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OMAXE LIMITED M&A Activity 2024

Sep 30, 2024

62271_rns_2024-09-30_cd67a4fa-d3b5-4618-85d0-9508a2e9e5b2.pdf

M&A Activity

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D B R

SRIKANTA

Digitally signed by D B R SRIKANTA DN: c=IN, o=Personal, 2.5.4.20=a2ba70cf355ac499daae62c068d90f9320682463018 04c30fc6d2c21748ed8fa, postalCode=201301, st=Uttar Pradesh, serialNumber=6890153955fb585ed0c1617aa74f7a6c69450b 25402ca2ec88042f33567f2a08, cn=D B R SRIKANTA Date: 2024.09.30 19:38:16 +05'30'

Annexure I

					Annexure I
Sr. No.	Particulars	Details	Details	Details	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	M/s Parshwa Veer Builders and Developers Private Limited (PVBDPL) CIN: U45200MP2010PTC023215 Authorized Equity Share Capital : Rs. 2,00,00,000 (Rupees Two Crores Only) divided into 20,00,000 (Twenty lakhs) Equity Shares of Rs. 10/- each Paid up Equity Share Capital : Rs 21,00,000 (Rupees Twenty One Lakhs Only ) Divided into 2,10,000 (Two Lakhs Ten Thousand) Equity Shares of Rs. 10/- each Turnover (As at 31.03.2024): 10.80 Lakhs	M/s Be Together Developers Private Limited CIN: U70109HR2021PTC098895 Authorized Equity Share Capital : Rs. 10,00,000 (Rupees Ten Lakh Only) divided into 1,00,000 (One lakh) Equity Shares of Rs. 10/- each Paid up Equity Share Capital : Rs 1,00,000 (Rupees One Lakh Only ) Divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- each Turnover (As at 31.03.2024): NIL	M/s Radhika Buildwell Private Limited CIN:U45200DL2008PTC179579 Authorized Equity Share Capital : Rs. 1,00,000 (Rupees One Lakh Only) divided into 10,000 Ten Thousand) Equity Shares of Rs. 10/- each Paid up Equity Share Capital : Rs 1,00,000 (Rupees One Lakh Only ) divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- each Turnover (As at 31.03.2024): NIL	M/s Khushiyon Ka Ghar Private Limited CIN : U70109HR2022PTC100576 Authorized Equity Share Capital : Rs. 10,00,000 (Rupees Ten Lakhs Only) divided into 1,00,000 (One lakh) Equity Shares of Rs. 10/- each Paid up Equity Share Capital : Rs 1,00,000 (Rupees One Lakh Only ) Divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- each Turnover (As at 31.03.2024): NIL
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	No , the acquisition does not fall within the ambit of the related party transaction. The said acquisition is being done at arm’s length Price.	Yes, the acquisition fall within the ambit of the related party Transaction . The said acquisition is being done at arm’s length price. Nature of Interest : Entities over which key managerial personnel or their relatives exercises significant influence	Yes, the acquisition fall within the ambit of the related party Transaction . The said acquisition is being done at arm’s length price. Nature of Interest : Entities over which key managerial personnel or their relatives exercises significant influence	Yes, the acquisition fall within the ambit of the related party Transaction . The said acquisition is being done at arm’s length price. Nature of Interest : Entities over which key managerial personnel or their relatives exercises significant influence
3.	Industry to which the entity being acquired belongs;	Real Estate Activities	Real Estate Activities	Real Estate Activities	Real Estate Activities
4.	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	1. To carry on the business of Builders, Contractors, Developers, Architects and to acquire, purchase, sell, construct, develop, build, erect, demolish, repair, renovate, alter, let out, lease, license, exchange, furnish, fabricate, acquire tenaments, occupational rights and other interest or rights in land, estate, buildings, flats, apartments, houses, farms, roads, highways, railways, waterways, hospitals, schools, industrial sheds, pavements, concrete structures, godowns, shops, shopping & commercial complexes, control towers, water tanks, bridges, culverts, row houses, hutment, halls, conference houses, auditorium, buildings for dwelling and commercial purposes, public conveniences, townships, amusement & entertainment parks, recreation parks, holiday homes, warehouses, cold storages and other structural and architectural work and for such purpose prepare lay-outs, estimate plans, designs, specifications or models and to do any of the above activities on Built, Operate and Transfer Basis (BOT) or on any other basis as may be declared to be covered under various schemes of State Governments, Central Government, Local Authorities etc. and to carry out any type of surveys including for Roads, Bridges, Dams etc. and to provide consultancy in respect of any of the above matters 2. To carry on the business of integrated township development involving provision of residential, educational, medical, community, commercial or institutional buildings, Apartments, Swimming Pools, Utilities, Multiplexes, Landscaped open plots and creation of required facilities including roads, water supply, water treatment, sanitation and sewerage systems and solid waste treatment and management systems. The Object mentioned under point no. 1 and 2 above are in same line of the business of Omaxe Limited.	