3.20 Provisions
A provision is recognised when the enterprise has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, and a reliable estimate can be made of the amount of obligation. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
3.21 Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the standalone financial statements.
3.22 Onerous contracts
A contract is considered to be onerous when the expected economic benefits to be derived by the Company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before such a provision is made, the Company recognises any impairment loss on the assets associated with that contract.
3.23 Significant accounting judgements, estimates and assumptions
The preparation of standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make judgements, estimates and assumptions that affect the reported balances of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the standalone financial statements:
Classification of property
The Company determines whether a property is classified as investment property or inventory:
The company is developing a township project containing various types of real estate development. Based on the intention of use, the land property and related development cost have been classified as either investment property, property plant & equipment or have been inventorised.
Investment property comprises land and buildings (principally offices, commercial and school property) that are not occupied substantially for use by, or in the operations of, the Company, nor for sale in the ordinary course of business, but are held primarily to earn rental income and capital appreciation. These buildings are substantially rented or intended to be rented to tenants and not intended to be sold in the ordinary course of business. Inventory property comprises of property that is held for sale
in the ordinary course of business. Principally, this is residential property that the Company develops and intends to sell before or on completion of construction/development.
The Company based its assumptions and estimates on parameters available on the reporting period about future developments. The above judgements may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
3.24 Earnings before finance costs, depreciation, amortisation and tax
The Company has elected to present earnings before finance cost, depreciation, amortisation and tax as a separate line item on the face of the Statement of Profit and Loss.
3.25 Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Company as a lessee
The Company, at the inception of a contract, assesses whether the contract is a lease or not lease. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset;
(ii) the Company has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and
(iii) the Company has the right to direct the use of the asset.
Right-of-use assets
The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset
or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any re-measurement of the lease liability. The right-of-use assets is depreciated using the straight¬ line method from the commencement date over the shorter of lease term or useful life of right-of- use asset unless the lease transfers ownership of the underlying assets to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of plant property and equipment. Right of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.
The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease or transition to Ind AS 116 "Leases”, whichever earlier. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently re-measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and re-measuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement
of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss.
The Company applies the low-value asset recognition exemption on a lease-by-lease basis, if the lease qualifies as leases of low-value assets. In making this assessment, the Company also factors below key aspects:
• The assessment is conducted on an absolute basis and is independent of the size, nature, or circumstances of the lessee.
• The assessment is based on the value of the asset when new, regardless of the asset’s age at the time of the lease.
• The lessee can benefit from the use of the underlying asset either independently or in combination with other readily available resources, and the asset is not highly dependent on or interrelated with other assets.
• If the asset is subleased or expected to be subleased, the head lease does not qualify as a lease of a low-value asset. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
3.26 Debenture Redemption Reserve
In accordance with section 71 of the Companies Act, 2013 read along with circular issued by Ministry of Corporate Affairs No 4/2013 the Company is required to create a debenture redemption reserve amounting to 10% of the value of redeemable debentures out of profits of the Company available for distribution. During the year ended March 31, 2025 and year ended March 31, 2024, there are no profits available for distribution hence there is no requirement to create a debenture redemption reserve.
3.27 Recent accounting pronouncements Standards issued but not yet effective
The Ministry of Corporate Affairs notifies new standards or amendments to the existing standards. There is amendment to Ind AS 21 "Effects of Changes in Foreign Exchange Rates” such amendments would have been applicable from 01 April 2025.
The Effects of Changes in Foreign Exchange Rates specify how an entity should assess whether a currency is exchangeable and how
it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows.
The amendments are effective for the period on or after 01 April 2025. When applying the amendments, an entity cannot restate comparative information
The Company has reviewed the new pronouncement and based on its evaluation has determined that these amendments do not have a significant impact on the Company’s Financial Statements.
New and amended standards
The accounting policies adopted and methods of computation followed are consistent with those of the previous financial year, except for items disclosed below:
(i) Amendment to Ind AS 117 Insurance Contracts
The Ministry of corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated August 12, 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after April 01, 2024.
Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees
and financial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach mainly for short- duration contracts. The application of Ind AS 117 had no impact on the Company’s financial statements as the Company has not entered any contracts in the nature of insurance contracts covered under Ind AS 117.
(ii) Amendment to Ind AS 116 Leases - Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
The amendment is effective for annual reporting periods beginning on or after April 01, 2024 and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116.
The amendment had no impact on the Company’s financial statements as the Company has not entered any such arrangements.
(b) Determination of Fair value
The fair value of investment property has been determined by external independent property valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The independent valuers provide the fair value of the investment property annually.
The Company has used "Direct Comparison”, "Discounted Cash Flow” and "Depreciated replacement cost method "for assessing the fair value of the property as on March 31, 2025 and as on March 31, 2024.
The "Direct Comparison Approach” is based on the comparison of the property to similar positioned properties in the region. Wherein, the property is accorded premium / discounts based on various factors to arrive at achievable market value of the property as on the date of valuation. The result is the best estimate of value, the valuer can attribute and is an estimate. This methodology uses market information such as quoted / transacted value of various comparable.
The "Depreciated Replacement Cost Approach” is adopted to value the existing built-up structures at the subject property. In this approach, the current replacement cost of the structures (given the current condition of the property) is evaluated after giving regards to parameters such as construction specifications, age of the building, etc. and the same is depreciated based on parameters such as age, remaining useful life, etc. of the structures to assess the depreciated replacement cost of the existing built-up structure at the subject property.
In the "Discounted Cash Flow” method, the future cash flows from the property are forecasted using precisely stated assumptions. This method allows for the explicit modelling of income associated with the property. These future financial benefits are then discounted to a present day value at an appropriate discount rate.
Para 97 of Ind AS 113 Fair value measurements states that for each class of assets and liabilities not measured at fair value in the balance sheet but for which the fair value is disclosed, an entity shall disclose the information required by paragraph 93(b), (d) and (i). However, the said para states that an entity is not required to provide the quantitative disclosures about significant unobservable inputs used in fair value measurements categorised within Level 3 of the fair value hierarchy required by paragraph 93(d). Therefore, no disclosure in relation to sensitivity analysis of significant unobservable inputs used in fair value measurements of Investment property and Investment property under development (including capital advances) has been provided in the standalone financial statements.
The fair value measurement for all of the investment property has been categorised as a Level 3 fair value based on the inputs to the valuation technique used.
Note (a) : The Company has placed the shares held as security against loan taken by Embassy Orange Developers Private Limited.
Note (b) : The Company accounted for the impairment of investments in equity shares of Summit Developments Private Limited based on a fair valuation report.
Note (c) : During the year, the investment in the share warrants of Embassy East Business Parks Private Limited have been forfeited and the share warrants have been cancelled.
Note (d) : During the year, the investment in compulsorily convertible debentures (CCDs) of Embassy Infra Developers Private Limited were converted into optionally convertible debentures and subsequently redeemed.
Note (e) : During the year, the investment in compulsorily convertible debentures (CCDs) of Embassy-Columbia Pacific ASL Private Limited have been converted into equity shares of Embassy-Columbia Pacific ASL Private Limited.
Note (f) : During the year, the investment in compulsorily convertible debentures (CCDs) of Embassy One Developers Private Limited have been converted into equity shares of Embassy One Developers Private Limited.
Note (g) : The Company has opted to account for investments in subsidiaries, joint ventures and associates at cost as per Ind-AS 27 ‘Separate financial statements.
**Face value of H10 each unless otherwise stated.
^Face value of H 100 each and coupon rate is 0.0001%, unless otherwise stated ^Face value of H 1,000 each and coupon rate is 0.0001%, unless otherwise stated
^^The investments are being carried at zero value pursuant to the business combination (refer note 50)
$The investments in the subsidiaries are pledged towards the Non Convertible Debentures issued by the certain subsidiary companies.
