Hubtown Ltd

Target background

• Target: Rare Townships Private Limited (RTPL), India-based real estate developer of residential and commercial properties.
• Incorporation: June 5, 2000; domicile India.
• Industry: real estate construction and development of residential and commercial premises.
• Turnover: Rs 9802.79 Lakhs for year ended March 31, 2026.
• Paid-up capital: Rs 48,54,47,160 post-rights issue.
• RTPL is a subsidiary of Hubtown Limited.

Deal particulars

• Rights issue subscription to RTPL equity shares, cash consideration.
• Consideration: Rs 3,25,66,290 for 10,85,543 Class A shares.
• Shareholding in RTPL after allotment: 75.24% (from 74.65%).
• Date of allotment: October 12, 2026.
• Nature of consideration: cash.
• Regulatory approvals: Not Applicable.
• Industry alignment: both Hubtown and RTPL operate in real estate.
• Related party: RTPL is subsidiary; arm's-length rights issue.
• Strategic rationale: increases Hubtown's stake in RTPL within same real estate business.
• Turnover history: RTPL had Rs 9802.79 Lakhs in 2025-26.

AGM details

• AGM held on 18 Sep 2026 at 11:00 IST via VC/OAVM.
• Entitlement to vote as of 11 Sep 2026 cut-off.
• Remote e-voting 14–17 Sep 2026; voting at meeting via VC/OAVM.
• Scrutinizer’s report dated 19 Sep 2026.

Resolutions and outcomes

• Ordinary: adopt audited financial statements for FY2025-26; passed.
• Ordinary: re-appoint Vyomesh M. Shah by rotation; passed.
• Special: issue FCCB up to US$150 million; passed.
• Ordinary: remuneration of Cost Auditors for FY2026-27; passed.
• Ordinary: approval of material related party transactions of the Company; passed.
• Ordinary: approval of related party transactions involving subsidiaries where the Company is not a party; passed.

AGM Details

• AGM held on 18 September 2026 at 11:00 a.m. via VC/OAVM.
• Concluded at 11:30 a.m. IST; 83 shareholders attended via VC/OAVM.
• Chairman Vyomesh M. Shah, MD, presided the meeting.
• E-voting window: Sep 14–17, 2026; cut-off on Sep 11, 2026.

Resolutions

• Ordinary: Adopt audited financial statements for FY2026, including consolidated.
• Ordinary: Re-appoint Vyomesh M. Shah as director, retiring by rotation.
• Special: Issue FCCB up to US$150 million.
• Ordinary: Remuneration for Cost Auditors for FY 2026-27.
• Ordinary: Approve material related party transactions of the company.
• Ordinary: Approve related party transactions where subsidiary is party but company is not.

Voting Status

• Outcome pending; results to be communicated to exchanges and posted on the company website.

Auditors & Scrutiny

• Statutory auditor's report for FY2026 had no qualifications; no reading required at AGM.
• Scrutinizer appointed for remote and AGM voting: Mihen Halani & Associates.

Meeting Details

• Date and time: Thursday, 17 September 2026, 2:00 PM
• Type/Mode: Group meeting - In person; Site visit
• Organizer: Hubtown Limited
• Venue: Mumbai

Participants

• Participants: Group of Investors and Analysts

Purpose

• Purpose: Meeting with analysts and institutional investors

Additional Notes

• Schedule may change due to exigencies

AGM Details

• Date/time: 18 September 2026, 11:00 AM IST, conducted via VC/OAVM.
• Venue deemed at the registered office address.
• E-voting cut-off: 11 September 2026.
• Remote e-voting window: 14–17 September 2026.
• Proxies not allowed; attendance via VC/OAVM only.

Ordinary Business

• Adopt audited financial statements for FY2025-26 and reports.
• Re-appoint Vyomesh M. Shah, retiring by rotation.

Special Business: FCCB

• Approve issuance of FCCBs up to US$150 million in one or more tranches.
• Board/Committee to determine terms, pricing, and placement modes.

Cost Auditor Remuneration

• Remuneration for Cost Auditor for FY2026-27 fixed at ₹150,000 plus taxes.

Related Party Transactions (Company)

• Approve material related party transactions with specified subsidiaries for FY27.

Related Party Transactions: Subsidiaries Only

• Approve material RPTs where subsidiaries engage with related parties, not the Company.

Director Reappointment

• Vyomesh M. Shah to be reappointed as Managing Director; remuneration last drawn ₹1.38 crore.

Financial highlights

• Revenue ₹83,291 Lakhs; up 58.24% YoY.
• PAT ₹16,808 Lakhs; up from ₹5,518.
• PBT ₹18,835 Lakhs; margin improvement.
• EPS ₹10.62 (basic and diluted).
• MMR-focused pipeline includes Rising City, 25 Chalets, 25 Estates, Sunstream City.

Capital structure & liquidity

• Total debt ₹128,047 Lakhs; net debt ₹113,951.85 Lakhs.
• Debt-to-equity ratio 0.43.
• Cash & cash equivalents ₹14,095 Lakhs.

Related party transactions & governance

• RPTs with promoter-group disclosed; omnibus approvals for FY27 up to ₹1,000 Crores.
• Rare Townships turnover share 244.81% of consolidated turnover.

Response to volume movement inquiry

• Company states volume rise is purely market-driven and not connected to management.
• All requisite information and price-sensitive disclosures have been intimated to exchanges as required.