Peninsula Land : NOTICE OF EOGM

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that 01/2024-25Extra-Ordinary General Meeting ("EOGM") of the Members of Peninsula Land Limited (the "Company") is scheduled to be held on Monday, June 03, 2024, at 3.00 PM. IST through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") to transact the following business:

ITEM 1: ISSUANCE OF UNLISTED UNRATED UNSECURED OPTIONALLY CONVERTIBLE DEBENTURES ON PREFERENTIAL BASIS BY WAY OF PRIVATE PLACEMENT TO ARSENIO STRATEGIES PRIVATE LIMITED ("PROPOSED INVESTOR") AND APPROVAL OF SPECIAL RIGHTS TO BE GRANTED TO THE PROPOSED INVESTOR:

To consider and if thought fit to pass, with or without modification, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 ("Act") and rules made there under (including any amendments, statutory modifications(s) or re-enactment thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended (collectively the "SEBI Regulations"), and the equity listing agreement entered into by the Company with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and all other applicable laws, rules, regulations, circulars and guidelines and also subject to such further approvals, permissions, sanctions and consents as may be necessary and required from respective authorities prescribed thereunder, and on such terms and conditions (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated under such approvals, permissions, sanctions and consents as the case may be) which may be accepted by the Board of Directors of the Company (hereinafter referred to as "Board" which term shall include any duly constituted or to be constituted and authorized committee thereof to exercise its powers under the resolution), consent of the members of the Company be and is hereby accorded to raise, on the terms and conditions determined by the Board, a total amount of Rs. 1,49,99,99,968/- (Rupees One Hundred Forty-Nine Crore Ninety Nine Lakh Ninety Nine Thousand Nine Hundred Sixty Eight only) by way of offer, issue and

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
		1

allotment on a preferential basis through private placement, to Arsenio Strategies Private Limited ("Proposed Investor"), of the following securities:

1. 1,99,11,504 (One Crore Ninety-Nine Lakh Eleven Thousand Five Hundred Four) Unlisted Unrated Unsecured Optionally Convertible Debentures of the Company of face value and issue price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only) each, convertible into 1 (one) fully paid-up equity share of face value Rs. 2/- (Rupees Two only) at a conversion price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only) each, at par, for cash consideration aggregating to INR 1,12,49,99,976 (Rupees One Hundred Twelve Crore Forty-Nine Lakh Ninety-Nine Thousand Nine Hundred Seventy-Six) ("Tranche A OCDs"); and
2. 66,37,168 (Sixty-Six Lakh Thirty-Seven Thousand One Hundred Sixty-Eight) Unlisted Unrated Unsecured Optionally Convertible Debentures of the Company of face value and issue price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only), each convertible into 1 (one) fully paid-up equity share of face value Rs. 2/- (Rupees Two only) at a conversion price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only) each, at par, for cash consideration aggregating to INR 37,49,99,992 (Rupees Thirty-Seven Crore Forty-Nine Lakh Ninety-Nine Thousand Nine Hundred Ninety-Two) ("Tranche B OCDs").

RESOLVED FURTHER THAT the "Relevant Date" for the determination of conversion price of the Tranche A OCDs and Tranche B OCDs (collectively, "OCDs") as per Regulation 161 of the ICDR Regulations is Friday, May 03, 2024, which is the last working day 30 (thirty) days prior to the proposed date of passing of the shareholders' resolution approving the preferential allotment of the OCDs.