1. To carry on the business of real estate development including erecting and constructing structure, houses, sheds, flats and other fixtures n land and/or buildings, taking over, building, developing, maintaining, operating, promoting, modification, repairing, making, remarking, demolishing for reconstruction or otherwise designing, redesigning, selling, license or easement, renting, assigning, mortgaging, creating any other right, title or interest or disposing or dealing in any manner in all or any of the following, whether alone or in collaboration or assistance or joint venture or partnership or in any other manner or arrangement with one or more person(s) including helping, assisting and/or aiding such person, and to purchase, take on lease or otherwise acquire or exchange or transfer any land and buildings of any tenure, and To act as civil contractors for any person or governmental authorities for the construction of building of all description roads, bridges, earth work, sewers, tanks, cranes, culverts, channels and Sewage. The Object mention in point no 1 are in same line of the business of Omaxe Limited	1. To carry on the business as manufacturers of and dealers in and workers in timber, hardware, steel, iron, metal, electrical appliances, terracottas, cement of any kind, bricks, marbles, tiles, pipes, sanitary and household fittings, electrical fittings, and decorative plants, materials, including packing material, electrical devices and requisites and fittings and furniture of every description and all types and sorts of the building materials/ finishing materials for the construction/ erection of the buildings. 2. To carry on the business of construction of residential houses, commercial buildings, flats and factory sheds and buildings in and out of India and to act as builders, colonizers and civil constructional contractors. To purchase Lands, buildings or such other interest in any immovable properties and turn to account by laying out, plotting and preparing the same for building purposes, constructing buildings, furnishing, fitting up, and improving buildings and by paving, draining and building on rent. 3. To carry on the business of purchasing, constructing, building, erecting developing, maintaining, operating, promoting, modifying, repairing, making, remaking, demolishing for reconstruction or otherwise designing, redesigning, selling, license or easement renting, assigning, mortgaging, transferring, creating any other right, title or interest or disposing or dealing in any manner in all or any of the following, whether alone or in collaboration or assistance or joint venture or partnership or in any other manner or arrangement with one or more person(s) including helping, assisting and/or aiding such persons : a) Any land, building, house, kothi, bunglow, row houses, flats, sheds, factories, godowns, storage facilities and /or any other immovable property or real estate and/or all structures of all kinds whether industrial, commercial, residential. b) Roads, bridges, docks, harbours, wharves, culverts, channels, highways including all kinds of highway projects, toll roads and toll bridges and housing and / or other projects, activities and facilities whether related to and / or forming part of such projects or otherwise. c) Dams, reservoir, filter beds, bandhs, wells, water supply projects and other water supply storage and / or distribution projects systems and facilities including wells, tube wells and canals, river belts, river water, holders, retainers and diverters. d) All types of industrial, commercial, residential and other constructions, erections and other projects and facilities. The Object mentioned under point no. 1 to 3 above are in same line of the business of Omaxe Limited.	To carry on the business of real estate development including erecting and constructing structure, houses, sheds, flats and other fixtures n land and/or buildings, taking over, building, developing, maintaining, operating, promoting, modification, repairing, making, remarking, demolishing for reconstruction or otherwise designing, redesigning, selling, license or easement, renting, assigning, mortgaging, creating any other right, title or interest or disposing or dealing in any manner in all or any of the following, whether alone or in collaboration or assistance or joint venture or partnership or in any other manner or arrangement with one or more person(s) including helping, assisting and/or aiding such person, and to purchase, take on lease or otherwise acquire or exchange or transfer any land and buildings of any tenure, and To act as civil contractors for any person or governmental authorities for the construction of building of all description roads, bridges, earth work, sewers, tanks, cranes, culverts, channels and Sewage. The Object mention in point no 1 are in same line of the business of Omaxe Limited
