3.20 Provisions
A provision is recognised when the enterprise has apresent obligation (legal or constructive) as a resultof a past event and it is probable that an outflowof resources embodying economic benefit willbe required to settle the obligation, and a reliableestimate can be made of the amount of obligation.Provisions are not discounted to their present valueand are determined based on best estimate requiredto settle the obligation at the balance sheet date.These are reviewed at each balance sheet date andadjusted to reflect the current best estimates.
3.21 Contingent liabilities
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmedby the occurrence or non-occurrence of one ormore uncertain future events beyond the controlof the Company or a present obligation that is notrecognised because it is not probable that an outflowof resources will be required to settle the obligation. Acontingent liability also arises in extremely rare caseswhere there is a liability that cannot be recognisedbecause it cannot be measured reliably. The Companydoes not recognise a contingent liability but disclosesits existence in the standalone financial statements.
3.22 Onerous contracts
A contract is considered to be onerous when theexpected economic benefits to be derived by theCompany from the contract are lower than theunavoidable cost of meeting its obligations underthe contract. The provision for an onerous contractis measured at the present value of the lower of theexpected cost of terminating the contract and theexpected net cost of continuing with the contract.Before such a provision is made, the Companyrecognises any impairment loss on the assetsassociated with that contract.
3.23 Significant accounting judgements, estimatesand assumptions
The preparation of standalone financial statementsin conformity with the recognition and measurementprinciples of Ind AS requires management to makejudgements, estimates and assumptions that affectthe reported balances of revenues, expenses, assetsand liabilities and the accompanying disclosures, andthe disclosure of contingent liabilities. Uncertaintyabout these assumptions and estimates could resultin outcomes that require a material adjustment tothe carrying amount of assets or liabilities affectedin future periods.
In the process of applying the accounting policies,management has made the following judgements,which have the most significant effect on the amountsrecognised in the standalone financial statements:
The Company determines whether a property isclassified as investment property or inventory:
The company is developing a township projectcontaining various types of real estate development.Based on the intention of use, the land propertyand related development cost have been classifiedas 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 inthe operations of, the Company, nor for sale in theordinary course of business, but are held primarilyto earn rental income and capital appreciation.These buildings are substantially rented or intendedto be rented to tenants and not intended to besold in the ordinary course of business. Inventoryproperty comprises of property that is held for sale
in the ordinary course of business. Principally, thisis residential property that the Company developsand intends to sell before or on completion ofconstruction/development.
The Company based its assumptions and estimateson parameters available on the reporting periodabout future developments. The above judgementsmay change due to market changes or circumstancesarising that are beyond the control of the Company.Such changes are reflected in the assumptionswhen they occur.
3.24 Earnings before finance costs, depreciation,amortisation and tax
The Company has elected to present earnings beforefinance cost, depreciation, amortisation and tax as aseparate line item on the face of the Statement ofProfit and Loss.
3.25 Leases
A contract is, or contains, a lease if the contractconveys the right to control the use of anidentified asset for a period of time in exchangefor consideration.
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 tocontrol the use of an identified asset, the Companyassesses whether:
(i) the contract involves the use of an identifiedasset;
(ii) the Company has the right to obtain substantiallyall the economic benefits from use of the assetthroughout the period of use; and
(iii) the Company has the right to direct the use ofthe asset.
Right-of-use assets
The Company recognises right-of-use assetrepresenting its right to use the underlying assetfor the lease term at the lease commencementdate. The cost of the right of-use asset measuredat inception shall comprise of the amount of theinitial measurement of the lease liability adjustedfor any lease payments made at or before thecommencement date less any lease incentivesreceived, plus any initial direct costs incurred andan estimate of costs to be incurred by the lesseein dismantling and removing the underlying asset
or restoring the underlying asset or site on which itis located. The right-of-use assets is subsequentlymeasured at cost less any accumulated depreciation,accumulated impairment losses, if any and adjustedfor any re-measurement of the lease liability. Theright-of-use assets is depreciated using the straight¬line method from the commencement date overthe shorter of lease term or useful life of right-of-use asset unless the lease transfers ownership ofthe underlying assets to the Company by the endof the lease term or the cost of the right-of-useasset reflects that the Company will exercise apurchase option. In that case right-of-use asset willbe depreciated over the useful life of the underlyingasset, which is determined on the same basis asthose of plant property and equipment. Right of-useassets are tested for impairment whenever there isany indication that their carrying amounts may notbe recoverable. Impairment loss, if any, is recognisedin the statement of profit and loss.
