The Company bought its Kochi headquarters for Rs 18 crore

The Company bought its Kochi registered office and corporate office property from promoter-group entity K Chittilappilly Foundation for Rs 18 crore in September 2025. The disclosed consideration was 0.95% below an independent valuer’s Rs 18.10 crore market assessment, while the transaction also received board and shareholder approvals.

Why did The Company buy its Kochi headquarters?

The Company said it acquired K Chittilappilly Tower to own the premises that already housed its registered office rather than continue leasing space from K Chittilappilly Foundation. Before the September 29, 2025 sale deed, The Company occupied three of the building’s seven floors as a tenant. The stated commercial rationale was forecast demand for additional office space as operations grew.

The acquisition covered 9.97 ares of land and a commercial building with 3,130.97 square metres, or 33,702 square feet, of built-up area. The building comprises Basement 1, Basement 2, the ground floor and six upper floors at Re-Survey No. 327, Sub-Division No. 11-2, Block No. 8, Vazhakkala Village, Kanayannur Taluk, Ernakulam District, Kerala.

The Company said owning the property removes the possibility that a lease may not be renewed, as well as the risk of higher lease rentals. It also cited avoidance of relocation cost and business disruption. Those benefits depend on the registered and corporate office continuing to operate from K Chittilappilly Tower, which The Company said it does not plan to develop, redevelop or sell.

How was the Rs 18 crore headquarters price determined?

The Company paid Rs 18 crore for the property, based on an independent valuation commissioned before the sale deed. The August 25, 2025 valuation report placed market value at Rs 18.10 crore after the valuer inspected the property, putting the agreed consideration 0.95% below that assessment.

The consideration included Rs 17.58 crore for land and building and Rs 41.88 lakh for plant, machinery and office equipment installed at the site. The Company identified the valuer as registered with the Insolvency and Bankruptcy Board of India, or IBBI, and said that person was unrelated to The Company, its promoters, promoter group, directors, key managerial personnel or K Chittilappilly Foundation.

The Company described the sale as an arm’s length transaction, meaning a transaction priced on terms intended to reflect independent dealing between connected parties. Its stated basis was that the pre-sale independent value exceeded the Rs 18 crore consideration and that the consideration exceeded the Rs 14.45 crore fair value under the Kerala Stamp Act, 1959. The valuation comparison supports the disclosed pricing framework, but it does not remove the related-party nature of the seller relationship.

What made K Chittilappilly Foundation a related party?

K Chittilappilly Foundation was a group company in The Company’s promoter group and an enterprise over which The Company’s key managerial personnel could exercise significant influence. The prospectus identifies Kochouseph Thomas Chittilappilly and K. Chittilappilly Trust as The Company’s promoters, together holding 92.00% of pre-issue issued, subscribed and paid-up equity share capital.

Kochouseph Thomas Chittilappilly held 67.25% of that pre-issue share capital, or 2,26,98,500 equity shares, while K. Chittilappilly Trust held 24.74%, or 83,50,000 shares. The trust’s beneficiaries include charitable entities such as K Chittilappilly Foundation. These disclosed relationships provide the context for the stated valuation and approval process rather than an ordinary third-party property transaction.

The property also fell within a specifically disclosed exception to the general statement that promoters had no direct or indirect interest in property acquired by The Company during the preceding three years. The prospectus separately states that The Company’s promoters had no direct or indirect interest in property taken on lease by The Company, distinguishing the acquired tower from other leased premises.

Which approvals governed The Company’s property purchase?

The Company’s board approved the acquisition on August 27, 2025, and members approved it through an ordinary resolution at the September 22, 2025 annual general meeting. The sale deed followed a week later on September 29, 2025, creating a disclosed sequence of valuation, board approval, shareholder approval and conveyance.

Kochouseph Thomas Chittilappilly did not participate in discussion of the item, abstained from voting and was excluded from the quorum for that item, according to The Company. The stated abstention applied in his capacities as both a director and a member. It was a procedural safeguard directed at the interest arising from the promoter-group seller, rather than evidence that the transaction was unrelated to promoters.

The Company also obtained title diligence before completion. John & John, Advocates Solicitors & Conveyancers, reported on September 15, 2025 that K Chittilappilly Foundation had clear and marketable freehold title and capacity to convey the property. The review covered Sale Deed No. 1483/2012, the title chain, encumbrance certificate, tax receipts, building plan and municipal assessment records.

How did The Company fund the Rs 18 crore acquisition?

The Company funded Rs 14.40 crore of the Rs 18 crore purchase with a term loan from South Indian Bank Limited and Rs 3.60 crore from internal accruals. A term loan is borrowing made for a specified period and repaid under agreed terms. The bank facility accounted for 80% of the disclosed purchase funding.

The property was free of encumbrances when acquired, The Company said. After acquisition, The Company mortgaged it to South Indian Bank Limited as security for the term loan and registered a charge with the Registrar of Companies. The office asset therefore became collateral for the borrowing used to fund most of its own purchase price.

The statutory charges were separate from the financing. Kerala Stamp Act fair value comprised Rs 2.96 crore for land, determined by the Department of Registration, Government of Kerala, and Rs 11.48 crore for the building, determined by a registered valuer. Because the Rs 18 crore consideration exceeded that fair value, The Company paid Rs 1.44 crore of stamp duty at the applicable 8% rate on the full consideration.

Conclusion

The Company’s Rs 18 crore acquisition converted a leased registered-office arrangement into ownership of a 33,702-square-foot office asset sold by K Chittilappilly Foundation, a promoter-group entity. The disclosed arm’s length case rests on a pre-transaction independent market value of Rs 18.10 crore, consideration above the Rs 14.45 crore statutory fair value, title diligence and an approval process in which the interested promoter-director abstained.

What to watch next is whether K Chittilappilly Tower continues as The Company’s registered office and corporate office under the disclosed plan. The Company has stated that it does not propose to develop, redevelop or sell the property, which has been mortgaged to South Indian Bank Limited as security for the Rs 14.40 crore term loan.