026 at 5:00 p.m. IST
Results Declaration:	On or before June 2, 2026

Asset Hiving Off and Restructuring

The restructuring involves hiving off land assets from two key subsidiaries into separate special purpose vehicles. Alliance Mall Developers' land assets in Coimbatore, comprising an ongoing residential project of 540 units and land for future development spread over 39,753.50 sq. mt. (9.82 acres), will be transferred to Prozone Horizons Private Limited. Empire Mall Private Limited's vacant land parcel of approximately 26,047.39 sq. mt. (6.44 acres) in Chhatrapati Sambhaji Nagar will move to Hagwood Commercial Developers Private Limited. Both receiving entities are wholly owned subsidiaries of Prozone Realty.

Asset Transfer Details:	Alliance	Empire
Land Area:	39,753.50 sq. mt. (9.82 acres)	26,047.39 sq. mt. (6.44 acres)
Project Type:	540 residential units, Club House	Vacant land for future development
Receiving Entity:	Prozone Horizons Private Limited	Hagwood Commercial Developers Private Limited

Mall Assets and Financial Performance

The mall assets being divested include Prozone Mall, Prozone Trade Centre, and Sarat Bazaar at Empire on 54,045.36 sq. mt. (13.35 acres), and Phase 1 of Prozone Mall at Alliance on 53,139.52 sq. mt. (13.13 acres). For FY 2024-25, Alliance reported turnover of INR 5,927.23 lakhs and net worth of INR 17,349.13 lakhs, while Empire recorded turnover of INR 6,271.36 lakhs and net worth of INR 24,611.41 lakhs. Kruti Realtors reported nil turnover and negative net worth of INR -2.42 lakhs.

Financial Performance (FY 2024-25):	Alliance	Empire	Kruti
Turnover:	INR 5,927.23 lakhs	INR 6,271.36 lakhs	INR Nil lakhs
Net Worth:	INR 17,349.13 lakhs	INR 24,611.41 lakhs	INR -2.42 lakhs

Regulatory Compliance and Scrutinizer Appointment

The company has appointed Mr. Vaibhav Dandawate (Membership No.: A51538, CP No.: 27947), failing him Ms. Deepti Kulkarni (Membership No.: A34733, CP No.: 22502), Partners of M/s Makarand M. Joshi & Co., Practicing Company Secretaries, as scrutinizers for conducting the postal ballot through remote e-voting process. The transaction requires shareholder approval by way of special resolution under Section 180(1)(a) of the Companies Act, 2013, and Regulation 24(5) of SEBI (LODR) Regulations, 2015.

The resolutions, if approved, will be deemed to have been passed on the last date of e-voting, May 29, 2026. Results will be announced on or before Monday, June 2, 2026, and displayed on the company's website at www.prozonerealty.com . The postal ballot notice is available on the company's website and stock exchange websites for members whose email addresses are not registered with the company or depositories.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+4.54%	+6.71%	-12.38%	-5.91%	+48.75%	+174.68%

Prozone Realty Limited has successfully completed a strategic acquisition of equity shares in three material subsidiaries, achieving complete ownership control across its key mall development entities. The completion was announced through a regulatory filing under Regulation 30 of the Securities and Exchange Board of India Listing Regulations.

Strategic Consolidation Completed

The real estate development company has consolidated its shareholding to 100% in three key subsidiaries through direct and indirect acquisitions. The transactions were executed through the company itself and its wholly owned subsidiaries, Kruti Realtors and Developers Private Limited and Prozone Liberty International Limited.

Acquisition Details

The consolidation involved acquiring remaining minority stakes in three mall development entities:

Subsidiary	Pre-Acquisition Stake	Acquired Stake	Post-Acquisition Stake
Empire Mall Private Limited	34.71%	65.29%	100%
Alliance Mall Developers Co. Private Limited (Coimbatore)	61.50%	38.50%	100%
Hagwood Commercial and Developers Private Limited	61.50%	38.50%	100%

Corporate Structure Enhancement

The acquisitions represent a significant enhancement to Prozone Realty's corporate structure, eliminating minority interests across these material subsidiaries. Empire Mall Private Limited required the largest acquisition percentage at 65.29%, while both Alliance Mall Developers and Hagwood Commercial required identical 38.50% stake acquisitions to achieve full ownership.

Regulatory Compliance

The company confirmed that all required disclosures under Regulation 30 and Schedule III of the Listing Regulations, along with SEBI Circular requirements, were previously submitted through earlier intimations. The completion filing was signed by Ajayendra Pratap Jain, Company Secretary and Chief Compliance Officer, from the company's Mumbai office.

The successful completion of these acquisitions positions Prozone Realty with enhanced operational control and simplified corporate governance across its key mall development subsidiaries.