The Company measures the lease liability at thepresent value of the lease payments that are notpaid at the commencement date of the lease ortransition to Ind AS 116 "Leases”, whichever earlier.The lease payments are discounted using the interestrate implicit in the lease, if that rate can be readilydetermined. If that rate cannot be readily determined,the Company uses incremental borrowing rate. Forleases with reasonably similar characteristics, theCompany, on a lease by lease basis, may adopt eitherthe incremental borrowing rate specific to the leaseor the incremental borrowing rate for the portfolioas a whole. The lease payments shall include fixedpayments, variable lease payments, residual valueguarantees, exercise price of a purchase optionwhere the Company is reasonably certain toexercise that option and payments of penalties forterminating the lease, if the lease term reflects thelessee exercising an option to terminate the lease.The lease liability is subsequently re-measured byincreasing the carrying amount to reflect interest onthe lease liability, reducing the carrying amount toreflect the lease payments made and re-measuringthe carrying amount to reflect any reassessment orlease modifications or to reflect revised in-substancefixed lease payments. The Company recognises theamount of the re-measurement of lease liability dueto modification as an adjustment to the right-of-useasset and statement of profit and loss dependingupon the nature of modification. Where the carryingamount of the right-of-use asset is reduced to zeroand there is a further reduction in the measurement
of the lease liability, the Company recognisesany remaining amount of the re-measurement instatement of profit and loss.
The Company applies the low-value assetrecognition exemption on a lease-by-lease basis, ifthe lease qualifies as leases of low-value assets. Inmaking this assessment, the Company also factorsbelow key aspects:
• The assessment is conducted on an absolutebasis and is independent of the size, nature, orcircumstances of the lessee.
• The assessment is based on the value of theasset when new, regardless of the asset’s age atthe time of the lease.
• The lessee can benefit from the use of theunderlying asset either independently orin combination with other readily availableresources, and the asset is not highly dependenton or interrelated with other assets.
• If the asset is subleased or expected to besubleased, the head lease does not qualify as alease of a low-value asset. Lease payments onshort-term leases and leases of low-value assetsare recognised as expense on a straight-linebasis over the lease term.
In accordance with section 71 of the Companies Act,2013 read along with circular issued by Ministry ofCorporate Affairs No 4/2013 the Company is requiredto create a debenture redemption reserve amountingto 10% of the value of redeemable debentures outof profits of the Company available for distribution.During the year ended March 31, 2025 and yearended March 31, 2024, there are no profits availablefor distribution hence there is no requirement tocreate a debenture redemption reserve.
The Ministry of Corporate Affairs notifies newstandards or amendments to the existing standards.There is amendment to Ind AS 21 "Effects of Changesin Foreign Exchange Rates” such amendments wouldhave been applicable from 01 April 2025.
The Effects of Changes in Foreign ExchangeRates specify how an entity should assesswhether a currency is exchangeable and how
it should determine a spot exchange rate whenexchangeability is lacking. The amendments alsorequire disclosure of information that enables usersof its financial statements to understand how thecurrency not being exchangeable into the othercurrency affects, or is expected to affect, theentity’s financial performance, financial positionand cash flows.
The amendments are effective for the period on orafter 01 April 2025. When applying the amendments,an entity cannot restate comparative information
The Company has reviewed the new pronouncementand based on its evaluation has determined thatthese amendments do not have a significant impacton the Company’s Financial Statements.
The accounting policies adopted and methods ofcomputation followed are consistent with thoseof the previous financial year, except for itemsdisclosed below:
The Ministry of corporate Affairs (MCA)notified the Ind AS 117, Insurance Contracts,vide notification dated August 12, 2024, underthe Companies (Indian Accounting Standards)Amendment Rules, 2024, which is effectivefrom annual reporting periods beginning on orafter April 01, 2024.
Ind AS 117 Insurance Contracts is acomprehensive new accounting standard forinsurance contracts covering recognition andmeasurement, presentation and disclosure. IndAS 117 replaces Ind AS 104 Insurance Contracts.Ind AS 117 applies to all types of insurancecontracts, regardless of the type of entitiesthat issue them as well as to certain guarantees
and financial instruments with discretionaryparticipation features; a few scope exceptionswill apply. Ind AS 117 is based on a generalmodel, supplemented by:
• A specific adaptation for contractswith direct participation features (thevariable fee approach)
• A simplified approach (the premiumallocation approach mainly for short-duration contracts. The applicationof Ind AS 117 had no impact on theCompany’s financial statements as theCompany has not entered any contracts inthe nature of insurance contracts coveredunder Ind AS 117.
