Future Market Networks Limited (FMNL) has initiated a postal ballot process to obtain shareholder approval for surrendering its leasehold rights to the Diamond Plaza Mall in Kolkata. The company proposes to surrender the lease rights to the original lessors, M/s Super Diamond Enterprises, for a compensation of at least ₹60.00 crores.

Key Details of the Proposal

Voting Process and Timeline

The company has outlined the following timeline for the e-voting process:

Rationale and Use of Proceeds

FMNL's Board of Directors, in their meeting held on October 15, 2025, approved this proposal based on recommendations from the Audit Committee and a valuation report from Mr. Vishnu Khandelwal, a Registered Valuer. The company states that the surrender of leasehold rights is financially more beneficial than continuing to receive rental income.

The proceeds from this transaction are planned to be utilized as follows:

1. A substantial portion will be used to repay the secured loan availed from Axis Finance Limited.
2. The remaining amount will be allocated for continuing the company's business operations and exploring new growth opportunities.

Shareholder Approval and Regulatory Compliance

The proposal requires approval from shareholders through a special resolution, in compliance with Section 180(1)(a) of the Companies Act, 2013, and Regulation 37A of SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015.

Management's Perspective

The Board of Directors believes that surrendering the lease rights of Diamond Plaza Mall is in the best interest of the company and its shareholders. They view this as an opportunity to realize immediate value and reduce the company's borrowings.

Shareholders are encouraged to participate in the e-voting process to cast their votes on this significant corporate action. The results of the postal ballot will be announced within two working days from the conclusion of the e-voting period.

Future Market Networks Limited (FMNL) has announced a significant corporate action involving the surrender of its leasehold rights for the Diamond Plaza Mall in Kolkata. The company's board of directors has approved this strategic move, which is expected to have a substantial impact on its operations and financial position.

Key Details of the Transaction

Financial Impact

The Diamond Plaza Mall has been a significant contributor to FMNL's revenue stream. In the last financial year, it accounted for:

• Revenue: ₹41.14 crore
• Percentage of Total Turnover: 45.19%

This substantial contribution underscores the importance of this transaction to the company's financial structure and future strategies.

Corporate Governance and Compliance

FMNL is taking several steps to ensure proper corporate governance and regulatory compliance:

1. Shareholder Approval: The company will seek approval from its shareholders through a special resolution, as required under Section 180(1)(a) and Section 110 of the Companies Act, 2013.

2. Regulatory Compliance: The transaction will adhere to Regulation 37A of the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations.

3. Postal Ballot: A postal ballot process will be conducted to obtain shareholder approval.

Transaction Insights

• The lessors, M/s Super Diamond Enterprises, are not related to FMNL's promoter or promoter group, ensuring an arm's length transaction.
• This disposal is outside any scheme of arrangement, necessitating compliance with specific regulatory provisions.
• The transaction is not classified as a related party transaction.

Conclusion

This strategic move by Future Market Networks Limited to surrender the leasehold rights of Diamond Plaza Mall represents a significant shift in its asset portfolio. While the mall has been a major revenue contributor, the minimum consideration of ₹60.00 crore for the surrender suggests that the company sees potential value in this transaction. Shareholders and market observers will be keenly watching how FMNL plans to utilize the proceeds and adjust its business strategy following this substantial change in its property holdings.