About Indiabulls Real Estate Ltd

Indiabulls Real Estate Limited is one of the largest real estate companies in India with a well-diversified presence in residential real estate development across the spectrum, from affordable to mid-income to premium to the super-luxury space. Geographically, the Company has more than 95% of its portfolio in Indian strategic locations of Mumbai Metropolitan Region (MMR) and the National Capital Region (NCR) in India. The Company is one of the largest real estate company with a Gross Development Value of Rs 30,130 crore, and net worth of Rs 6,740.23 Crore as of 31 March 2023 and with 17 ongoing projects with total Saleable Area of 12.4 million sq. ft. under its wing. Further it has commercial development with a leasable area of 25.5 million sq.ft. under construction. Additionally the company has a land bank of 1,846 acres and also possesses 1,424 acres of SEZ land at Nasik, Maharashtra. The Company has, through its SPVs/subsidiaries, delivered over 25 million square feet of commercial & residential projects, including the iconic Indiabulls Blu Estate & Club residential towers in Worli, and commercial assets, One Indiabulls Centre and Indiabulls Finance Centre in Lower Parel. Indiabulls Real Estate Ltd was incorporated on April 04, 2006. The company was established with the main objects of carrying on the business of real estate project advisory, project marketing, maintenance of completed projects, engineering, industrial and technical consultancy, construction and development of real estate projects and other related ancillary activities. The real estate undertaking of Indiabulls Financial Services Ltd was de-merged and transferred to the company as a going concern with effect from the appointed date May 01, 2006. During the year 2006-07, Indiabulls entered in a 50:50 joint venture with DLF, Kenneth Builders & Developers (KBD). KBD acquired 35.8 acres of land from Delhi Development Authority through a competitive bidding process for Rs 450 crore to develop residential apartments. Also, they received an 'in principle approval' from Government of India for development of multi product SEZ in the state of Maharashtra. During the year 2007-08, the company diversified significantly in the following business verticals within the real estate space, namely Real Estate Development, Project Advisory & Facilities Management: Residential, Commercial (Office and Malls) and SEZ Development; Power: Thermal and Hydro Power Generation and Retail Business: Department Stores, Hypermarket Stores, Daily Needs Neighbourhood Stores. In July 2007, the company raised USD 400 million through Global Depositary Receipts. During the year, the company received formal approval from the Ministry of Commerce (Government of India) for development of 3,000 acres of Multi Product SEZ in Nashik, Maharashtra, located on the Delhi-Mumbai industrial corridor, being developed as part of Indo-Japan Economic Partnership Agreement. Also, they received formal approval for 2 IT SEZs (25 acres each) located in the Panvel area of Mumbai Metropolitan Region. During the fourth quarter, the company launched Pre-sales at Castlewood Luxury Apartments in South Delhi During the year, Indiabulls Power Generation Ltd, a 100% subsidiary of the company was awarded the Letter of Intent for a 1320 MW Bhaiyathan Thermal Power Project (Bhaiyathan TPP) in Chhattisgarh by Chhattisgarh State Electricity Board. The project includes development of captive mines containing proven reserves of 349 million tonnes of coal. During the year, Indiabulls Wholesale Services Ltd, a 100% subsidiary of the company acquired 63.92% equity stake in Piramyd Retail Ltd through a Share Purchase Agreement. Indiabulls Infrastructure Ltd, a 100% subsidiary of the company acquired 100% shareholding in Catherine Builders fit Developers Pvt Ltd from DLF Home Developers Ltd. In December 27, 2007, Diana Buildwell Pvt Ltd, 100% subsidiary of the company sold their entire holding in Victor Hotels And Motels Ltd. During the year 2008-09, the company acquired the entire paid-up capital of Dev Property Development Ltd, a company incorporated and registered in the Isle of Man, pursuant to a scheme of arrangement. They disposed off investment in one of their wholly owned subsidiary, Shivalik Land Development Ltd. Also, Indiabulls Power Services Ltd, a wholly owned subsidiary company was merged with Sophia Power Company Ltd, a majority owned subsidiary of the company now known as Indiabulls Power Ltd. During the year, the company signed an MoU with Government of Madhya Pradesh for setting up a 2640 MW power plant in the State and another MoU with the Government of Jharkhand for a 1320 MW plant. In the Hydropower space, they signed an MoU with Government of Arunachal Pradesh for 167 MW of hydropower projects. During the year 2009-10, the company has approved to de-merger of the wholesale trading business of the company as a going concern to Indiabulls Wholesale Services Ltd. They disposed of one of their wholly owned subsidiary during the year. In June 2010, they disposed off seven wholly owned subsidiaries. The Board of Directors of Indiabulls Real Estate (IBREL) at its meeting held on 17 January 2011 approved the recommendations of the Restructuring Committee to restructure the power and infrastructure business of the company. The restructuring shall be implemented in terms of a composite scheme of arrangement between Indiabulls Real Estate, Indiabulls Infrastructure and Power Limited (IIPL), Indiabulls Builders Limited (IBL) - a wholly owned subsidiary of the company, Indiabulls Power Limited (IPL) - a 58.6% owned subsidiary of the company, Poena Power Supply Limited (PPSL) - a wholly owned subsidiary of IPL and their