The MCA notified the Companies (IndianAccounting Standards) Second AmendmentRules, 2024, which amend Ind AS 116,Leases, with respect to Lease Liability in aSale and Leaseback.
The amendment specifies the requirementsthat a seller-lessee uses in measuring thelease liability arising in a sale and leasebacktransaction, to ensure the seller-lessee does notrecognise any amount of the gain or loss thatrelates to the right of use it retains.
The amendment is effective for annual reportingperiods beginning on or after April 01, 2024 andmust be applied retrospectively to sale andleaseback transactions entered into after thedate of initial application of Ind AS 116.
The amendment had no impact on theCompany’s financial statements as the Companyhas not entered any such arrangements.
The fair value of investment property has been determined by external independent property valuers, havingappropriate recognised professional qualifications and recent experience in the location and category of theproperty 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 theregion. Wherein, the property is accorded premium / discounts based on various factors to arrive at achievable marketvalue of the property as on the date of valuation. The result is the best estimate of value, the valuer can attribute and isan 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 subjectproperty. In this approach, the current replacement cost of the structures (given the current condition of theproperty) 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 toassess 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 preciselystated assumptions. This method allows for the explicit modelling of income associated with the property. Thesefuture 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 fairvalue in the balance sheet but for which the fair value is disclosed, an entity shall disclose the information required byparagraph 93(b), (d) and (i). However, the said para states that an entity is not required to provide the quantitativedisclosures about significant unobservable inputs used in fair value measurements categorised within Level 3 ofthe fair value hierarchy required by paragraph 93(d). Therefore, no disclosure in relation to sensitivity analysis ofsignificant unobservable inputs used in fair value measurements of Investment property and Investment propertyunder 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 basedon the inputs to the valuation technique used.
Note (a) : The Company has placed the shares held as security against loan taken by Embassy Orange DevelopersPrivate Limited.
Note (b) : The Company accounted for the impairment of investments in equity shares of Summit DevelopmentsPrivate Limited based on a fair valuation report.
Note (c) : During the year, the investment in the share warrants of Embassy East Business Parks Private Limitedhave been forfeited and the share warrants have been cancelled.
Note (d) : During the year, the investment in compulsorily convertible debentures (CCDs) of Embassy InfraDevelopers 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-ColumbiaPacific 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 OneDevelopers 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 costas 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.
During the year ended March 31, 2025, the Company has issued 60,91,05,999 equity shares pursuant to a scheme ofarrangement. (refer note 50). There have been no issue of shares by way of bonus shares or issue of shares pursuantto contract without payment being received in cash for the period of five years immediately preceding the balancesheet 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 compliancewith SEBI (Share Based Employee Benefits) Regulations, 2014 purchased its 31,25,164 Equity shares from the openmarket, 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 Companywhich in turn passed on the benefit to the eligible employees. The trust still holds 6,00,000 equity shares of theCompany as at the year ended March 31, 2025 (March 31, 2024 - 6,00,000 equity shares).The face value of theseshares have been deducted from the paid-up share capital of the Company.
There have been no buy back of shares, issue of shares by way of bonus shares or issue of shares for considerationother than cash for the period of five years immediately preceding the balance sheet date.
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 ofH2 per share through preferential allotment aggregating to H10,187.06 millions.
(xi) Issue of securities convertible into equity shares (Refer note 26)
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 theconsequent transfer of the undertaking, properties, assets and liabilities of SIPL to NAM. The difference of thevalue 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 Limitedto NAM. NAM has recognised the effect of the demerger on April 01, 2020 and accounted the assets and liabilitiestaken over at fair value in accordance with Ind AS 103 Business Combination. The difference in the fair value of thenet 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 UdhyamanInvestments 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 theassets and liabilities taken over at fair value in accordance with Ind AS 103 Business Combination. The difference inthe fair value of the net assets of the assets and liabilities transferred and the consideration issued, is recognisedas capital reserve.
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordancewith provision of the Companies Act 2013.
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers togeneral reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurementloss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
It represents the equity component arising on fair valuation of the said loans as required under Ind AS 109.
It represents the equity component arising on fair valuation of the corporate guarantee on loan taken and given asrequired under Ind AS 109.
