Hubtown Limited Board Meeting Outcome: A Landmark Amalgamation for Real Estate Growth

Hubtown Limited, a leading real estate and infrastructure company, has taken a significant step towards restructuring its group entities by announcing a major Scheme of Arrangement. The decision was approved at the company’s Board Meeting held on August 26, 2025, based on recommendations from the Independent Directors Committee and Audit Committee.

The Scheme is structured under Sections 230 to 232, Section 66, and other applicable provisions of the Companies Act, 2013. The move reflects Hubtown’s strategy to consolidate business operations, optimise resources, and create long-term value for shareholders.

The amalgamation involves two major stages:

• Amalgamation I: Distinctive Realty Private Limited (DRPL) into Amazia Developers Private Limited (ADPL).

• Amalgamation II: Nitant Real Estate Private Limited (NREPL) and ADPL into Hubtown Limited (HL).

The appointed date for the Scheme is July 1, 2025.

Key Entities Involved in the Amalgamation

The Scheme brings together multiple group companies of Hubtown with significant assets and ongoing projects.

• Amazia Developers Private Limited (ADPL): Incorporated in 2006, engaged in construction and development of residential and commercial projects. ADPL reported a standalone net worth of ₹7,835 lakhs and revenue of ₹265 lakhs as of FY 2024-25.

• Distinctive Realty Private Limited (DRPL): Incorporated in 2006, a subsidiary company engaged in real estate development. DRPL posted a negative net worth of ₹1,690 lakhs with minimal revenue.

• Nitant Real Estate Private Limited (NREPL): Incorporated in 2010, primarily engaged in residential and commercial development, with net worth of -₹1,732 lakhs and revenue of ₹914 lakhs in FY 2024-25.

• Hubtown Limited (HL): The listed parent company, incorporated in 1989, with a strong portfolio in real estate and infrastructure. It reported a robust standalone net worth of ₹2,70,859 lakhs and revenue of ₹38,719 lakhs in FY 2024-25.

The amalgamation ensures that underperforming group companies are merged into the flagship listed entity, consolidating assets and liabilities under Hubtown Limited.

Business Rationale Behind the Merger

The Scheme is backed by strong strategic rationale:

• Streamlining Business Operations: The amalgamation removes duplications, aligns operations, and strengthens the group’s financial position.

• Premium Real Estate Projects: DRPL and ADPL collectively hold majority stakes in Twenty Five South Realty Limited (TFSRL) and Twenty Five Downtown Realty Limited (TFDRL). These are super-luxury residential projects in Mumbai, namely ‘25 South’ at Prabhadevi and ‘25 Downtown’ near Mahalaxmi.

• Financial Synergies: These projects are expected to deliver substantial financial returns, strengthening Hubtown’s earnings visibility.

• Market Leadership: By combining resources, Hubtown is positioning itself as a stronger player in Mumbai’s luxury real estate market.

• Operational Efficiencies: The merger will result in cost optimisation, economies of scale, and better resource utilisation.

In essence, the amalgamation is expected to unlock value for shareholders, enhance corporate governance, and attract investors.

Financial Impact and Shareholding Changes

The Scheme of Arrangement also details the share exchange ratios for the amalgamation:

• For Amalgamation I, as DRPL is a wholly owned subsidiary of ADPL, its share capital will be cancelled with no impact on ADPL’s shareholding.

• For Amalgamation II, Hubtown Limited (HL) will issue new equity shares in exchange for shares of NREPL and ADPL:

  • 16 equity shares of HL for every 1 share of NREPL.

  • 5,558 equity shares of HL for every 1 share of ADPL.

The indicative valuation pegs Hubtown Limited’s new shares at approximately ₹900 per share (face value ₹10 each).

Post Scheme, Hubtown’s promoter shareholding will increase significantly, while public shareholding will be adjusted accordingly. Before the Scheme, promoters held 35.02% (fully diluted). After the Scheme, the promoter stake is projected to rise above 63%, while public shareholding will decline proportionately.

This restructuring strengthens promoter control but still ensures compliance with minimum public shareholding norms prescribed by SEBI.

Pre-Sales Outlook of Rs 6,000 Crore

One of the most striking highlights of this corporate restructuring is Hubtown’s targeted pre-sales of approximately Rs 6,000 crore during FY 2025-26.

This ambitious projection is backed by:

• Strong demand for luxury housing in Mumbai, particularly in premium locations like Prabhadevi and Mahalaxmi.

• The ongoing success of 25 South and 25 Downtown projects, which are designed as premium lifestyle residences with world-class amenities.

• The expectation of improved investor confidence following restructuring and operational consolidation.

If achieved, this would mark one of Hubtown’s highest-ever sales milestones, reflecting the company’s ability to leverage its consolidated portfolio effectively.

Regulatory and Approval Process

The Scheme is subject to multiple approvals, including:

• Stock Exchanges (NSE and BSE) under Regulation 37 of SEBI LODR.

• National Company Law Tribunal (NCLT) for final sanction.

• Shareholders and Creditors of both transferor and transferee companies.

• Any other regulatory bodies as per applicable laws.

Hubtown has already filed disclosures under Regulation 30 of SEBI (LODR) Regulations and SEBI’s circular dated July 13, 2023.

The process may take several months, but the company expects the approvals to be obtained within FY 2025-26 to ensure timely execution of the Scheme.

Market Implications

Hubtown Limited’s restructuring move has major implications for investors and the real estate sector:

• For Investors: Increased promoter stake may provide confidence, but dilution of public shareholding may influence stock liquidity.

• For Shareholders: Shareholders of transferor companies will now gain direct ownership in Hubtown Limited, a listed entity, enhancing value visibility.

• For the Real Estate Market: Hubtown’s consolidation is expected to strengthen its ability to deliver large-scale luxury projects, making it more competitive in Mumbai’s high-demand zones.

If executed successfully, this move positions Hubtown among the leading luxury real estate developers in India.

Conclusion

Hubtown Limited’s approval of the amalgamation of DRPL, NREPL, and ADPL with itself is a landmark corporate restructuring decision. With its ambitious Rs 6,000 crore pre-sales target, focus on luxury projects in prime Mumbai locations, and stronger promoter control, Hubtown is expected to enhance shareholder value and build long-term growth momentum.

This Scheme of Arrangement not only consolidates operations but also creates a robust platform for Hubtown’s next phase of expansion in the Indian real estate sector.

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