RESOLVED FURTHER THAT, without prejudice to the generality of the above resolution, the Tranche A OCDs and Tranche B OCDs shall have the terms and conditions as prescribed under applicable laws, as determined by the Board, and further as set out below:

Sr No		Terms of OCDs
1	Issuing Entity (Company)	Peninsula Land Limited
2	Subscriber and Allottee
3	Nature of Securities to be	Arsenio Strategies Private Limited
	issued	Unlisted, Unrated, Unsecured Optionally
		Convertible Debentures
4	Number of Securities to	2,65,48,672 OCDs consisting of two tranches
	be issued	as under:

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
		2

Sr No			Terms of OCDs
	Tranche A OCDs	1,99,11,504 OCDs
	Tranche B OCDs
5	Face Value		66,37,168 OCDs
6	Offer Price		Rs. 56.50 each
			At Par
7	Size of the Issue (Rs)	Rs. 1,49,99,99,968
8	Mode of Issue and		The OCDs shall be issued and allotted on a
9	Allotment
Purpose of Issue		preferential basis.
			To raise funds for deployment in entities to be
			formed as part of the Real Estate Platform to be
			jointly set up by the Company, Delta Corp
			Limited, and Alpha Alternatives Fund Advisors
			LLP and its affiliates (including Arsenio Strategies
			Private Limited) and any funds managed by Alpha
10	Allotment Date		Alternatives Fund Advisors LLP ("	Alpha	").
			Allotment date means the date on which OCDs are
			allotted as per the provision of the Act, ICDR
			Regulations and other applicable laws for the
11	Coupon Rate		time being in force.
			The OCDs shall not carry a fixed coupon rate.
			However, the returns derived by the Company
			(net of any costs and taxes in the manner agreed
			with the Proposed Investor) if any, from the
			investment or lending of funds received against
			the Tranche A OCDs in non-equity contribution or
			any other securities of the Real Estate Platform,
			as agreed between the Company	and the
			Proposed Investor	("	Platform Non‐equity
			Contribution	"), until the Company is required to
			make its committed contributions to the Real
			Estate Platform /	entities constituting such
			platform, would be distributed to the Proposed
			Investor as interest on the Tranche A OCDs at the
12	Conversion into Equity	time of redemption or upon conversion.
	Shares		The Proposed Investor shall have the option to
			convert the OCDs into fully paid-up equity shares
			of face value Rs. 2/- (Rupees Two only) ("	Equity
			Shares
			") of the Company at any time within a
PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
			3

Sr No		Terms of OCDs
		period of 18 (Eighteen) months from the date of
		allotment.
		At the option of the Company:
			(a) 1/3rd of	the Tranche A OCDs to be
			converted		Rupees Fifty‐Six and
			into Equity Shares of the
			Fifty	Paise	only
			Company at Rs. 56.50 (		Conversion
			Price	) per share ("	Conversion
				Tranche	A Mandatory
					") within 7 (Seven) working days
			Date	") of (i) Rs. 340,00,00,000 (Rupees
			("
			Three Hundred and Forty Crore only)
			being committed by the Real Estate
			Platform, and (ii) the 8 (Eight) weeks'
			volume weighted average price of the
			Company's Equity Shares being Rs. 64.00
		(b)	(Rupees Sixty Four only).
		All unconverted Tranche A OCDs and
			Tranche B OCDs shall convert into Equity
			Shares of the Company at the Conversion
			Price if the Real Estate Platform defaults
			on repayment of any amounts due to the
			Company in relation to any Platform Non-
			equity Contribution.
13	Conversion Ratio	One Equity Share of the Company per OCD
14	Conversion Price
		Rs. 56.50 each
		The conversion price and ratio have been
		determined in compliance with the ICDR
		Regulations with respect to the Relevant Date, i.e.,
15	Redemption	May 03, 2024
		Any OCDs remaining unconverted into Equity
		Shares of the Company at the expiry of 18
		(Eighteen) months from the date of allotment,
		shall be redeemed by the Company within 15