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 equitycomponent was reclassified into equity share capital and securities premium.
The Company had created "Indiabulls Real Estate Limited - Employees Welfare Trust” (the "Trust”) for theimplementation of schemes namely employees stock options plans, employees stock purchase plan and stockappreciation rights plan. The Company treats the trust as its extension and the Company’s own shares held by thetrust are treated as treasury shares. The premium over face value of the acquired treasury shares are presentedas a deduction from the securities premium reserve. The original cost of treasury shares and the proceeds of anysubsequent sale are presented as movements in equity.
During the year ended March 31, 2025, the Company has issued 25,91,19,201 share warrants and received 25% ofthe issue price for the same. The Company has received the balance 75% of the issue price for 4,34,96,198 sharewarrants and the same has been converted to equity share.
During the year ended, March 31, 2022, NAM Estates Private Limited (accounting acquirer) issued 20,000,000optionally convertible debentures of H 100 each in addition to 30,000,000 optionally convertible debentures ofH 100 each issued during the year ended March 31, 2021. The term of the debentures is maximum 10 years from theallotment date unless redeemed or converted earlier. The OCDs carry coupon of 0%.
Unless redeemed earlier, at any time during the term, convertible at the option of either issuer/holder into suchnumber of equity shares of face value H10 each based on higher of:
(a) Fair market value determined on the date of conversion or
1. NAM Estates Private Limited (accounting acquirer) allotted 10,000 non-convertible debentures ofH10,00,000 each.
2. NAM Estates Private Limited (accounting acquirer) entered into and executed debenture trustee appointmentand created pledge in favour of debenture trustee.
3. As per the terms with subscriber and debenture trustee, issue is guaranteed by Embassy Property DevelopmentPrivate Limited, Embassy Infra Developers Private Limited, Udhyaman Investments Private Limited andGrove Ventures.
4. Mortgage of scheduled receivable of sold and unsold units under the documents entered into with thecustomers of the projects. Scheduled receivable are the receivable/cash flows/revenues including bookingamounts 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 redeemed252.00 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 ofcoupon 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: ?16,350.00millions). 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 PropertyDevelopment Private Limited, Embassy Infra Developers Private Limited, Udhyaman Investments PrivateLimited, 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 thecustomers of the projects. Scheduled receivable are the receivable/cash flows/revenues including bookingamounts 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% heldby the Company.
5. Applicable rate of interest as may be fixed or revised time to time.
6. Repayment terms :
The Company has availed a revised loan facility of H 6,000.00 millions (Tranche 1 of the loan amounting to H 5,000.00millions and Tranche 2 of the loan amounting to H 1,000.00 millions) . The loan is to be repaid in a single bullet paymentat the end of 66th month from the date of first disbursement i.e. August 2018. The loan carries an interest rate linkedto the lender’s CPLR (Corporate Prime Lending rate) with a negative spread of 590 basis points payable on monthlybasis. The loan is secured against mortgage of developer’s share of an identified project in Bengaluru, mortgage ofdeveloper’s share of unsold units along with undivided share of land and construction thereon in 4 projects locatedin Bengaluru along with receivables from the above projects, mortgage of land parcel of the project of a subsidiaryand 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 loanhas been repaid.
(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.
(ii) These loans carry an interest rate of 7.60% to 8.65%.
The Company has availed intercorporate deposit from Embassy Property Developments Private Limited. The intercorporate deposit is repayable on such intervals as may be agreed upon by the parties.The inter corporate depositoutstanding as on March 31, 2025 is H7,195.43 millions (March 31, 2024: H13,215.40 millions). Interest rate applicableto the loan is 13.25% p.a. effective from January 25, 2025.
(a) Out of this, H4.37 millions pertains to Mariana Infrastructure Limited (erstwhile wholly owned subsidiary) which hasbeen sold during the financial year 2019-20 and as per definitive agreement, any tax demands relating to periodsprior 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 thenecessary level of financial support to enable the subsidiary to operate as a going concern and meet its obligationsas and when they fall due.
(a) The Company has several cases pending against it towards the title of land acquired by it. Management, basedon legal advice obtained and also based on the court rulings (in favour of the Company), believe that the title tothe 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 noprovisioning is required w.r.t the levy of GST.
