Board approves Scheme of Arrangement to consolidate wholly owned subsidiary's business undertaking

Board of Directors, at its meeting held on 1 October 2026, approved a Scheme of Arrangement.

Thu 1 Oct 2026

Board Approval Date

1 October 2026

Turnover of Demerged Business Undertaking (FY ended 31 March 2026)

Rs. ~869 Crs

Share of Total Consolidated Turnover

~77% of the company's total consolidated turnover

Consideration / Shareholding Impact

No shares proposed to be issued, no change in shareholding patterns, no new listing required, no consideration involved

What happened

The Board of Directors, at its meeting held on 1 October 2026, approved a Scheme of Arrangement between the company (the Resulting Company) and Satguru Corporate Services Private Limited (the Demerged Company), its wholly owned subsidiary, and their respective shareholders under Sections 230-232 of the Companies Act, 2013.

The Scheme provides for the demerger and consolidation of the Demerged Business Undertaking of Satguru into the company, on a going concern basis.

What is being consolidated

• The Demerged Business Undertaking of the Demerged Company comprises the residential real estate project under 'Sunteck City 4th Avenue Undertaking', as defined in the Scheme.

The numbers to note

• Turnover of the Demerged Business Undertaking for the year ended 31 March 2026: Rs. ~869 Crs
• That represents ~77% of the company's total consolidated turnover for the year ended 31 March 2026

Why the company says it is doing this

The Scheme is expected, inter alia, to result in the following benefits

• Consolidation of the Demerged Business Undertaking
• To achieve administrative and operational efficiencies
• Efficient pooling and deployment of financial resources, managerial resources and facilitate project-specific capital allocation and funding strategies

Effect on shareholding

• Satguru is a wholly owned subsidiary of the company, so no shares are proposed to be issued pursuant to the Scheme
• There will be no change in the shareholding patterns of the company and Satguru
• The equity shares of the Resulting Company are already listed on the stock exchanges; there is no requirement of any new listing of shares as there is no consideration involved in the Scheme

What happens next

The Scheme is subject to the requisite statutory and regulatory approvals, including the approval of the National Company Law Tribunal.

How to read this

This is described in the update as essentially an internal reorganisation between the company and its wholly owned subsidiary. The undertaking being consolidated is its project 'Sunteck City 4th Avenue Undertaking', and the disclosed turnover of that undertaking indicates its scale relative to the consolidated business. The sequence to track is the receipt of the statutory and regulatory approvals, including the NCLT approval, that the Scheme is subject to.

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