(v) Shares allotted by way of bonus shares andfor consideration other than cash
During the year ended March 31, 2025, the Company has issued 60,91,05,999 equity shares pursuant to a scheme of arrangement. (refer note 50). There have been no issue of shares by way of bonus shares or issue of shares pursuant to contract without payment being received in cash for the period of five years immediately preceding the balance sheet date apart from the above mentioned 60,91,05,999 shares issued pursuant to a scheme of arrangement.
(vi) During the year ended March 31, 2021, the Company, through its established trust "EMBDL - Employee Welfare Trust (Formerly known as "Indiabulls Real Estate Limited - Employees Welfare Trust” (the "Trust”) had in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 purchased its 31,25,164 Equity shares from the open market, for the implementation and administration of its employees benefit schemes. During the year March 31, 2023 the trust had sold 25,25,164 equity shares, in the open market and passed on the benefit to the Company which in turn passed on the benefit to the eligible employees. The trust still holds 6,00,000 equity shares of the Company as at the year ended March 31, 2025 (March 31, 2024 - 6,00,000 equity shares).The face value of these shares have been deducted from the paid-up share capital of the Company.
(vii) Aggregate number of shares bought back
There have been no buy back of shares, issue of shares by way of bonus shares or issue of shares for consideration other than cash for the period of five years immediately preceding the balance sheet date.
(viii) Shares reserved for issue under options
For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company, refer note 61.
(ix) The Company has not issued preference shares, hence, other disclosures are not presented.
(x) During the year ended March 31, 2025, the Company has allotted 9,13,55,606 equity shares of face value of H2 per share through preferential allotment aggregating to H10,187.06 millions.
(xi) Issue of securities convertible into equity shares (Refer note 26)
Nature and purpose of other reserves:
(a) Capital reserve
The accounting acquirer, NAM Estates Private Limited (NAM) vide Scheme of Amalgamation (‘the Scheme’) merged its wholly-owned subsidiary Swire Investments Private Limited (‘SIPL’). Given that SIPL was a wholly- owned subsidiary of NAM there was no consideration payable for the amalgamation of SIPL with NAM and the consequent transfer of the undertaking, properties, assets and liabilities of SIPL to NAM. The difference of the value of the assets over the liabilities of SIPL vested in NAM has been accounted as capital reserves.
As at April 01, 2020, identified residential / commercial projects ,investments and related assets and liabilities (collectively called as "The undertaking") has been demerged from Embassy Property Developments Private Limited to NAM. NAM has recognised the effect of the demerger on April 01, 2020 and accounted the assets and liabilities taken over at fair value in accordance with Ind AS 103 Business Combination. The difference in the fair value of the net assets of the specified undertaking demerged and the consideration issued, is recognised as capital reserve.
NAM has entered into a business transfer agreement during the year ended March 31, 2022 with Udhyaman Investments Private Limited for transfer of certain specified assets and liabilities as envisioned in the agreement. NAM has recognised the effect of the Business transfer agreement on September 30, 2021 and accounted the assets and liabilities taken over at fair value in accordance with Ind AS 103 Business Combination. The difference in the fair value of the net assets of the assets and liabilities transferred and the consideration issued, is recognised as capital reserve.
(b) Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with provision of the Companies Act 2013.
(c) Retained earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
(d) Equity portion of interest free loans
It represents the equity component arising on fair valuation of the said loans as required under Ind AS 109.
(e) Equity portion of corporate guarantee
It represents the equity component arising on fair valuation of the corporate guarantee on loan taken and given as required under Ind AS 109.
(f) Equity component of compulsorily convertible debentures
It represents the equity component arising from the fair valuation of debentures as required under Ind AS 109. During the year, the compulsorily convertible debentures were converted into equity shares, and the related equity component was reclassified into equity share capital and securities premium.
(g) Share options outstanding account (Treasury shares)
The Company had created "Indiabulls Real Estate Limited - Employees Welfare Trust” (the "Trust”) for the implementation of schemes namely employees stock options plans, employees stock purchase plan and stock appreciation rights plan. The Company treats the trust as its extension and the Company’s own shares held by the trust are treated as treasury shares. The premium over face value of the acquired treasury shares are presented as a deduction from the securities premium reserve. The original cost of treasury shares and the proceeds of any subsequent sale are presented as movements in equity.
