Prozone Realty Ltd

Dematerialisation/rematerialisation status

• No dematerialisation/rematerialisation requests were received during the reporting period.
• Securities received for dematerialisation were confirmed to the depositories and listed on exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled after verification.
• The depository's name was substituted as registered owner in the records within prescribed timelines.

AGM Details

• 19th AGM held on 30 September 2026 at 11:30 a.m. via Video Conferencing.
• Chairman elected: Umesh Kumar, Independent Director.
• Scrutinizer appointed: Hemant Shetye; RTA MUFG Intime India Private Limited.
• Meeting conducted via VC as mandated by MCA/SEBI.
• Proxies dispensed; remote e-voting available before and during AGM.
• Concluded at 12:15 p.m.

Voting & Resolutions

• Resolutions deemed passed on the date of the meeting.

Other Details

• Live streaming of the AGM available on the registrar's website.
• Voting results to be placed on company and RTA websites.
• Records kept online for inspection during AGM.

Prozone Realty Limited - Closure of Trading Window from 01 October 2026 till end of 48 hours of declaration of financial results for the period ended 30 September 2026

Financial highlights

• Consolidated revenue from operations: ₹19,522.18 lakh; total income ₹21,240.08 lakh.
• Net profit after tax: ₹1,789.22 lakh; EPS: ₹0.70.
• Operating profit: ₹5,368.07 lakh; operating margin 27.95%.
• Dividend for FY2025-26: not proposed.
• Standalone revenue: ₹1,044.93 lakh; standalone PAT: ₹719.18 lakh; consolidated PAT higher at ₹1,789.22 lakh.

Strategic movements and capital allocation

• On 30 March 2026, acquired remaining equity from foreign partners to achieve 100% ownership of three key SPVs.
• Post consolidation, initiated premium monetisation of mature malls with up to ₹1,242.50 crore value.
• Post-year, 24 August 2026 stake sale to Inorbit Malls: Kruti 100%, Alliance 51.95%, Empire 34.71%.
• Sale enables redeployment of liquidity toward premium Mumbai opportunities; debt retirement planned with proceeds.

Asset portfolio and operations

• Prozone Mall Sambhaji Nagar: 6.91 lakh sq ft; Coimbatore Mall: 5.01 lakh sq ft; occupancies 94% and 96%.
• Q4 FY2026 retailer sales across two malls: ₹2.04 billion; footfall >4.6 million.
• Land bank: 11.89 million sq ft; 2.58 million developed; 9.30 million in development.
• Residential developments in Coimbatore, Nagpur, Indore remain held for future monetisation.

Capital structure and liquidity

• Total borrowings (consolidated): ₹62,333.79 lakh; cash and cash equivalents: ₹7,129.29 lakh.
• Current ratio: 1.01; debt-to-equity ratio: 0.28; ROE: 0.71%.
• Net debt to equity notional metrics indicate leverage remains manageable; liquidity supported by asset monetisation plan.

Governance, risk, and audit

• Board: 6 directors; 2 Executive, 3 Independent; Deepa Misra Harris ceased Feb 7, 2026; Farhat Jamal joined Feb 7, 2026.
• Audit: Statutory – MSKA & Associates; no qualifications; Secretarial – HSPN & Associates LLP.
• Remuneration policy aligned with SEBI LODR; MD remuneration 1.8 crore; Independent directors on sitting fees.

Subsidiaries and joint ventures

• Material Indian subsidiaries: Alliance Mall Developers Co Pvt Ltd (61.5% to 100% post-2026), Empire Mall Pvt Ltd (34.71% to 100%), Hagwood (93.91% to 96.5%).
• Joint venture: Calendula Commerce Private Limited (28.67%); multiple other subsidiaries and step-downs disclosed.
• Note: Post-August 2026, Kruti, Alliance and Empire ceased to be subsidiaries after sale to Inorbit.

Outlook and risks

• MD emphasizes Mumbai as growth frontier; market to remain tight amid cost pressures and regulatory changes.
• Outlook for FY2027: growth positive, cost of capital to ease if energy/commodity prices stabilise.
• Risks: inflation in construction inputs, monsoon variability, policy/regulatory shifts and external macro events.

Post-year developments and disclosures

• April 28, 2026: SPA for mall assets; in-principle approvals to sell mall assets to Inorbit; no accounting impact to 31 March 2026 results.
• Note on MCA reappointment matter for deputy MD; company pursuing available recourse; remediations under consideration.

Resolution details

• Special resolution to waive recovery of Deputy MD Salil Chaturvedi's remuneration (Feb 2020–Sep 2024).
• Votes polled: 8,37,84,031; in favour 7,92,74,411; against 45,09,620.
• Approved by requisite majority; FPIs restricted; no abstentions reported.
• Remote e-voting period: Aug 8, 2026 to Sep 6, 2026.
• Total shares held: 15,26,02,883; votes polled 8,37,84,031.

Resolution 01 – Special resolution

• Special Resolution to waive recovery of remuneration for Salil Chaturvedi (DMD) from Feb 2020 to Sep 2024.
• Outcome: Approved by requisite majority via postal ballot.
• Impact: No change to share capital; remuneration waiver finalized.
• Voting details disclosed in Annexure-1 accompanying the postal ballot filing.

Sale completion details

• Sale completed on 24 August 2026 of Kruti Realtors & Developers Private Limited (100%).
• Alliance and Empire disposals completed; total consideration unchanged at INR 1,242.50 crore.
• FVDPL ceased to be an indirect subsidiary; Kruti, Alliance, Empire ceased to be subsidiaries.
• Remaining land hive-off in progress; land retained via Hagwood and Prozone Horizons.
• Post-transaction, company to continue real estate development in Mumbai region.