Shareholders meeting

Date: September 04, 2026 BSE Limited Scrip Code: 543287 Debt Segment – 976262, 976764, 976895, 976923, 977163, 977293 National Stock Exchange of India Limited Debt Segment Trading Symbol: LODHA Sub: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”) enclosing the notices for convening separate meetings of Equity Shareholders and Secured Creditors (including Secured Non-Convertible Debenture Holders) of the Company in connection with the Scheme of Merger by Absorption pursuant to the Hon’ble National Company Law Tribunal (‘NCLT’) Order dated August 06, 2026 Ref: Scheme of Merger by Absorption of Roselabs Finance Limited and National Standard (India) Limited with Lodha Developers Limited and their respective shareholders and creditors (‘Scheme’) Dear Sir, With reference to the captioned subject, the Hon’ble NCLT has directed separate meetings to be held of the Equity Shareholders and Secured Creditors (including Secured Non-Convertible Debenture Holders) of the Company for the purpose of considering, and if thought fit, approving the proposed Scheme, through Video Conferencing or Other Audio-Visual Means (“VC/ OAVM”). Accordingly, we enclose herewith the notice and explanatory statement for the separate meetings of the Equity Shareholders and Secured Creditors (including Secured Non-Convertible Debenture Holders) to be convened by the Company in connection with the Scheme. Brief details of the meetings are given as under: Particulars Meeting of Equity Shareholders Meeting of Secured Creditors Day, Date, Time of the Friday, October 09, 2026 at 12:45 Friday, October 09, 2026 at Meeting P.M. (IST) 12:00 Noon (IST) Mode of Meeting VC/OAVM Cut-off date for e-voting Friday, October 02, 2026 Tuesday, March 31, 2026 Remote e-voting start Tuesday, October 06, 2026 at 09:00 Tuesday, October 06, 2026 at date and time A.M. (IST) 09:00 A.M. (IST) Remote e-voting end date Thursday, October 08, 2026 at 05:00 Thursday, October 08, 2026 at and time P.M. (IST) 05:00 P.M. (IST) The detailed instructions for joining the Meeting through VC/OAVM, manner of casting vote through e- voting, etc. are provided in the ‘Notes’ section of the notice of the Meeting. The Company is circulating the notice, explanatory statement under Section 230(3) read with Section 102 and other applicable provisions of the Companies Act, 2013 and all annexures thereto through electronic mode to all the Equity Shareholders and Secured (including Secured Non-Convertible Debenture Holders) of the Company. The said Notice along with annexures are also being uploaded on the Company’s website at www.lodhagroup.com. Kindly take the above information on your record. Thanking you, Yours faithfully, For Lodha Developers Limited (Formerly known as Macrotech Developers Limited) Sanjyot Rangnekar Company Secretary & Compliance Officer Membership No. F4154 Enc.: As above NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF LODHA DEVELOPERS LIMITED CONVENED AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH Day, Date and Time Friday, October 09, 2026 at 12:45 P.M. (IST) through video conferencing (“VC”) / other audio-visual means (“OAVM”). Cut-off date for sending the notice to the eligible shareholders Friday, August 28, 2026 Cut-off date for determining the eligibility for e-voting Friday, October 02, 2026 Remote e-voting start date and time Tuesday, October 06, 2026 at 09:00 A.M. (IST) Remote e-voting end date and time Thursday, October 08, 2026 at 05:00 P.M. (IST) Mode of meeting As per the directions of the Hon’ble National Company Law Tribunal ("NCLT"), Mumbai Bench, the meeting is being convened through VC/ OAVM in exercise of power conferred on the chairperson under the Order of Hon’ble NCLT, Mumbai Bench. Notice INDEX Contents Page Nos. 1) Notice convening the meeting of the equity shareholders of Lodha Developers Limited (“Transferee Company” or “LDL” 3 or “Third Applicant Company”) convened as per the directions of the Hon'ble NCLT, Mumbai Bench 2) Explanatory statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the 14 Companies Act, 2013 (“the Act”) and rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Merger Rules”) and as required under SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 3) Annexure 1 25 In the matter of Scheme of Merger by Absorption of Roselabs Finance Limited (“First Transferor Company” or “RFL”) and National Standard (India) Limited (“Second Transferor Company” or “NSIL”) with Lodha Developers Limited (“Transferee Company” or “LDL”) and their respective shareholders and creditors (“Scheme”) under Sections 230 to 232 and other applicable provisions of the Act. 4) Annexure 2(a) and 2(b) 82 Share Exchange Ratio Report dated July 30, 2024, issued by Bansi S. Mehta Valuers LLP, Registered Valuer Securities & Financial Assets IBBI/RV-E/06/2022/172 along with the copy of the addendum dated August 11, 2025 5) Annexure 3(a) and 3(b) 135 Fairness opinion dated July 30, 2024, along with the copy of the addendum dated August 11, 2025, issued by Kotak Mahindra Capital Company Limited, on the Share Entitlement Ratio in relation to the Transferee Company 6) Annexure 4(a) and 4(b) 142 Fairness opinion dated July 30, 2024, along with the copy of the addendum dated August 11, 2025, issued by Fedex Securities Private Limited, on the Share Entitlement Ratio in relation to the Transferor Companies 7) Annexure 5 152 Fairness opinion dated July 30, 2024, issued by Kunvarji Finstock Private Limited, on the Listed Non-Convertible Debentures of the Transferee Company 8) Annexure 6 154 Observation letter dated December 30, 2025, issued by BSE Limited (“BSE”) (“BSE Observation Letter”) 9) Annexure 7 158 Observation letter dated December 30, 2025, issued by National Stock Exchange of India Limited (“NSE”) (“NSE Observation Letter”) 10) Annexure 8 162 Complaint report submitted to Stock Exchanges, i.e. BSE and NSE 11) Annexure 9A,9B, and 9C 170 Report adopted by the respective board of directors of RFL, NSIL and LDL pursuant to Section 232(2)(c) of the Act 12) Annexure 10A, 10B and 10C 179 Resolutions passed by the board of directors of RFL, NSIL and LDL at their respective Board Meetings on July 30, 2024 and August 11,2025 13) Annexure 11 201 Copy of the Audited Financial Statements of RFL as on March 31, 2026 14) Annexure 12 235 Copy of the Audited Financial Statements of NSIL as on March 31, 2026 15) Annexure 13 274 Copy of the Audited Financial Statements of LDL as on March 31, 2026 16) Annexure 14A, 14B and 14C 420 Copy of certificate issued by the Statutory Auditor of the RFL, NSIL and LDL certifying the accounting treatment proposed in the Scheme 17) Annexure 15 450 Copy of order passed by the Hon’ble NCLT, Mumbai Bench in C.A.(CAA) No. 142 (MB) 2026 dated August 6, 2026 (“Order”) 18) Annexure 16 475 Post merger balance sheet of the Transferee Company 19) Annexure 17 476 Pre-scheme and post-scheme shareholding patterns of RFL, NSIL and LDL, each as on June 30, 2026 along with rationale of changes, occurred between the filing of the draft scheme to the notice to the shareholders 20) Annexure 18 604 Details of Corporate Guarantees given by/given to the Third Applicant Company FORM NO. CAA.2 [Pursuant to section 230(3) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY SCHEME APPLICATION NO. C.A.(CAA) / 142 (MB) / 2026 In the matter of the Companies Act, 2013 In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder; In the matter of Scheme of Merger by Absorption of Roselabs Finance Limited (‘First Transferor Company’) having CIN L70100MH1995PLC318333 and National Standard (India) Limited (‘Second Tr [Showing first 8,000 characters — download PDF for full document]