Embassy Developments Ltd. - Quarterly/Annual Result Disclosures and Notes dated 30 Sep 2022

The standalone financial results of Indiabulls Real Estate Limited ('IBREL' or 'the Company') for the quarter and half year ended 30 September 2022 have been reviewed by the Audit Committee and approved by the Board of Directors ('the Board') at its meeting held on 11 November 2022. These results have been subjected to a limited review by the Statutory Auditors of the Company.

The standalone financial results are prepared in accordance with the recognition and measurement principles of Indian Accounting Standards as notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) as specified in Section 133 of the Companies Act, 2013.

"During year ended 31 March 2021, the Board of Directors of the Company had considered and approved the proposal of merger of NAM Estates Private Limited (""NAM Estates"") and Embassy One Commercial Property Development Private Limited (""NAM Opco"") both Embassy group entities with the Company (""Amalgamation""). The proposed Amalgamation will be achieved through a cashless composite scheme of amalgamation of NAM Estates and NAM Opco into the Company, in accordance with Section 230-232 of the Companies Act, 2013 read with the rules framed thereunder, as amended, and the Securities and Exchange Board of India circular no. CFD/DIL3/CIR/2017/21 dated 10 March 2017, as amended and other applicable regulations and provisions, subject to necessary statutory and other approvals (""Scheme""). Upon effectiveness of the Scheme, IBREL will issue its equity shares, in accordance with the approved share swap ratios, to the shareholders of NAM Estates and NAM Opco, which will include Embassy promoter and promoter entities, Embassy institutional investors and other shareholders. For the proposed Amalgamation and arriving to share swap ratio, IBREL is valued at Rs 92.50 per share. During the last quarter of the previous year, the Scheme had been granted approval by Competition Commission of India (""CCI"") and SEBI/Stock exchanges. During the third quarter of the previous year, the Company had filed the requisite joint application with jurisdictional bench of NCLT, for its approval to the Scheme of Merger.

During the third quarter of the previous year, the Hon’ble National Company Law Tribunal, Chandigarh Bench (“NCLT”), NCLT vide its order dated 23 December 2021, had directed the Company to convene a meeting of its shareholder on 12 February 2022, through Video Conference/Other Audio Visual Means, under the Chairmanship of NCLT appointed Chairperson, to seek approval of shareholders of the Company to the proposed Scheme of Merger.

The Equity shareholders of the Company, at their meeting held on 12 February 2022, have approved, with requisite majority, the proposed Scheme of Amalgamation of NAM Estates Private Limited, Embassy One Commercial Property Developments Private Limited and Indiabulls Real Estate Limited and their respective shareholders and creditors.

The merger is in final stages and the next hearing is scheduled to take place on 21 November 2022."

In continuation of the announcement made by the Company on January 25, 2022, wherein the Company had entered into a term sheet dated the same day with a third party relating to a disposal ("Disposal") of our interest in a land parcel at Sector 106, Gurgaon. Subsequently on April 8, 2022, the Company had entered into a share purchase agreement with the relevant party relating to the aforementioned Disposal, subject to the satisfaction of certain conditions precedent. During the quarter the Company’s 100% stake in its subsidiaries namely Airmid Developers Limited, Mariana Developers Limited, Albina Properties Limited and Flora Land Development Limited (which owns the land parcel at Village Pawala Khusrupur, Sector 106, Tehsil and District Gurugram, Haryana) was sold to an independent third party buyer ‘Elan Limited’ at an aggregate sale consideration of Rs 580 Crores, with satisfactory completion of closing conditions and transfer of Company’s 100% shareholding/stake in said subsidiaries, the Transaction got concluded on 25 August 2022. With this, Airmid Developers, Mariana Developers, Albina Properties & Flora Land Development ceased to be subsidiaries of the Company w.e.f 25 August 2022.

During the quarter, some of the eligible employees holding Share appreciation rights ('SARs') exercised their SARs to receive the appreciation against such SARs. The employee welfare trust which held 1,800,000 equity shares of the Company sold 1,200,000 equity shares, during the quarter, in the open market and passed on the benefit to the Company which in turn passed on the benefit to the eligible employees.

During the quarter, one indirect subsidiary of the Company have been voluntarily dissolved.

During the quarter, Nilgiri Infrastructure Development Limited, Company's wholly owned subsidiary, has divested its 100% stake in its subsidiary namely Chloris Real Estate Limited, which owns small land parcel at Sector 99, Gurugram, Haryana, to Leo Agro Private Limited on 01 August 2022, for an aggregate consideration of Rs. 1,685.00 lakh. With this, Chloris Real Estate Limited ceased to be subsidiary of the Company.

During the quarter, Infomerics Valuation and Rating Pvt. Ltd has revised the long-term rating of IREL to “IVR A+” with Developing Implication outlook. The short-term rating has been reaffirmed at “IVR A1+”.

Code on Social Security, 2020 ('Code') has been notified in the Official Gazette of India on 29 December 2020, which could impact the contributions of the Company towards certain employment benefits. Effective date from which changes are applicable is yet to be notified and the rules are yet to be framed. Impact, if any, of change will be assessed and accounted for in the period of notification of relevant provisions.

The listed non convertible debentures of the Company are secured by way of first mortgage/charge on the Company and its subsidiaries properties and security cover thereof exceeds 100% of the principal amount of the said debentures.

There is no material deviation in the use of the proceeds of issue of non convertible debts from the objects stated in the respective offer documents.

The Company's primary business segment is reflected based on principal business activities carried on by the Company. As per Indian Accounting Standard 108 as notified under the Companies (Indian Accounting Standards) Rules, 2015 as specified in Section 133 of the Companies Act, 2013, the Company operates in one reportable business segment i.e. real estate project advisory and construction and development of infrastructure/real estate projects and is primarily operating in India and hence, considered as single geographical segment.

Previous period/year numbers have been regrouped/reclassified wherever considered necessary.