(h) Money received against share warrants
During the year ended March 31, 2025, the Company has issued 25,91,19,201 share warrants and received 25% of the issue price for the same. The Company has received the balance 75% of the issue price for 4,34,96,198 share warrants and the same has been converted to equity share.
(ii) 0 % unsecured fully paid optionally convertible debentures (OCDs):
During the year ended, March 31, 2022, NAM Estates Private Limited (accounting acquirer) issued 20,000,000 optionally convertible debentures of H 100 each in addition to 30,000,000 optionally convertible debentures of H 100 each issued during the year ended March 31, 2021. The term of the debentures is maximum 10 years from the allotment date unless redeemed or converted earlier. The OCDs carry coupon of 0%.
Conversion terms:
Unless redeemed earlier, at any time during the term, convertible at the option of either issuer/holder into such number of equity shares of face value H10 each based on higher of:
(a) Fair market value determined on the date of conversion or
(iii) 6% coupon with an IRR of 19% 10,000 secured, rated, listed, redeemable non - convertible debentures (NCDs) of J10,00,000 each. Balance as at March 31, 2025: nil (March 31, 2024: ?252 .00 millions).
1. NAM Estates Private Limited (accounting acquirer) allotted 10,000 non-convertible debentures of H10,00,000 each.
2. NAM Estates Private Limited (accounting acquirer) entered into and executed debenture trustee appointment and created pledge in favour of debenture trustee.
3. As per the terms with subscriber and debenture trustee, issue is guaranteed by Embassy Property Development Private Limited, Embassy Infra Developers Private Limited, Udhyaman Investments Private Limited and Grove Ventures.
4. Mortgage of scheduled receivable of sold and unsold units under the documents entered into with the customers of the projects. Scheduled receivable are the receivable/cash flows/revenues including booking amounts arising out of or in connection with or relating to the above projects.
5. POA in relation to the pledge of 100% shares of Embassy Infra Developers Private Limited.
6. During the year ended March 31, 2025, NAM Estates Private Limited (accounting acquirer) has redeemed 252.00 NCDs (March 31, 2024: 6,538 NCDs).
The non-convertible debentures are issued for a tenure of 60 months carrying overall yield of 19% inclusive of coupon 6% payable yearly.
(iv) HDFC Bank Limited - balance as at March 31, 2025, including current maturities of long-term debt: ?12,136.33 millions (as at March 31, 2024, including current maturities of long-term debt: ?16,350.00 millions). The unamortized upfront fees on borrowing amounts to J 66.07 millions (March 31, 2024 - JI37.74 millions).
1. As per the terms & conditions, borrowings are guaranteed by JV Holdings Private Limited, Embassy Property Development Private Limited, Embassy Infra Developers Private Limited, Udhyaman Investments Private Limited, OMR Investments LLP and Grove Ventures.
2. Personal guarantee of a Directors and a relative of the director of the Company.
3. Mortgage of scheduled receivable of sold and unsold units under the documents entered into with the customers of the projects. Scheduled receivable are the receivable/cash flows/revenues including booking amounts arising out of or in connection with or relating to the above projects.
4. POA in relation to the pledge of 100% shares of Embassy Infra Developers Private Limited 100% held by the Company.
5. Applicable rate of interest as may be fixed or revised time to time.
6. Repayment terms :
(v) HDFC Bank Limited - balance as at March 31, 2025, including current maturities of long-term debt: nil (March 31, 2024: J4,900.45 millions).
The Company has availed a revised loan facility of H 6,000.00 millions (Tranche 1 of the loan amounting to H 5,000.00 millions and Tranche 2 of the loan amounting to H 1,000.00 millions) . The loan is to be repaid in a single bullet payment at the end of 66th month from the date of first disbursement i.e. August 2018. The loan carries an interest rate linked to the lender’s CPLR (Corporate Prime Lending rate) with a negative spread of 590 basis points payable on monthly basis. The loan is secured against mortgage of developer’s share of an identified project in Bengaluru, mortgage of developer’s share of unsold units along with undivided share of land and construction thereon in 4 projects located in Bengaluru along with receivables from the above projects, mortgage of land parcel of the project of a subsidiary and promoter group company and personal guarantee of a Directors and a relative of the director of the Company. Applicable rate of interest as may be fixed or revised time to time. During the year ended March 31, 2025, the loan has been repaid.
