Prozone Realty Limited has announced that its Board of Directors has approved the strategic acquisition of equity stakes in three material subsidiaries through cash payments. The company will acquire 38.50% stakes in both Hagwood Commercial Developers Private Limited and Alliance Mall Developers Co. Private Limited, along with a 65.29% stake in Empire Mall Private Limited, marking a significant consolidation move in its real estate portfolio.

Board Approval and Transaction Structure

The Board of Directors has approved these acquisitions as part of the company's strategy to increase ownership and provide exit opportunities to foreign shareholders. The transactions will be executed through cash considerations, with Prozone Realty directly acquiring the Hagwood stake while its wholly owned subsidiary Kruti Realtors and Developers Private Limited will handle the other two acquisitions.

Individual Acquisition Details

The three acquisitions are structured to achieve complete ownership consolidation across the company's material subsidiaries:

Hagwood Commercial Developers Private Limited (Nagpur)

Alliance Mall Developers Co. Private Limited (Coimbatore)

Empire Mall Private Limited (Aurangabad)

Financial Performance of Target Entities

All three subsidiaries have demonstrated consistent revenue generation over the past three years:

Strategic Rationale and Implementation

The acquisitions are being undertaken to increase and consolidate the company's ownership in the target entities while providing exit opportunities to foreign shareholders. All three subsidiaries operate in the same line of business as Prozone Realty, focusing on developing, owning, and operating shopping malls, residential, and commercial premises.

The transactions are structured as cash considerations and do not constitute related party transactions. No governmental or regulatory approvals are required for these acquisitions, and the company expects to complete all transactions within 45 days of the Board resolution approval.

Post-acquisition, Prozone Realty and its wholly owned subsidiaries will become 100% shareholders of Empire Mall Private Limited (Aurangabad), Alliance Mall Developers Co. Private Limited (Coimbatore), and Hagwood Commercial Developers Private Limited (Nagpur), strengthening the company's presence across key Indian markets.

Prozone Realty Limited has successfully concluded its postal ballot process, with shareholders demonstrating strong support for all three proposed resolutions. The company announced the voting results on February 12, 2026, following a comprehensive remote e-voting process that commenced on January 14, 2026.

Regulatory Disclosure and Compliance

The company has formally disclosed the postal ballot results to both NSE and BSE pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was signed by Ajayendra Pratap Jain, CS & Chief Compliance Officer, confirming regulatory compliance with all applicable requirements.

Voting Process Overview

The postal ballot was conducted in accordance with Section 110 of the Companies Act, 2013, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Vaibhav Dandawate (ACS A51538: COP 27947), Partner of M/s. Makarand M. Joshi & Co., served as the scrutinizer to ensure a fair and transparent voting process.

Resolution Results

All three resolutions received overwhelming shareholder approval, demonstrating strong confidence in the company's strategic decisions. The resolutions covered critical aspects of related party transactions and investment limit enhancements.

Resolution 1: Related Party Loan Transactions

The first ordinary resolution to approve giving and/or availing of loans between related parties achieved 99.9964% approval.

Resolution 2: Corporate Guarantee Transactions

The second ordinary resolution for corporate guarantee transactions between related parties also secured 99.9964% approval from voting shareholders.

Resolution 3: Increased Investment Limits

The special resolution to increase limits for extending loans, making investments, and providing guarantees under Section 186 of the Companies Act, 2013, received the highest approval rate of 99.9988%.

Corporate Governance and Transparency

The company ensured full compliance with regulatory requirements throughout the postal ballot process. Electronic copies of the notice and explanatory statements were sent to members on January 13, 2026, whose email addresses were registered with the company or depositories. Newspaper advertisements were published in "Financial Express" (English) and "Mumbai Lakshadweep" (Marathi) on January 14, 2026.

For the first two resolutions involving related party transactions, promoter and promoter group votes were excluded as per Regulation 23(4) of the Listing Regulations, which prohibits related parties from voting on such matters. The voting results and scrutinizer's report are available on the company's website at www.prozonerealty.com and NSDL's e-voting portal at www.evoting.nsdl.com .