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.

Prozone Realty Limited has announced that its Board of Directors will meet on Friday, May 29, 2026. The primary agenda of the meeting is to consider and approve the audited standalone and consolidated financial results of the company for the financial year ended March 31, 2026. This meeting is being convened in accordance with Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Trading Window Closure

In compliance with clause 4 of Schedule B of the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the company has stated that the trading window for dealing in the securities of Prozone Realty Limited is currently closed. The window initially closed on April 1, 2026, and will remain shut until the conclusion of 48 hours after the declaration of the financial results for the year ended March 31, 2026.

Key Meeting Details

The following table summarizes the key details regarding the upcoming Board meeting and the trading window status:

The company has requested the stock exchanges to take the above information on record.