(vi) Vehicle Loans from Kotak Mahindra Prime Limited - amounting to: J55.13 millions (March 31, 2024: J84.35 millions) - including current maturities of non-current borrowings
(i) Secured by hypothecation of motor vehicles.
(ii) These loans carry an interest rate of 7.76% to 8.30%.
(iii) The principal amount has to be repaid in 60 equated monthly instalments.
(vii) Vehicle Loans from Banks- amounting to: J143.19 millions (March 31, 2024: J109.65 millions) - including current maturities of non-current borrowings
(i) Secured by hypothecation of motor vehicles.
(ii) These loans carry an interest rate of 7.60% to 8.65%.
(iii) The principal amount has to be repaid in 60 equated monthly instalments.
(viii) Intercorporate deposit from related parties
The Company has availed intercorporate deposit from Embassy Property Developments Private Limited. The inter corporate deposit is repayable on such intervals as may be agreed upon by the parties.The inter corporate deposit outstanding as on March 31, 2025 is H7,195.43 millions (March 31, 2024: H13,215.40 millions). Interest rate applicable to the loan is 13.25% p.a. effective from January 25, 2025.
Note
(a) Out of this, H4.37 millions pertains to Mariana Infrastructure Limited (erstwhile wholly owned subsidiary) which has been sold during the financial year 2019-20 and as per definitive agreement, any tax demands relating to periods prior to the date of definitive agreement shall be borne by the Company.
(b) The Company has provided support letter to several of its subsidiaries wherein it has accepted to provide the necessary level of financial support to enable the subsidiary to operate as a going concern and meet its obligations as and when they fall due.
46 Other litigations
(a) The Company has several cases pending against it towards the title of land acquired by it. Management, based on legal advice obtained and also based on the court rulings (in favour of the Company), believe that the title to the land held by it is good and marketable. The future expected cash outflow out of the above pending cases/ litigations cannot be ascertained, hence no amounts has been quantified.
(b) The Company has received stay order by Hon’ble High Court of Karnataka on levy of GST on corporate gurantee. In view of the stay granted to the Company ,the matter is subjudice and the Company is of the opinion that no provisioning is required w.r.t the levy of GST.
(c) Certain buyers of residential projects being developed by the subsidiary companies ("Developer”) of Embassy Developments Limited (Formerly known as Equinox India Developments Limited and earlier known as Indiabulls Real Estate Limited) ("EDL” / "the Company”) have filed their grievances against the respective Developer(s) before different Courts / Forums/ Authorities etc., wherein though they have made EDL, as a party to the complaint, without seeking any specific relief against the Company. The Company has responded to the complaints, stating that there are no allegations against the Company and has no role in the alleged transaction, as the Company is neither a developer of the project nor any payment made by any Allottee to the Company. As such the name of the Company is to be deleted from the array of the Parties.
Based on the above facts and defence taken in these matters and the independent legal advice from the Counsels, the management believes that there is a reasonable likelihood that there is no liability that will devolve on the Company in respect of these matters.
Based on the above, as of March 31, 2025, and March 31, 2024, there are no contingent liabilities and commitments to be reported.
49 Related party transactions
The Hon'ble National Company Law Appellate Tribunal, New Delhi Bench, ("NCLAT") on January 7, 2025 approved the scheme of amalgamation of Nam Estates Private Limited ("NAM") and Embassy One Commercial Property Developments Private Limited ("EOCPDPL") with Embassy Developments Limited("EDL") and their respective shareholders and creditors ("Scheme") pursuant to sec 230 to 232 of the companies Act, 2013 and other applicable provisions of the Act, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Pursuant to the NCLAT Order, EDL and NAM have filed the certified true copy of the court order with the respective jurisdictional Registrar of Companies on January 24, 2025 thereby giving effect to the scheme ("Effective date").
