Hubtown Limited , a prominent real estate developer, has received fresh board approval for its composite scheme of arrangement involving multi-step amalgamations. The board meeting held on December 30, 2025, reconsidered and approved the merger scheme after stock exchanges returned the initial application.

Exchange Application Return

The stock exchanges (BSE and NSE) returned Hubtown's initial application filed under Regulation 37 of SEBI LODR Regulations on December 24, 2025. The exchanges advised the company to submit a fresh application with updated valuation reports based on the latest audited financials, in accordance with their Standard Operating Procedure.

Fresh Board Approval

Following recommendations from the Committee of Independent Directors and Audit Committee, the board has accorded fresh approval to the scheme under Sections 230-232 and Section 66 of the Companies Act, 2013. The scheme involves:

Financial Overview

The latest financial details of the entities involved in the merger show significant scale differences:

Share Exchange Ratios

The scheme proposes specific share exchange ratios based on valuation by CA Shashank Maloo (Registered Valuer) and fairness opinion from 3Dimension Capital Services:

Shareholding Impact

The merger will significantly alter Hubtown's shareholding structure, with promoter shareholding expected to increase substantially:

Regulatory Approvals Required

The scheme remains subject to various statutory and regulatory approvals including stock exchanges, shareholders and creditors approval, NCLT approval, and other contractual and regulatory permissions as required under applicable laws. The company will now file a fresh application with updated valuation reports to comply with exchange requirements.

The board meeting commenced at 6:00 PM IST and concluded at 7:30 PM IST on December 30, 2025, with Company Secretary Shivil Kapoor signing the disclosure documents.

Hubtown Limited , a prominent player in the Indian real estate sector, has announced a significant corporate restructuring plan that promises to reshape its market position and financial outlook. The company's Board of Directors has approved a comprehensive Scheme of Arrangement involving multiple entities, with an eye on consolidating its luxury real estate portfolio and boosting pre-sales figures. Additionally, Hubtown has provided a corporate guarantee for its subsidiary's debenture issue.

Key Highlights of the Merger Scheme

• Multi-Company Amalgamation: The scheme involves the amalgamation of Distinctive Realty Private Limited and Nitant Real Estate Private Limited with Amazia Developers Private Limited, which will subsequently merge with Hubtown Limited.

• Effective Date: The scheme is set to take effect from July 1, 2025, subject to necessary regulatory approvals.

• Regulatory Approvals: The merger requires green lights from stock exchanges, the National Company Law Tribunal (NCLT), and shareholders.

• Strategic Asset Consolidation: Post-merger, Hubtown will gain majority stakes in Twenty Five South Realty Limited and Twenty Five Downtown Realty Limited, developers of luxury residential projects in Mumbai.

Financial Implications and Share Exchange Ratio

• Pre-Sales Target: Following the amalgamation, the Hubtown Group anticipates pre-sales of approximately Rs. 6,000.00 crore during the current financial year.

• Share Exchange Ratio:

  • 16 Hubtown shares for every 1 share of Nitant Real Estate
  • 5,558 Hubtown shares for every 1 share of Amazia Developers

• Promoter Shareholding: The promoter stake is expected to increase from 35.02% to 63.38% post-scheme implementation.

Corporate Guarantee for Subsidiary's Debenture Issue

In a separate development, Hubtown Limited has provided a corporate guarantee to MITCON CREDENTIA TRUSTEESHIP SERVICES LIMITED for securing Non-Convertible Debentures up to Rs. 96.00 crores. These debentures are to be issued by its wholly-owned subsidiary, Twenty Five Estates Realty Private Limited. The guarantee will be recorded as a contingent liability in Hubtown's books. This arrangement involves specific terms and conditions outlined in the Deed of Guarantee and Debenture Trust Deed.

Luxury Project Portfolio

The merger brings two high-profile luxury residential projects under Hubtown's direct control:

1. '25 South' at Prabhadevi: A super-luxury residential project developed by Twenty Five South Realty Limited.
2. '25 Downtown' near Willingdon Golf Club, Mahalaxmi: Another premium residential development by Twenty Five Downtown Realty Limited.

Project 25 Downtown Details

Strategic Rationale

Hubtown's management views this merger as a strategic move to:

• Enhance the company's investment profile by aligning high-potential real estate assets with its broader business platform.
• Strengthen its position in the luxury real estate segment in Mumbai.
• Achieve administrative and operational rationalization, promoting organizational efficiencies and economies of scale.
• Optimize resource utilization and reduce overheads by eliminating duplication of activities.

Market Impact and Future Outlook

The amalgamation is poised to significantly bolster Hubtown's market standing, particularly in the premium real estate segment. With the integration of these luxury projects, the company is positioning itself to capitalize on the increasing demand for high-end residential properties in Mumbai's prime locations.

Investors and market watchers will be keen to observe how this corporate restructuring translates into tangible financial results, particularly in achieving the ambitious Rs. 6,000.00 crore pre-sales target. The success of this merger could set a precedent for further consolidation in the real estate sector, especially in the luxury segment.

As the scheme progresses through various regulatory stages, all eyes will be on Hubtown Limited to see how effectively it leverages this expanded portfolio to drive growth and shareholder value in the competitive Mumbai real estate market.