Embassy Developments Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2022

The standalone financial results of Indiabulls Real Estate Limited ('IBREL' or 'the Company') for the quarter and year ended 31 March 2022 have been reviewed by the Audit Committee and approved by the Board of Directors ('the Board') at its meeting held on 27 May 2022. The full year results have been subjected to audit 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.

Figures for the quarters ended 31 March 2022 and 31 March 2021 represent the balancing figures between the audited figures for the full financial year and published reviewed year to date figures upto third quarter of the respective financial year.



"During second quarter of the previous year, 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 previous quarter, the Company had filed the requisite joint application with jurisdictional bench of NCLT, for its approval to the Scheme of Merger.



During the previous quarter, the Hon’ble National Company Law Tribunal, Chandigarh Bench (“NCLT”), NCLT vide its order dated December 23, 2021, had directed the Company to convene a meeting of its shareholder on February 12, 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 12th 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."

During the quarter, the Board of Directors of the Company at its meeting held on January 5, 2022, considered and approved the request from the existin Promoters, currently belonging to the 'Promoter and Promoter Group' category of the Company ('Outgoing Promoters'), for reclassification of them from 'Promoter and Promoter Group' category to 'Public' category, subject to necessary approvals from the shareholders of the Company and Stock Exchanges, under the provisions of the Listing Regulations.



Subsequent to the quarter end, pursuant to the approval of the board of directors of the Company (the 'Board'), at its meeting held on December 22, 2021, and the shareholders of the Company, at their Extra-ordinary General Meeting held through video conferencing / other audio-visual means facility on February 7, 2022, the Fund Raising Committee of the Board (the 'Committee'), at its meeting held on April 12, 2022 approved the issue and allotment of 8,55,59,435 Equity Shares to QIBs at the issue price of Rs. 101.10 per Equity Share (including a premium of Rs. 99.10 per Equity Share), aggregating to Rs. 8,65,00,58,878.50 (Rs Eight Hundred Sixty Five Crores Fifty Eight Thousand Eight Hundred Seventy Eight and Fifty Paisa only), pursuant to the Issue. Pursuant to the allotment of Equity Shares in the Issue, the paid-up Equity Share capital stands increased to Rs. 1,08,33,50,662 consisting of 54,16,75,331 Equity Shares.



During the year ended 31 March 2022, twenty two wholly owned direct subsidiaries and five wholly owned indirect subsidiaries of the Company have been voluntarily dissolved and have been struck off from the register of companies maintained by the Registrar of Companies.



The listed non convertible debentures of the Company are secured by way of first mortgage/charge on the Company and its subsidiaries properties and asset 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.

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



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.
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, which is subject to the satisfaction of certain conditions precedent. The proposed consideration for the Disposal amounted to approximately Rupees 58,000 lakh , subject to necessary adjustment(s),if any,upon completion.



Subsequent to the quarter end, the Company's registered office was changed within the city.



The management has made an assessment of the Impact of COVID-19 on the Group's operations, financial performance and position as at and for the quarter & year ended 31 March 2022 and has concluded that the impact is primarily on the operational aspects of the business In making the assessment management has considered the recoverability of trade receivables, investment and other assets and also considered the external and internal information available up to the date of approval of these financial results Including status of existing and future customer orders cash flow projections etc. and concluded that there is no significant Impact which is required to be recognized in the financial results. Accordingly, no adjustments have been made to the financial results.