5.	Brief details of any governmental or regulatory approvals required for the acquisition	Not Applicable	Not Applicable	Not Applicable	Not Applicable
6.	Indicative time period for completion of the acquisition	30-Sep-24	30-Sep-24	30-Sep-24	30-Sep-24
7.	Consideration -whether cash consideration or share swap or any other form and details of the same	Cash Consideration - Payment made through banking Channel	Cash Consideration - Payment made through banking Channel	Cash Consideration - Payment made through banking Channel	Cash Consideration - Payment made through banking Channel
8.	Cost of acquisition and/or the price at which the shares are acquired;	2,10,000 Equity Shares of Rs.10/- each have been acquired at a price of Rs. 850/- each aggregating to Rs.17,85,00,000/- (Rupees Seventeen Crore Eighty Five Lakh Only)	10,000 Equity Shares of Rs.10/- each have been acquired at a price of Rs. 10/- each aggregating to Rs. 1,00,000/- (Rupees One Lakh Only)	10,000 Equity Shares of Rs.10/- each have been acquired at a price of Rs. 288.55/- each aggregating to Rs. 28,85,500 (Rupees Twenty Eight Lakh Eighty Five Thousand Five Hundred only)	10,000 Equity Shares of Rs.10/- each have been acquired at a price of Rs.221.54/- each aggregating to Rs. 22,15,400 (Rs. Twenty Two Lakh Fifteen Thousand Four Hundred Only)
9.	Percentage of shareholding / control acquired and / or number of shares acquired	100%	100%	100%	100%
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information(in brief)	PVBDPL was incorporated under the laws of India (Companies Act, 1956) on 16/03/2010 and is in same line of Business as of Omaxe Limited and has no presence in any other country outside India. Turnover of last three years: FY 2021-22: 62.53 Lakhs FY 2022-23: 26.89 Lakhs FY 2023-24: 10.80 Lakhs With acquisition of PVBDPL, Secure Properties Private Limited will become subsidiary of Omaxe Limited:	Be Together Developers Private Limited was incorporated under the law of India (Companies Act,2013) on 01/11/2021 and is in the Same line of the business as of Omaxe Limited and has no presence in any other Country outside India Trunover of Last three years FY Nov 2021 to Mar 22 - Nil FY 2022-23 - Nil FY 2023-24 -Nill Be Together Developoers Pvt. Ltd. holds equity share capital in following Companies: 1. Omaxe Be Together Ayodhya Dham Busport Private Limited (34%) 2. Omaxe Be Together Project Developer Private limited (70%) 3. Omaxe Be Together Lucknow Busport Private Limited (34%) 4. Omaxe Be Together Ghaziabad Busport Private Limited (34%) 5. Omaxe Be Together Prayagraj Busport Private Limited (34%) 6. Omaxe Be Together Kaushambi Busport Private Limited (34%) 7. Be Together Infra Projects Private Limited (34%) 8. Omaxe Be Together Amausi Busport Private Limited (34%) 9. Capital Redevelopment Pvt. Ltd. (24%) 10. Be Together Music Private Limited (50%) Concequent to the acquisition of Be Together Developoers Pvt. Ltd, the abovementioned companies will become subsidiary/associate Companies of Omaxe Limited togetherwith its existing Direct equity sharehldings.	Radhika Buildwell Private Limited was incorporated under the law of India (Companies Act,1956) on 16/06/2008 and is in the same line of the business as of Omaxe Limited and has no presence in any other Country outside India Trunover of Last three years FY 2021-22 - Nil FY 2022-23- Nil FY 2023-24 - Nil Radhika Buildwell Private Limited holds equity share capital in following Companies: 1. Omaxe Be Together Ayodhya Dham Busport Private Limited (31%) 2. Omaxe Be Together Amausi Busport Private Limited (31%) 3. Omaxe Be Together Lucknow Busport Private Limited (31%) 4. Omaxe Be Together Ghaziabad Busport Private Limited (31%) 5. Omaxe Be Together Prayagraj Busport Private Limited (31%) 6. Omaxe Be Together Kaushambi Busport Private Limited (31%) 7. Be Together Infra Projects Private Limited (31%) Concequent to the acquisition of Radhika Buildwell Private Limited the abovementioned companies will become subsidiary Companies of Omaxe Limited togetherwith its existing Direct equity sharehldings.	Khushiyon Ka Ghar Private Limited was incorporated under the law of India (Companies Act, 2013) on 14/01/2022 and is in the Same line of the business as of Omaxe Limited and has no presence in any other Country outside India Trunover of Last three years FY Jan 22 to Mar 23 - Nil FY 2023-24 - Nil

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OMAXE LIMITED — M&A Activity 2024

62271_rns_2024-09-30_cd67a4fa-d3b5-4618-85d0-9508a2e9e5b2.pdf

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