(c) Certain buyers of residential projects being developed by the subsidiary companies ("Developer”) of EmbassyDevelopments Limited (Formerly known as Equinox India Developments Limited and earlier known as IndiabullsReal 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, statingthat there are no allegations against the Company and has no role in the alleged transaction, as the Company isneither a developer of the project nor any payment made by any Allottee to the Company. As such the name ofthe 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 theCompany in respect of these matters.
Based on the above, as of March 31, 2025, and March 31, 2024, there are no contingent liabilities and commitmentsto be reported.
The Hon'ble National Company Law Appellate Tribunal, New Delhi Bench, ("NCLAT") on January 7, 2025 approved thescheme of amalgamation of Nam Estates Private Limited ("NAM") and Embassy One Commercial Property DevelopmentsPrivate Limited ("EOCPDPL") with Embassy Developments Limited("EDL") and their respective shareholders andcreditors ("Scheme") pursuant to sec 230 to 232 of the companies Act, 2013 and other applicable provisions of theAct, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Pursuant to the NCLATOrder, EDL and NAM have filed the certified true copy of the court order with the respective jurisdictional Registrar ofCompanies 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 asPromoter/Promoter Group of the Company. Hence, the business acquisition has been treated as reverse acquisition forfinancial reporting purposes in accordance with Ind AS 103, with NAM as the accounting acquirer/legal acquiree andEmbassy 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 endedMarch 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 NAMfor the year ended March 31, 2025 along with operations of EDL(pre- acqusition) from January 24, 2025 to March31, 2025. Figures for previous year ended March 31, 2024, relates to related party transactions and relationships ofNAM(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.
The Board of Directors of NAM Estates Private Limited("NAM”) in its meeting held on August 18, 2020 have approvedthe Scheme of Amalgamation (‘Scheme’) amongst the NAM Estates Private Limited, Embassy One Commercial PropertyDevelopments Private Limited("EOCPDPL”) and Embassy Developments Limited (Formerly known as Equinox IndiaDevelopments Limited and earlier known as Indiabulls Real Estate Limited) ("EDL”) under sections 230 to 232 andother applicable provisions of the Companies Act, 2013. The Scheme provides for amalgamation of the NAM, EOCPDPLinto EDL and the companies have filed respective applications with the National Company Law Tribunal (BengaluruBench) & 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 theNational 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 orderissued 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 andEOCPDPL with EDL and their respective shareholders and creditors ("Scheme”) pursuant to sec 230 to 232 of theCompanies Act, 2013 and other applicable provisions of the Act, read with Companies (Compromises, Arrangementsand Amalgamations) Rules, 2016. Pursuant to the NCLAT Order, EDL and NAM have filed the certified true copy of thecourt order with the respective jurisdictional Registrar of Companies on January 24, 2025 ("Effective date”) therebygiving effect to the scheme excluding part IV of the scheme titled as "Amalgamation of the Amalgamating of Company2 with the Amalgamated Company”, involving inter alia the amalgamation of Embassy One Commercial PropertyDevelopments Private Limited.
Pursuant to the effectiveness of the Scheme, the Company has allotted 609,105,999 equity shares of INR 2/- each tothe existing shareholders who were holding shares of NAM on the record date. Further the existing share capital of EDLheld by NAM was cancelled pursuant to the Scheme. Further as per the approved scheme the name of the Companywas 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 asPromoter/Promoter Group of the Company. Hence, the business acquisition has been treated as reverse acquisition forfinancial reporting purposes in accordance with Ind AS 103, with NAM as the accounting acquirer/legal acquiree andEDL as accounting acquiree/ legal acquirer.
In accordance with the applicable Indian accounting standard 103 - Business Combinations, the relevant assets andliabiltiies of EDL(accounting acquiree/ legal acquirer) and certain relevant assets have been fair valued as on effectivedate of the merger. The major class of assets being investments in subsidiaries have been fair valued and are recoganisedat 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. Thestandalone financials reflects the assets and liabilities of NAM measured at their pre-combination carrying value andacquisition date fair value of identified assets and liabilities taken over with respect to Embassy Developments Limitedand 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 previousyear financial statements presented for the year ended March 31, 2024 are that of NAM and hence are not comparablewith 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 Companyfor the period March 31, 2025 if the acqusition had occurred on April 01, 2024, consolidated pro-forma revenue and lossfor 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 accountingacquirer. Goodwill recognised will not be deductible for tax purpose. The acquisition date fair value of accountingacquiree’s identifiable assets and liabilities under reverse acquisition are based on independent valuations obtained bythe Company. Goodwill recognized on business combination are tested for impairment at least annually or based onimpairment indicators.
