Awfis Space Solutions Limited on December 23, 2025, informed stock exchanges that it has initiated a postal ballot process to seek shareholder approval for the sale and transfer of its Design and Build (D&B) business to its wholly owned subsidiary, Awfis Transform Private Limited.

The proposal has been disclosed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Postal ballot and voting details

The company stated that shareholder approval will be sought through postal ballot via remote e-voting only, in compliance with applicable provisions of the Companies Act, 2013 and SEBI regulations.

The remote e-voting period will commence on December 24, 2025, at 9:00 am and conclude on January 22, 2026, at 5:00 pm. Shareholders holding equity shares as on December 19, 2025 (cut-off date) will be eligible to vote.

The results of the postal ballot are scheduled to be declared on or before January 24, 2026.

Nature of the transaction

As per the filing, Awfis proposes to sell and transfer its Design and Build business undertaking on a slump sale basis, as defined under the Income-tax Act, 1961, to Awfis Transform Private Limited, a wholly owned subsidiary.

The transfer will be undertaken on a going concern and “as is where is” basis, along with all related tangible and intangible assets, liabilities, employees, licenses, approvals, contracts, and obligations connected to the D&B business.

Valuation and consideration

The consideration for the proposed transfer will be determined based on an independent valuation report to be obtained on or before March 31, 2026.

For reference, the book value of the Design and Build undertaking as of September 30, 2025, is approximately ₹265.91 million. The final consideration will be subject to adjustments based on book value as on the closing date and discharged in accordance with the Business Transfer Agreement executed between Awfis and Awfis Transform.

Business rationale

The Design and Build business comprises design consultancy, interior fit-out execution, and allied services. For the financial year ended March 31, 2025, the segment contributed around 23.13% of the company’s total turnover, amounting to approximately ₹2,782.58 million.

Awfis said the proposed restructuring aims to enhance operational efficiency, create sharper management focus, and unlock synergies by housing the D&B operations under a dedicated subsidiary.

Regulatory and shareholder approvals

Although the transaction qualifies as a related-party transaction, the company clarified that it is exempt from certain approval requirements as the transfer is to a wholly owned subsidiary and consolidated financial statements will continue to be presented.

However, shareholder approval is being sought under Section 180(1)(a) of the Companies Act, 2013, as the undertaking contributes more than 20% of the company’s income.

Impact on shareholders

Awfis stated that the proposed transaction will not impact the consolidated financial position of the group, and shareholders will continue to remain the ultimate beneficiaries, as the transfer is within the group.

Company overview

Awfis Space Solutions Limited operates in the flexible workspace and commercial real estate solutions segment. The company is listed on the NSE under the symbol AWFIS and on the BSE with scrip code 544181.

Conclusion

The proposed slump sale of the Design and Build business marks a strategic restructuring move by Awfis to streamline operations and strengthen long-term value creation. The final outcome will depend on shareholder approval through the ongoing postal ballot process.

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