Mumbai, December 31, 2025: Hubtown Limited (NSE: HUBTOWN, BSE: 532799) said its Board of Directors has reconsidered and accorded fresh approval to a composite scheme of arrangement involving Distinctive Realty Private Limited, Amazia Developers Private Limited, and Nitant Real Estate Private Limited.
The approval was granted at the Board meeting held on Tuesday, December 30, 2025, after an earlier application submitted in connection with the proposed composite scheme was returned with advice to submit a fresh application supported by an updated valuation report based on the latest audited financials.
Structure of the Approved Scheme
The approved scheme comprises two sequential amalgamations, with effect from the appointed date of October 1, 2025.Amalgamation I: Distinctive Realty Into Amazia Developers
Under the first step, Distinctive Realty Private Limited will be amalgamated into and with Amazia Developers Private Limited.Amazia Developers Private Limited is a private limited company engaged in the real estate business of construction and development of residential and commercial premises. As of September 30, 2025, Amazia Developers reported a net worth of ₹7,997.33 lakh and total revenue of ₹264.53 lakh for FY2024–25.
Distinctive Realty Private Limited is a wholly owned subsidiary of Amazia Developers Private Limited. As of September 30, 2025, Distinctive Realty reported a negative net worth of ₹1,690.72 lakh and total revenue of ₹3.39 lakh for FY2024–25.
Since Distinctive Realty is a wholly owned subsidiary, no shares will be allotted by Amazia Developers upon this amalgamation. Upon the scheme becoming effective, the entire share capital of Distinctive Realty will be cancelled and extinguished. There will be no change in the shareholding pattern of Amazia Developers as a result of this amalgamation.
Amalgamation II: Amazia Developers and Nitant Real Estate Into Hubtown
Immediately upon the coming into effect of Amalgamation I, Amazia Developers Private Limited and Nitant Real Estate Private Limited will be amalgamated into and with Hubtown Limited.Hubtown Limited is a public limited company engaged in construction and development of residential and commercial premises and infrastructure projects. As of September 30, 2025, Hubtown reported a standalone net worth of ₹2,81,421.23 lakh and total revenue of ₹38,718.64 lakh for FY2024–25.
Amazia Developers Private Limited, as a transferor company in this amalgamation, reported a net worth of ₹7,997.33 lakh and total revenue of ₹264.53 lakh for FY2024–25.
Nitant Real Estate Private Limited reported a negative net worth of ₹1,734.82 lakh and total revenue of ₹914.05 lakh for FY2024–25.
Share Exchange and Equity Issuance
Upon the scheme becoming effective, Hubtown Limited will issue and allot equity shares to the shareholders of the transferor companies as consideration for Amalgamation II.For every one fully paid-up equity share of Amazia Developers Private Limited, Hubtown Limited will issue and allot 6,221 equity shares of face value ₹10 each.
For every one fully paid-up equity share of Nitant Real Estate Private Limited, Hubtown Limited will issue and allot 16 equity shares of face value ₹10 each.
The equity shares issued under the scheme will rank pari passu with existing equity shares of Hubtown Limited in all respects, including dividend entitlement after the scheme becomes effective. The indicative value of the equity shares of Hubtown proposed to be issued under the scheme is approximately ₹980 per equity share of face value ₹10.
Shareholding Pattern Impact
Without Considering Other Approved but Pending Schemes
| Category | Pre-Scheme Shares | Pre-Scheme % | Post-Scheme Shares | Post-Scheme % |
|---|---|---|---|---|
| Promoter and Promoter Group | 4,97,70,414 | 35.02 | 16,01,40,414 | 63.43 |
| Public Shareholders | 9,23,30,243 | 64.98 | 9,23,30,243 | 36.57 |
| Total | 14,21,00,657 | 100.00 | 25,24,70,657 | 100.00 |
After Considering Additional Proposed Equity Issuances Under Other Schemes
| Category | Pre-Scheme Shares | Pre-Scheme % | Post-Scheme Shares | Post-Scheme % |
|---|---|---|---|---|
| Promoter and Promoter Group | 9,82,50,414 | 51.55 | 20,86,20,414 | 69.32 |
| Public Shareholders | 9,23,30,243 | 48.45 | 9,23,30,243 | 30.68 |
| Total | 19,05,80,657 | 100.00 | 30,09,50,657 | 100.00 |
Board Meeting Details
The Board meeting commenced at 6:00 pm IST and concluded at 7:30 pm IST on December 30, 2025.About the Company
Hubtown Limited is engaged in the business of construction and development of residential and commercial premises and infrastructure projects, either directly or through its subsidiaries, joint ventures, and associate companies. The company’s equity shares are listed on the NSE and BSE.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
The information provided is for general informational purposes only and does not constitute investment advice, a recommendation, or an offer to buy or sell any securities. Readers are advised to rely on their own assessment and judgment and consult appropriate financial advisers, if required, before taking any investment-related decisions.