The Company has entered into a Share Purchase Agreement dated March 30, 2024 with Embassy Property DevelopmentsPrivate Limited to acquire 9,999 Equity shares of Vigor Developments Private Limited held by the Company.
In accordance with the requirements of Ind AS 108 - "Segment Reporting", the Company is primarily engaged in thebusiness of real estate development and has no other primary reportable segments. The Board of Directors of theCompany allocate the resources and assess the performance of the Company, thus are the Chief Operating DecisionMaker (CODM). The CODM monitors the operating results of the business as a single segment, hence no separatesegment 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 chargefor depreciation and amortisation during the year are all as reflected in the financial statements. As the Companyoperates in India alone, no separate geographical segment is disclosed.
Since the Company does not meet the criteria specified in Section 135 of the Companies Act, 2013, the Company is notrequired to spend any amount on activities related to corporate social responsibility for the year ended March 31, 2025.
No bank or financial institution has declared the company as "Willful defaulter" during the year ended March 31, 2025and March 31, 2024.
During the year ended March 31, 2025 and March 31, 2024 no funds have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any otherperson(s) or entity(ies), including foreign entities ("Intermediaries”) with the understanding, whether recorded inwriting 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 otherpersons 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.
All applicable cases where registration of charges or satisfaction is required with Registrar of Companies have beendone. No registration or satisfaction is pending for the year ended March 31, 2025 and March 31, 2024.
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read withCompanies (Restriction on number of Layers) Rules, 2017 and no layers of companies has been established beyond thelimit prescribed as per above said section / rules, during the year ended March 31, 2025 and 31 March 31, 2024.
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 theEmployee 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 modifiedpursuant 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 fromthe secondary market during financial year 2021, out of which 2,525,164 Equity Shares had been disposed off uponexercise 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 StockOption Scheme 2011 ("IBREL ESOS 2011”) covering stock options not exceeding 15,000,000, representing 15,000,000equity 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”). TheEmbassy 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 Sharesof the Company, to the Eligible Employees of the Company, its subsidiaries and group companies. However, no optionshave 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 policiesand systems are reviewed regularly to reflect changes in market conditions affecting business operations and theCompany's activities.
In order to mitigate the credit risk on receivables, the Company does business only with recognised third partiesthereby reducing the credit risk. Credit risk on cash and cash equivalent is limited as the Company generallytransacts with banks and financial institutions with high credit ratings assigned by international and domesticcredit rating agencies.
Loss allowance measured at 12 month expected credit loss for financial assets for which credit risk has not increasedsignificantly since initial recognition.
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and allother equity reserves attributable to the equity holders of the parent. The primary objective of the Company’s capitalmanagement is to maximise the shareholder value.
The Company manages the capital structure based on an adequate gearing which yields higher share holder value which isdriven by the business requirements for capital expenditure and cash flow requirements for operations and plans of businessexpansion and consolidation. Accordingly based on the relative gearing and effective operating cash flows generated, theCompany manages the capital either by raising required funds through debt, equity or through payment of dividends.
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending againstthe 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 beensurrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (suchas, 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 currentassets 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 Rule3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiringcompanies, which uses accounting software for maintaining its books of account, shall use only such accountingsoftware which has a feature of recording audit trail of each and every transaction, creating an edit log of each changemade in the books of account along with the date when such changes were made and ensuring that the audit trailcannot be disabled.
The Company, in respect of the financial year commencing on April 01, 2024, has used an accounting software formaintaining books of account. The Company has enabled the feature of recording audit trail (edit log) except thatthe audit trail feature was not enabled for changes made using privileged access rights for direct data changes at thedatabase level. Further, the Company has preserved the audit trail logs as per the statutory requirements for recordretention in the accounting software except that audit trail logs at the database level has not been preserved by theCompany for the period April 01, 2023 to January 09, 2024.
77 These financial statements issued under the name of Embassy Developments Limited (legal acquirer) representthe continuation of the financial statements NAM Estates Private Limited (Accounting acquirer), as explained innote 50.
The financial statements of NAM Estates Private Limited for the year ended March 31, 2024 have been audited by otherauditor.
for Agarwal Prakash & Co. for and on behalf of the Board of Directors of
Chartered Accountants Embassy Developments Limited
Firm registration number: 005975N
Partner Chairman Whole-time director &
Membership No: 097848 DIN: 00 027674 Chief Executive Officer
DIN: 00387166
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