Majestic Auto Ltd

Target at a glance

• Target: Sharan Hospitality Private Limited (SHPL), hospitality sector; maintenance and leasing of immovable property in India.
• Incorporated 24-Jul-2002; turnover ₹64.54 lakh (2024-25); net worth ₹(3,383.38) lakh.

Deal structure

• Acquirer Majestic Auto Limited acquires 5,00,000 SHPL equity shares (100% paid-up).
• Form of consideration comprises equity, NCDs, RPS, and ICD; total sale ₹105,42,80,536.
• Aggregate cost of acquisition: ₹376,14,80,536.
• Equity issued: 5,00,000 shares at ₹100 each.
• NCDs issued: 71,14,80,536 with face value ₹1 each.
• RPS issued: 50,00,000 Redeemable Preference Shares.
• ICD infused: ₹29,28,00,000; recoverable later; not part of sale consideration.
• SHPL becomes wholly owned subsidiary of Majestic Auto; to be credited to demat after actions.
• Post-completion, SHPL securities to be transferred to Purchasers.

Timeline and approvals

• Agreement date: 15 July 2026; completion targeted 31 October 2026.
• First-phase allotment approved 24 August 2026; funds infused by Majestic Auto.
• Regulatory approvals: Supreme Court order dated 17 July 2026 enabling resolution plan.
• Completion subject to credit of securities to demat accounts and depository actions.

Strategic rationale and background

• Rationale: implementation of SHPL Resolution Plan; transfer to Purchasers as per agreements.
• Expected pre-tax gain: approx ₹329.28 crore on completion.
• Purchasers: 360 One Real Assets Advantage Fund and NovumLake Property Fund.
• Target background: SHPL engaged in maintenance and leasing of immovable property; India-based.
• Promoter/group relation: not related party; no promoter interest.
• Sector/country: Hospitality; India.

AGM Details

• Date and time: 17 Aug 2026, 11:00 IST.
• Mode: Video Conferencing.
• Record date: 10 Aug 2026.
• Total shareholders on record: 10,262.
• Shareholders attended via VC: Promoter group 2; Public 115.

Resolutions Put to Vote

• Resolution 1: Adoption of audited financial statements for year ended 31 Mar 2026 (Ordinary).
• Resolution 2: Dividend – interim and final dividend for 2025-26 (Ordinary).
• Resolution 3: Re-appointment by rotation of a director (Ordinary).

Voting Results

• Resolution 1: Passed; 8,151,861 polled, 7,798,108 in favour, 0 against.
• Resolution 2: Passed; 8,151,861 polled, 7,798,108 in favour, 0 against.
• Resolution 3: Passed; 8,151,861 polled, 7,798,108 in favour, 0 against.

AGM details

• AGM held via video conferencing on 17-08-2026 at 11:00 AM.
• Record date 10-08-2026; total on-record shareholders 10,262.
• Meeting duration 11:00 AM to 12:01 PM.
• Attendance: 2 promoter-group and 115 public attendees via VC.

Resolutions and outcomes

• Ordinary: Adopt audited financial statements for year ended 31-03-2026.
• Outcome: Passed with 100% in favour of votes polled.
• Ordinary: Declare final dividend for year ended 31-03-2026.
• Outcome: Passed; final dividend declared.
• Ordinary: Re-appoint Ayush Munjal as director by rotation.
• Outcome: Passed.

AGM details

• AGM conducted on 17 Aug 2026 at 11:00 IST via VC/OAVM.
• Deemed venue: 3rd Floor, 2A, Mahindra Tower, New Delhi.
• Record date: 10 Aug 2026; shareholders on record: 10,262.

Resolutions

• Adoption of standalone and consolidated financial statements approved.
• Interim dividend paid; final dividend for FY 2025-26 approved.
• Re-appointment of Aayush Munjal as director liable to retire by rotation approved.

Voting results

• All resolutions approved; no dissent reported.

Directors

• Aayush Munjal re-appointed as director liable to retire by rotation.

Auditors

• Statutory auditors attended; no changes announced.

Dividend details

• Final dividend for FY 2025-26 approved; interim dividend already paid.

Other approvals

• Scrutinizer appointed to conduct voting.

Financial results approved

• Standalone and consolidated unaudited results for quarter ended 30 June 2026 approved; Limited Review Report attached.
• Audit Committee reviewed the results on 11 August 2026; Board approved them on the same date.

Dividend decisions

• Final dividend for FY2025-26 proposed at 25 per share (250%); interim 35 per share (350%); total 60 per share.
• Consolidated results note final dividend of 25 per share with interim 35 per share; total 60 per share.

Subsidiary status

• Group liquidated Emirates Technologies Private Limited on 04 September 2025; ETPL ceased to be subsidiary.

Auditor/regulatory remarks

• Independent auditor’s review concluded no material misstatement in standalone or consolidated results.

Operating segments

• Operating segment is a single segment: real estate and management services; Ind AS-108 not applicable.

Parties involved

• Majestic Auto Ltd; ARC; SHPL; and purchasers NovumLake Property Fund and 360 ONE Real Assets Advantage Fund.
• Inter-related documents include Securities Purchase Agreement and escrow/funding arrangements.

Purpose

• To settle SHPL's Resolution Plan with ARC and withdraw proceedings via Supreme Court.

Key terms

• Payment of ₹81,84,10,538 toward the Resolution Plan Amount.
• Payment of ₹23,58,69,998 toward Additional Interest Amount.
• Proposed transfer of securities to Majestic Auto upon satisfying conditions precedent.
• Transfer subject to Supreme Court orders and execution of consent agreement.
• No special rights (no directors, pre-emptive rights, or capital-structure restrictions).
• Conditions precedent include settlement with lender and resolution of the case.

Related party status

• ARC is not related to Majestic Auto's promoter group or group companies.
• The agreements are not related party transactions (arm's length).

Impact

• Permits continuation of SHPL Resolution Plan implementation.
• Securities transfer to Majestic Auto as consideration, subject to approvals.
• Ownership/control changes contingent on compliance with conditions.

Other disclosures

• Regulatory approvals required: Supreme Court orders; disclosures under Reg 30 as applicable.
• No nominees or conflicts disclosed; not applicable.
• Any amendment/termination to be disclosed per Regulation 30.

Termination / amendment

• Any amendment or termination will be disclosed per Regulation 30.

Dematerialisation status

• Securities dematerialised have been listed on the stock exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled; the depository name substituted as registered owner.

PAN/KYC update for physical shares

• SEBI circular requires physical-shareholders to furnish PAN linked with Aadhaar, KYC, and nomination.
• Grievance requests and payments, including dividends, will be electronic-only until details are updated.
• Documents required: ISR-1 (KYC, PAN-Aadhaar linkage); ISR-2 (signature); SH-13 for nomination; SH-14 for changes.
• Nomination updates and nominee KYC may be required; submit via RTA or Majestic Auto.
• Shares must be dematerialized; transfer of physical shares will not be processed.