Board approves demerger of Krishnagar Sentrum undertaking into wholly owned subsidiary

Board has approved a Scheme of Arrangement to demerge the Krishnagar Sentrum undertaking of the company into Shristi Realty Holdings Ltd, its wholly owned subsidiary, as a going concern on an as is where is basis.

Tue 6 Oct 2026

Share Entitlement Ratio

2 fully paid-up equity shares of face value INR 10 each of the Resulting Company for every 9 fully paid-up equity shares of face value INR…

Demerged Undertaking Turnover (FY 2025-26)

INR 1,281.72 Lakhs

Demerged Undertaking Share of Standalone Turnover

18.37%

Board approval: what happened

The Board of the company, based on the recommendations and reports of the Audit Committee and Independent Directors, has considered and approved a Scheme of Arrangement between Shristi Infrastructure Development Corporation Limited (the Demerged Company) and Shristi Realty Holdings Limited (SRHL, the Resulting Company), a wholly owned subsidiary, and their respective shareholders and creditors.

• The Scheme provides for the transfer and vesting by way of demerger of the Demerged Undertaking into the Resulting Company as a going concern, on an as is where is basis, and the consequent issue of Resulting Company New Shares to eligible shareholders of the Demerged Company.
• The Board meeting commenced at 3:00 P.M. and concluded at 4:50 P.M.

What is being demerged

• The Demerged Undertaking is the Krishnagar Sentrum of the Demerged Company: the business of construction and sale of real estate, including a mixed-use real estate project over a land parcel owned by the company at Krishnanagar, Nadia District, West Bengal, comprising residential, retail, entertainment, hospitality and lifestyle components.
• It comprises all assets, liabilities, contracts, employees, licenses, permits, approvals and properties attributable to Krishnagar Sentrum.
• The Appointed Date is 1st October, 2026, or such other date as the NCLT may decide or approve.

How big is the demerged business

• Turnover of the Demerged Undertaking for FY 2025-26 was INR 1,281.72 Lakhs.
• This forms 18.37% of the total turnover of the Demerged Company for FY 2025-26 on a standalone basis.

What shareholders receive

• No cash consideration is payable under the Scheme. The consideration is discharged by issue and allotment of equity shares by the Resulting Company.
• Share Entitlement Ratio: 2 fully paid-up equity shares of face value INR 10 each of the Resulting Company for every 9 fully paid-up equity shares of face value INR 10 each held in the Demerged Company.
• These shares go to eligible shareholders holding fully paid-up equity shares of the Demerged Company whose names appear in the register of members on the Record Date, or to their heirs, executors, administrators, legal representatives or other successors in title as recognised by the Board of the Demerged Company.
• Fractional shares: the Board of the Resulting Company will consolidate all fractional shares, round up to the next whole number and issue consolidated Resulting Company New Shares to a trustee nominated by its Board, who holds them in trust. The resulting shareholding is likely to change in such an event, which may not be material.
• The ratio will be adjusted for any changes in capital structure arising from a corporate action by the companies during the pendency of the Scheme.
• The ratio was determined on the basis of the Share Entitlement Ratio Report dated October 06, 2026 issued by Omnifin Valuation Services (OPC) P Ltd, Registered Valuers. Corpwis Advisors Private Limited, an independent SEBI-registered Category-I Merchant Banker, has opined that the ratio is fair from the perspective of the shareholders of the Demerged Company.

Shareholding impact

• Demerged Company: there will be no change. Promoter & Promoter Group 1,66,33,459 shares (74.93%); Public 55,66,541 shares (25.07%); Total 2,22,00,000 shares (100%).
• Resulting Company before the Scheme: Promoter & Promoter Group 10,000 shares (100%); Total 10,000 shares (100%).
• Resulting Company after the Scheme, computed on the Share Entitlement Ratio: Promoter & Promoter Group 36,96,324 shares (74.93%); Public 12,37,009 shares (25.07%); Total 49,33,333 shares (100%).
• This post-Scheme shareholding is computed on the current shareholding pattern and is subject to change based on actual allotment as on the Record Date.

Listing of the Resulting Company

• Listing will be sought on both exchanges where the equity shares of the Demerged Company are presently listed — The Calcutta Stock Exchange Limited and BSE Limited — subject to the Resulting Company obtaining the requisite approvals, including relaxation under Rule 19(7) of the Securities Contracts (Regulation) Rules, 1957.

Why the company proposes this

• Strategic portfolio realignment: segregating Krishnagar Sentrum from the company's wider development portfolio of townships, residential, retail, logistics hubs and industrial park developments, described as distinct in nature, size, location and development requirements.
• Focused execution: Krishnagar Sentrum has a relatively shorter execution timeline than the township projects generally undertaken; the segregation is expected to facilitate quicker decision-making, timely development and delivery and greater focus on homebuyers' requirements.
• Financial flexibility: the Resulting Company can pursue project-specific funding and attract business-specific investors and potential strategic partners.
• Continued support: the Resulting Company would continue to draw on the company's brand equity, experience, execution track record and goodwill.
• The company states the Scheme is in the best interests of the companies, their shareholders, creditors, employees and other stakeholders.

What happens next

• The Scheme is subject to receipt of the observation / no-objection letter from the stock exchanges where the equity shares are listed, approval of the shareholders and creditors (as applicable) of the companies, sanction of the National Company Law Tribunal, Kolkata Bench, and other applicable statutory, regulatory or governmental authorities.
• The Scheme will be shared with the stock exchanges as per applicable provisions of the SEBI Listing Regulations, including Regulation 37.

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