Prozone Realty Limited's board of directors has approved a significant asset restructuring plan during its meeting held on April 28, 2026, from 04:30 PM to 06:30 PM. The comprehensive plan involves internal asset transfers, divestment of material subsidiaries, and strategic acquisition to strengthen the company's position in high-yielding real estate assets.

Asset Hiving Off and Internal Restructuring

The board approved the hiving off of land assets from two key subsidiaries into separate special purpose vehicles. Alliance Mall Developers Co. Pvt. Ltd.'s land assets in Coimbatore will be transferred to Prozone Horizons Private Limited, while Empire Mall Private Limited's assets in Chhatrapati Sambhaji Nagar will move to Hagwood Commercial Developers Private Limited.

Major Subsidiary Divestment to Inorbit Malls

The company plans to divest its material subsidiaries to Inorbit Malls (India) Private Limited or its affiliates. This transaction involves the sale of 100% equity shareholding in Kruti Developers Private Limited, along with controlling stakes in Alliance Mall Developers and Empire Mall Private Limited.

The aggregate gross consideration for this divestment is approximately Rs. 1,242.50 crores, subject to adjustments for other assets and liabilities at closing. The transaction is not classified as a related party transaction since Inorbit Malls does not belong to the promoter or promoter group of Prozone Realty.

Strategic Acquisition in Gajaanan Property Developers

Prozone Realty will acquire a 17.507% stake in Gajaanan Property Developers Private Limited (GPDPL) for an estimated consideration of Rs. 24 crores. This acquisition aligns with the company's strategy to expand its presence in high income-yielding assets.

Regulatory Compliance and Timeline

The company will seek shareholder approval through a postal ballot dated April 28, 2026, for the proposed transactions. The divestment of material subsidiaries is expected to be completed within 90 days of passing the shareholder resolution, while the GPDPL acquisition will be completed within 180 days of board approval.

All transactions comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant regulatory requirements under SEBI master circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on January 30, 2026. The internal asset transfers are exempted from related party transaction regulations as they involve wholly owned subsidiaries of the company under Regulation 23(5) of SEBI (LODR) Regulations 2015.

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:

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.