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
		4

Sr No		Terms of OCDs
		(Fifteen) days of such date.
16	Other Rights of the	(a)	Right to appoint 1 (one) nominee director
Proposed Investor
			and 1 (one) observer to the board of
			directors of the Company so long as any of
		(b)	the OCDs are outstanding;
		Right to appoint 1 (one) nominee director
			and 1 (one) observer to the board of
			directors of the Company, after the
			redemption and/or conversion of all the
			OCDs, so long as the Proposed Investor
			holds 7.92% of the paid-up equity share
		(c)	capital of the Company; and
		Right to appoint 1 (one) nominee director
			to the board of directors of the Company,
			after the redemption and/or conversion of
			all the OCDs, so long as the Proposed
			Investor holds at least 5% of the paid-up
17	Variation of Rights		equity share capital of the Company.
		The terms and conditions of OCDs can be varied
		by the Company with the consent of at least 75%
18	Pari Passu Ranking of	of the holders of the OCDs.
	Equity Shares	The Equity Shares of the Company to be allotted
		consequent to conversion of the OCDs shall rank
		pari-passu with the existing Equity Shares of the
19	Lock‐In	Company.
		The OCDs, and the Equity Shares to be allotted
		pursuant to conversion of the OCDs, will be
		subject to applicable lock-in restrictions, as
		stipulated under the SEBI Regulations.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to make an offer to the Proposed Investor through the issuance of private placement offer letters in Form PAS - 4 as prescribed under the Act after passing of this resolution with a stipulation

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
		5

that the allotment would be made only upon receipt of requisite approvals including the in-principle approval from the Stock Exchanges (i.e., the BSE Limited and the National Stock Exchange of India Limited), receipt of the consideration as aforesaid and within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT monies received by the Company from the Proposed Investor pursuant to this private placement shall be kept by the Company in a separate bank account opened by the Company with a scheduled commercial bank and shall be utilized by the Company in compliance with Section 42 of the Act.

RESOLVED FURTHER THAT subject to the provisions of the ICDR Regulations and other applicable laws, the Board be and is hereby authorized to decide and approve the terms and conditions of issuance of the OCDs and the Equity Shares of the Company pursuant to conversion of the OCDs and to vary, modify or alter any of the terms and conditions, including size of the issue, as it may, in its sole and absolute discretion, deem fit and expedient.

RESOLVED FURTHER THAT the following special rights proposed to be granted to the Proposed Investor be and are hereby approved pursuant to Regulation 31B and any other applicable provisions of the Listing Regulations:

The Proposed Investor shall:

1. after the issue and allotment of the OCDs, have the right to appoint 1 (one) nominee director and 1 (one) observer to the board of directors of the Company, so long as any of the OCDs are outstanding, and
2. after the redemption and/or conversion of all OCDs, have the right to appoint:
3. 1. 1 (one) nominee director and 1 (one) observer to the board of directors of the Company, so long as the Proposed Investor holds at least 7.92% of the paid-up equity share capital of the Company, or
   2. 1 (one) nominee director to the board of directors of the Company, so long as it holds at least 5% of the paid-up equity share capital of Company.

RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution and for the purpose of the issuance and allotment of the OCDs and seeking in principle approval of Stock Exchanges for listing of any Equity Shares of the Company issued pursuant to conversion of the OCDs, the members of the Board be and are hereby authorized to negotiate, finalise, execute, modify and/or amend all necessary agreements, deeds,

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
		6

documents and other instruments, and to do all such acts, deeds, matters and things as they may in their sole discretion consider necessary, desirable or expedient including making application to the Stock Exchanges for obtaining in-principle approval, listing and trading approvals, filing of requisite documents/making declarations with the Ministry of Corporate Affairs, Securities and Exchange Board of India, Depository/(ies) or any other statutory authority or Stock Exchanges, and appointment of a monitoring agency pursuant to Regulation 162A of the ICDR Regulations, and to resolve and settle any issues, questions, difficulties or doubts whatsoever that may arise in the proposed issuance, offer and allotment of the OCDs and any Equity Shares of the Company pursuant to conversion of the OCDs, the utilization of proceeds and signing of all deeds and documents, as may be required, without being required to seek any further consent or approval of the members.