Subsequent to the scheme becoming effective, existing shareholders of NAM, that is, JV Holding Private limited (JVHPL) along with its subsidiaries/affiliates became largest shareholder of the Company and was declared as Promoter/Promoter Group of the Company. Hence, the business acquisition has been treated as reverse acquisition for financial reporting purposes in accordance with Ind AS 103, with NAM as the accounting acquirer/legal acquiree and Embassy Developments Limited as accounting acquiree/ legal acquirer.
Accordingly, these standalone financials presented under the name of Embassy Developments Limited (legal acquirer) represents the continuation of the standalone financials of NAM (accounting acquirer) except for capital structure. The Financial statements (balance sheet, statement of profit and loss and statement of cash flows) for the year ended March 31, 2025 comprises of the results of twelve months operations of NAM and operations of EDL(pre - acquisition) from January 24, 2025 to March 31, 2025.
The related party transactions with respect operation of EDL disclosed pertains to twelve months operations of NAM for the year ended March 31, 2025 along with operations of EDL(pre- acqusition) from January 24, 2025 to March 31, 2025. Figures for previous year ended March 31, 2024, relates to related party transactions and relationships of NAM(Accounting acquirer).
(3) The Company has received Corporate Guarantee and certain security from the parties stated above for listed, secured debentures. The loan outstanding as on reporting date is H Nil (March 31, 2024 : H252.00 millions).
(4) The related party transactions includes balances prior to the date on which the entity became related party.
50 Scheme of Amalgamation between Embassy Developments Limited(“EDL”) and Nam Estates Private Limited (“NAM”) and Embassy One Commercial Property Developments Private Limited (“EOCPDPL”).
The Board of Directors of NAM Estates Private Limited("NAM”) in its meeting held on August 18, 2020 have approved the Scheme of Amalgamation (‘Scheme’) amongst the NAM Estates Private Limited, Embassy One Commercial Property Developments Private Limited("EOCPDPL”) and Embassy Developments Limited (Formerly known as Equinox India Developments Limited and earlier known as Indiabulls Real Estate Limited) ("EDL”) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme provides for amalgamation of the NAM, EOCPDPL into EDL and the companies have filed respective applications with the National Company Law Tribunal (Bengaluru Bench) & National Company Law Tribunal (Chandigarh Bench) for the approval of the Scheme.
The National Company Law Tribunal (Bengaluru Bench) has approved the Scheme on April 22, 2022, however the National Company Law Tribunal (Chandigarh Bench) withheld the Scheme pursuant to order dated May 09, 2023. Further an appeal has been filed before Hon’ble National Company Law Appellate Tribunal ("NCLAT”) against the order issued by National Comany Law Tribunal (Chandigarh Bench).
"The Hon’ble NCLAT - New Delhi Bench, on January 07, 2025 approved the scheme of amalgamation of NAM and EOCPDPL with EDL and their respective shareholders and creditors ("Scheme”) pursuant to sec 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Pursuant to the NCLAT Order, EDL and NAM have filed the certified true copy of the court order with the respective jurisdictional Registrar of Companies on January 24, 2025 ("Effective date”) thereby giving effect to the scheme excluding part IV of the scheme titled as "Amalgamation of the Amalgamating of Company 2 with the Amalgamated Company”, involving inter alia the amalgamation of Embassy One Commercial Property Developments Private Limited.
Pursuant to the effectiveness of the Scheme, the Company has allotted 609,105,999 equity shares of INR 2/- each to the existing shareholders who were holding shares of NAM on the record date. Further the existing share capital of EDL held by NAM was cancelled pursuant to the Scheme. Further as per the approved scheme the name of the Company was changed from Equinox India Developments Limited to Embassy Developments Limited.
Subsequent to the scheme becoming effective, existing shareholders of NAM, that is, JV Holding Private limited (JVHPL) along with its subsidiaries/affiliates became largest shareholder of the Company and was declared as Promoter/Promoter Group of the Company. Hence, the business acquisition has been treated as reverse acquisition for financial reporting purposes in accordance with Ind AS 103, with NAM as the accounting acquirer/legal acquiree and EDL as accounting acquiree/ legal acquirer.
