Hubtown Limited has issued a corporate guarantee to Catalyst Trusteeship Limited for securing Non-Convertible Debentures (NCDs) up to ₹300.00 crores proposed by its subsidiary Joynest Premises Private Limited. The disclosure was made on December 31, 2025, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Corporate Guarantee Details

The corporate guarantee secures the proposed NCD issuance in one or more tranches by Joynest Premises Private Limited, a subsidiary of Hubtown Limited. The funds raised through this initiative are expected to strengthen the execution capability of both Joynest and the parent company to ensure timely delivery of subsequent phases of the landmark Hubtown Seasons project.

Project Funding and Utilization

The Hubtown Seasons project is being jointly developed by Joynest and Hubtown Limited on CTS No. 469-A in Chembur, Mumbai, Maharashtra. The NCD proceeds will be utilized entirely towards the development and completion of the project, with specific focus on construction costs of sale buildings, PWD buildings, and approval costs for sale buildings.

The company plans to complete the second phase of the Hubtown Seasons project, specifically the H wing onwards, with the infusion of funds being raised through the NCDs. The original subscribers and debenture holders are funds managed by Neo Asset Management Private Limited along with its co-investors.

Regulatory Compliance and Impact

The transaction has been structured in compliance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/CIR/2023/123 dated July 13, 2023. Key regulatory aspects include:

Financial Implications

The corporate guarantee will be disclosed as a contingent liability to the extent of the proposed NCDs subscribed by the debenture holders in Hubtown Limited's books. The company has confirmed that the transaction is carried out at arm's length, despite the promoter group's interest through the subsidiary relationship.

The corporate guarantee has been executed through a Deed of Corporate Guarantee between Hubtown Limited and the Debenture Trustee, setting out the terms and conditions for securing the NCD issuance. This financial arrangement demonstrates the company's commitment to supporting its subsidiary's project development activities while maintaining regulatory compliance.

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.