RESOLVED FURTHER THAT subject to the provisions of the ICDR Regulations and other applicable laws, the Board be and is hereby authorized to decide and approve the terms and conditions of the issuance of the OCDs and Equity Shares upon conversion of OCDs and to vary, modify or alter any of the terms and conditions, including size of the issue, as it may, in its sole and absolute discretion, deem fit and expedient.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any committee of the Board already constituted or to be constituted or any Director(s) or Officer(s) of the Company and to generally do all such acts, deeds, matters and things as may be required in connection with the aforesaid resolutions, including making necessary filings with the Stock Exchanges, Registrar of Companies and regulatory authorities and execution of any deeds and documents for and on behalf of the Company and to represent the Company before any governmental authorities or Stock Exchanges and to appoint any merchant bankers or other professional advisors, consultants and legal advisors, to give effect to the aforesaid resolution."

ITEM 2: APPROVAL FOR STRATEGIC PARTNERSHIP WITH DELTA AND ALPHA FOR REAL ESTATE DEVELOPMENT:

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the applicable provisions of the Companies Act, 2013 read with rules framed thereunder, applicable provisions of the SEBI (Listing

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
		7

Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions in law, if any (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles Of Association of the Company as well as subject to such approval(s), consent(s) and/or permission(s), as may be required, and based on the approval and recommendation of the Audit Committee and Board of Directors of the Company, consent of the members of the Company be and is hereby accorded for: (i) the Company to make an aggregate investment of up to INR 225,00,00,000 (Indian Rupees Two Hundred Twenty Five Crore), in one or more tranches, and in one or more entities (each, an "RE Platform Entity" and collectively, the "RE Platform Entities") to be incorporated / acquired pursuant to a real estate development platform ("RE Platform") proposed to be established between the Company, Delta Corp Limited ("Delta") and Alpha Alternatives Fund Advisors LLP and its affiliates (including Arsenio Strategies Private Limited) and any funds managed by Alpha Alternatives Fund Advisors LLP ("Alpha") for undertaking real estate development; and (ii) the Company to enter into development management agreements and be appointed as a development manager for each of the RE Platform Entities for such development fees as agreed therein.

RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board be and is hereby authorized to perform all such acts, deeds, matters and things, as it may in its sole discretion consider necessary, desirable or expedient, including but not limited to making applications to, and seeking necessary approvals from governmental authorities and the Stock Exchanges; and to resolve and settle any issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and to delegate all or any of the powers herein conferred to any committee of the Board already constituted or to be constituted, Executive Director, the Chief Financial Officer, the Company Secretary and the Compliance Officer and/or any other Officer / Authorised Representative of the Company, without being required to seek further consent from or approval of the Members and that the Members shall be deemed to have accorded their consent and approval thereto expressly by the authority of this Resolution.

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
		8

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and is hereby approved, ratified and confirmed in all respect."

For Peninsula Land Limited

Sd/‐

Mukesh Gupta

Company Secretary and Compliance Officer

Mem. No.: F6959

Date: May 08, 2024

Place: Mumbai

Registered Office:

1401, 14th Floor, Tower-B, Peninsula Business Park,

Ganpatrao Kadam Marg, Lower Parel, Mumbai-400013

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
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NOTES:

1. In view of circulars issued by the Ministry of Corporate Affairs (MCA) vide General Circular No. 14/2020 dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 19/2021, General Circular No. 20/2021 dated December 08, 2021, General Circular no. 21/2021 dated December 14, 2021, General Circular No. 03/2022 dated May 05, 2022, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 ("MCA Circulars") and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Circular number SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167dated October 7, 2023 ("SEBI Circular")
   ("SEBI Circulars"), the forthcoming EOGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EOGM through VC/OAVM.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020, May 05, 2020 and May 05, 2022 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EOGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EOGM will be provided by NSDL.
3. The Members can join the EOGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1,000 members on first come first served basis. This will not include large Members (i.e. shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are

PENINSULA LAND LIMITED	Phone	: [phone]
1401, 14th Floor, Tower-B,	Fax	: [phone]
Peninsula Business Park,	Email	: [e-mail]
Senapati Bapat Marg, Lower Parel,	URL	: www.peninsula.co.in
Mumbai - 400 013, India.	CIN	: L17120MH1871PLC000005
		10