In accordance with the applicable Indian accounting standard 103 - Business Combinations, the relevant assets and liabiltiies of EDL(accounting acquiree/ legal acquirer) and certain relevant assets have been fair valued as on effective date of the merger. The major class of assets being investments in subsidiaries have been fair valued and are recoganised at their respective fair value.
Accordingly, these standalone financials presented under the name of Embassy Developments Limited (legal acquirer) represents the continuation of the standalone financials of NAM (accounting acquirer) except for capital structure. The standalone financials reflects the assets and liabilities of NAM measured at their pre-combination carrying value and acquisition date fair value of identified assets and liabilities taken over with respect to Embassy Developments Limited and its subsidiaries.
In the view of the above reverse merger accounting treatment, the financial statements of the accounting acquiree i.e. EDL (pre-acquisition) have been included from the effective date of the Scheme i.e. January 24, 2025. The previous year financial statements presented for the year ended March 31, 2024 are that of NAM and hence are not comparable with the current period.
Revenue and profit/(loss) contribution
The acquired business contributed revenue from operation of H76.71 Millions and Loss of H109.32 Millions to the Company for the period March 31, 2025 if the acqusition had occurred on April 01, 2024, consolidated pro-forma revenue and loss for the year ended March 31, 2025 would have been H21,294.46 Millions and H478.16 Millions respectively.
Goodwill represents residual asset values attributable to unidentified intangible assets acquired by accounting acquirer. Goodwill recognised will not be deductible for tax purpose. The acquisition date fair value of accounting acquiree’s identifiable assets and liabilities under reverse acquisition are based on independent valuations obtained by the Company. Goodwill recognized on business combination are tested for impairment at least annually or based on impairment indicators.
51 Asset held for sale
The Company has entered into a Share Purchase Agreement dated March 30, 2024 with Embassy Property Developments Private Limited to acquire 9,999 Equity shares of Vigor Developments Private Limited held by the Company.
55 Segment reporting
In accordance with the requirements of Ind AS 108 - "Segment Reporting", the Company is primarily engaged in the business of real estate development and has no other primary reportable segments. The Board of Directors of the Company allocate the resources and assess the performance of the Company, thus are the Chief Operating Decision Maker (CODM). The CODM monitors the operating results of the business as a single segment, hence no separate segment needs to be disclosed. Thus the segment revenue, segment result, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segments assets, the total amount of charge for depreciation and amortisation during the year are all as reflected in the financial statements. As the Company operates in India alone, no separate geographical segment is disclosed.
56 Expenditure on corporate social responsibility activities
Since the Company does not meet the criteria specified in Section 135 of the Companies Act, 2013, the Company is not required to spend any amount on activities related to corporate social responsibility for the year ended March 31, 2025.
57 Willful Defaulter:
No bank or financial institution has declared the company as "Willful defaulter" during the year ended March 31, 2025 and March 31, 2024.
58 Details in respect of Utilisation of Borrowed funds and share premium shall be provided in respect of:
During the year ended March 31, 2025 and March 31, 2024 no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
During the year ended March 31, 2025 and March 31, 2024 the Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the funding party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
59 Registration of charges or satisfaction with Registrar of Companies:
All applicable cases where registration of charges or satisfaction is required with Registrar of Companies have been done. No registration or satisfaction is pending for the year ended March 31, 2025 and March 31, 2024.
60 Compliance with number of layers of companies:
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 and no layers of companies has been established beyond the limit prescribed as per above said section / rules, during the year ended March 31, 2025 and 31 March 31, 2024.
61 Share based payments
Employees Stock Options Plan 2010
During year ended March 31, 2011, the board and shareholders of the Company have given their consent to launch of the Employee Stock Option Plan - 2010 ("ESOP 2010”) covering stock options or other benefits not exceeding 30,000,000, representing 30,000,000 equity shares of face value of H2 each of the Company. The ESOP 2010 was further modified pursuant to the resolution of the Compensation Committee dated April 19, 2021, to include stock appreciation rights ("SARs”) as part of the ESOP 2010. Accordingly ESOP 2010 comprises of:
i. Employees Stock Option Scheme - 2010 ("Stock Option Scheme”);
ii. Employees Stock Purchase Plan 2010 ("Stock Purchase Plan”); and
iii. Stock Appreciation Rights Plan 2010 ("Stock Appreciation Rights Plan”).
