5444232026-05-125444232026-05-122026-05-12544423KALPATARU LIMITEDKALPATARUNOTLISTEDINE227J01012NewAmalgamation/ Mergertrue2026-05-1218:00:002026-05-12falsefalsetrue1. Kalpataru Retail Ventures Private Limited is primarily engaged in the business of mall operations and real estate development. 2. Kalpataru Properties (Thane) Private Limited, Alder Residency Private Limited, Kalpataru Residency Private Limited, Ardour Developers Private Limited, Aspen Housing Private Limited and Kalpataru Limited are primarily engaged in the business of real estate development. Demerger and Vesting of Demerged Undertaking of the Demerged Company into the Resulting Company 1.1. The respective Board of Directors of the Demerged Company and Resulting Company intend to carve out the identified ‘Korum Mall’ business of the Demerged Company into the Resulting Company. The objective is to achieve a more robust and scalable operating structure that will enable expansion of business operations, a broader service and asset portfolio, realisation of economies of scale, operational and cost efficiencies, and optimisation of logistics and resource deployment. 1.2. The proposed demerger of identified ‘Korum Mall’ business from the Demerged Company into the Resulting Company would inter-alia have the following benefits: 1. Such segregation of businesses shall enable focus and bring efficacy in management of identified ‘Korum Mall’ Business to be undertaken by the Resulting Company. 2. The segregation would result in efficient utilisation of the infrastructure facilities and optimum utilisation of the available resources; 3. Lead to clear strategic direction on account of segregation of both the businesses in which the group is engaged; 4. Segregation of the business will enable unlocking value of the consolidated business of each vertical thereby paving way for focused growth with a view to create significant stakeholder value; 5. Improve organisational capability and leadership, arising from the pooling of human capital that have the diverse skills, talent, and vast experience to compete successfully in an increasingly competitive industry; and 6. Moreover, the Scheme is expected to increase the long-term value for the shareholders of all the Companies and other stakeholders. Amalgamation of the Transferor Companies with Transferee Company 1.3. The Transferor Company 1 is a wholly owned subsidiary of the Transferee Company and Transferor Company 2, Transferor Company 3, Transferor Company 4 and Transferor Company 5 are step-down wholly owned subsidiaries of the Transferee Company, and with an intent to rationalise the group holding structure by way of reduction of number of entities, the Board of Directors of Transferor Companies and Transferee Company propose to merge the Transferor Companies with the Transferee Company. 1.4. The proposed amalgamation of Transferor Companies with Transferee Company would inter alia have the following benefits: (i) Simplification of the group structure; (ii) Reducing the number of legal entities, resulting into lesser administrative and regulatory compliances; (iii) Streamlining the corporate structure of the group and consolidate the assets and Liabilities of the Transferor Companies with the Transferee Company; (iv) Reduction in regulatory and legal compliances and avoidance of multiple records keeping; and (v) Result in financial resources being efficiently merged and pooled leading to more effective and centralised management of funds, greater economies of scale, stronger base for future growth and rationalisation of costs by simplification of management structure leading to better administration and cost savings. (vi) The proposed Amalgamation shall also benefit all the shareholders, creditors, employees and all other stakeholders and shall enable the companies to achieve and fulfil their objectives more efficiently and economically. (vii) Avoid duplication of efforts and bring synergy in operations. OthersNo cash consideration is payable under the Scheme. The consideration under the Scheme will be discharged as follows: a) Demerger of the Demerged Undertaking of Demerged Company into the Resulting Company; 1 (One) fully paid-up redeemable preference share of INR 10/- (Rupees Ten only) each, of KPTPL shall be issued and allotted for every 100 (One Hundred) fully paid-up equity shares of INR 10/- (Rupees Ten only) each, held by the equity shareholders in KRVPL. b) Amalgamation of Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4 and Transferor Company 5 with the Transferee Company; Since the Transferor Company 1, is a wholly owned subsidiary of the Transferee Company and Transferor Company 2, Transferor Company 3, Transferor Company 4, and Transferor Company 5 are step-down wholly owned subsidiaries of the Transferee Company, accordingly, upon the Scheme becoming effective, all the equity shares, as held by the Transferee Company, wholly owned subsidiaries of the Transferee Company and its nominee(s) in the Transferor Companies shall be automatically cancelled and extinguished, without requiring any further application, act or deed. Accordingly, there will be no issue or allotment of shares of Transferee Company to the shareholders of Transferor Companies pursuant to the Scheme.There will be no change in the shareholding pattern of Kalpataru Limited pursuant to the Scheme coming into effect.NA