In terms of the Stock Appreciation Rights Plan, the Employee Welfare Trust had acquired 3,125,164 Equity Shares from the secondary market during financial year 2021, out of which 2,525,164 Equity Shares had been disposed off upon exercise of rights by the eligible employees and 6,00,000 Equity Shares are currently held by the Trust.
Employees Stock Options Plan 2011
During year ended March 31, 2012, the board and shareholders of the Company had approved launch of Employee Stock Option Scheme 2011 ("IBREL ESOS 2011”) covering stock options not exceeding 15,000,000, representing 15,000,000 equity shares of face value of H 2 each. However, no grant has been ever made under IBREL ESOS 2011.
Employee Stock Option Scheme - 2025
During year ended March 31, 2025, the Board and shareholders at ther meeting, dated February 25, 2025 and March 25, 2025, respectively, approved the launch of "Embassy Developments Limited Employee Stock Option Scheme - 2025” ("Embassy ESOS 2025”), prepared in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("SEBI SBEB Regulations”). The Embassy ESOS 2025 comprises upto an aggregate of 4,50,00,000 Stock Options ("SO”) or Performance Stock Unit ("PSU”) (collectively hereinafter referred to as "Option or Options”), convertible into upto 4,50,00,000 Equity Shares of the Company, to the Eligible Employees of the Company, its subsidiaries and group companies. However, no options have been granted under the Embassy ESOS 2025 up to March 31, 2025.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions affecting business operations and the Company's activities.
(a) Credit risk
In order to mitigate the credit risk on receivables, the Company does business only with recognised third parties thereby reducing the credit risk. Credit risk on cash and cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.
Loss allowance measured at 12 month expected credit loss for financial assets for which credit risk has not increased significantly since initial recognition.
74 Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company’s capital management is to maximise the shareholder value.
The Company manages the capital structure based on an adequate gearing which yields higher share holder value which is driven by the business requirements for capital expenditure and cash flow requirements for operations and plans of business expansion and consolidation. Accordingly based on the relative gearing and effective operating cash flows generated, the Company manages the capital either by raising required funds through debt, equity or through payment of dividends.
75 Other Statutory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(iv) The company has borrowings from banks on the basis of security of current assets. The quarterly returns of current assets filed by the company with banks is in agreement with the books of accounts.
76 The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company, in respect of the financial year commencing on April 01, 2024, has used an accounting software for maintaining books of account. The Company has enabled the feature of recording audit trail (edit log) except that the audit trail feature was not enabled for changes made using privileged access rights for direct data changes at the database level. Further, the Company has preserved the audit trail logs as per the statutory requirements for record retention in the accounting software except that audit trail logs at the database level has not been preserved by the Company for the period April 01, 2023 to January 09, 2024.
77 These financial statements issued under the name of Embassy Developments Limited (legal acquirer) represent the continuation of the financial statements NAM Estates Private Limited (Accounting acquirer), as explained in note 50.
The financial statements of NAM Estates Private Limited for the year ended March 31, 2024 have been audited by other auditor.
for Agarwal Prakash & Co. for and on behalf of the Board of Directors of
Chartered Accountants Embassy Developments Limited
Firm registration number: 005975N
Vikas Aggarwal Jitendra Virwani Sachin Shah
Partner Chairman Whole-time director &
Membership No: 097848 DIN: 00 027674 Chief Executive Officer
DIN: 00387166
Rajesh Kaimal Vikas Khandelwal
Whole-time director & Company Secretary
Chief Financial Officer M No: A18475
DIN: 03158687
Place : Mumbai Place : Mumbai Place : Mumbai
Date : May 29, 2025 Date : May 29, 2025 Date : May 29, 2025
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