respective shareholders and creditors (Scheme). The Scheme provides for restructuring of the share capital of the company, the transfer by way of a demerger of the power business of IBREL as a going concern to IIPL and the amalgamation of IBL (a wholly owned subsidiary of IBREL) into IBREL and various other matters consequential or otherwise integrally connected with the foregoing. As per the Scheme, shareholders of IBREL will get 2.95 equity shares of IIPL for every one equity share held by them on the record date to be fixed by IBREL. On 13 January 2012, Indiabulls Real Estate announced that for the real estate project on 8.39 acres of land at Lower Parel Division, Mumbai, earlier known as Bharat Textile Mills, being developed by M/s Indiabulls Infraestate Limited, a 100% subsidiary of Indiabulls Real Estate (IBREL SPV), M/s IL&FS Trust Company Limited and its group of investors namely IIRF India Realty XXI Limited and Little Fairy Limited (the investors), have invested as aggregate of Rs 200 crore, through subscription to equity in IBREL SPV for an aggregate minority stake of 9.36% of its post issue equity share capital at a valuation of Rs 2136 crore which is at premium of Rs 555.70 crore to the price of Rs 1580.30 crore paid for acquiring Bharat mills (including stamp duty). On 17 August 2013, Indiabulls Real Estate announced that it has purchased the entire stake of FIM Ltd. and its affiliates (managed by Farallon Capital Management LLC and its affiliates, a leading US private equity fund), in its 7 project subsidiaries for a total consideration of Rs 1172.16 crore. FIM Ltd. held 49% equity stake in these JVs and had invested Rs 847.48 crore in 2006 to 2008. With the purchase of FIM's entire stake, these project subsidiaries will now be 100% owned by Indiabulls Real Estate Limited. On 9 July 2014, the promoters of Indiabulls Group mutually agreed to restructure its various business segments and their inter se responsibilities, among themselves so that each of these business segments, receive their focused and undivided attention. Mr. Sameer Gehlaut, shall continue to control, manage and supervise the businesses of Housing Finance, Real Estate, Securities and Wholesale Trading business segments of the Group, headed by its flagship companies namely Indiabulls Housing Finance Limited (IHFL), Indiabulls Real Estate Limited (IBREL), Indiabulls Securities Limited (ISL) and Indiabulls Wholesale Services Limited ( IWSL) with Mr. Rajiv Rattan and Mr. Saurabh Mittal having relinquished all their control, management & supervision rights, in the hands of Mr Sameer Gehlaut, in all these companies and segments and have resigned from the office as directors in IHFL & IBREL. Mr Rajiv Rattan and Mr Saurabh Mittal shall not have any rights &/or interests in 'Indiabulls' Brand. In July 2014, Indiabulls Real Estate acquired the prime property, 22 Hanover Square in Central London for Rs 1630 crore. On 22 July 2015, Indiabulls Real Estate allotted an aggregate of 3.67 crore equity shares of the company at the issue price of Rs 67 and an aggregate of 4.36 crore warrants, convertible into equivalent number of equity shares at an exercise price of Rs 67 per equity share to the Promoter Group entities namely, SG Infralands Private Limited and SG Devbuild Private Limited. On 21 October 2015, Indiabulls Real Estate announced that Westminster City Council has approved the planning permission for redevelopment of 22 Hanover Square, which is being developed by a wholly owned subsidiary of the company. The redevelopment scheme comprises of 41 apartments with 80,000 sqft, 51 hotel rooms with 30,000 sqft of leisure facilities and 4,500 sqft retail and restaurant space facing onto Hanover Square. As part of change of policy from September 2015, Westminster City Council will not allow change of use from office to residential unless in exceptional circumstances. On this basis, the planning permission at 22 Hanover Square is very valuable, being the last remaining major residential scheme approved in Mayfair and London's West End. On 4 May 2016, Indiabulls Real Estate announced that pursuant to the acquisition of 2.76 crore units in Indiabulls Properties Investment Trust (IPIT) on the Singapore Exchange Securities Trading Limited, by Grapene Limited (Grapene), which is an indirect wholly-owned subsidiary of Indiabulls Real Estate, the total number of units, owned and controlled by the company (directly or through its wholly owned subsidiaries) in IPIT has increased from 47.51% to 51.18% and accordingly IPIT has become a majority owned subsidiary of the company. On 3 June 2016, Tapir Realty Developers Ltd, a 100% subsidiary of Indiabulls Real Estate, entered into a Joint Development Agreement with Oricon Properties Pvt. Ltd, a subsidiary of Oricon Enterprises Limited, for development of 7810 sq. mtrs. plot situated at Dr. E. Moses Road, Worli, Mumbai. The Board of Directors of Indiabulls Real Estate Limited at its meeting held on 24 November 2016 approved the proposal of buy-back of up to 6 crore fully paid-up equity shares of the company, being 11.8% approximately of existing paid-up share capital of the company at prevailing market price on Stock Exchanges subject to a price not exceeding Rs 90 per equity share aggregating up to an amount not exceeding Rs 540 crore from the open market through the Stock Exchange mechanism. The proposed buy-back will make the balance sheet of the company leaner by reduction in the overall capital employed in its business, which in turn will lead to higher earnings per share and enhanced return on equity. On 14 March 2017, Indiabulls Real Estate announced that its wholly owned subsidiary Indiabulls Infrastructure Limited (IIL) has signed a definitive agreement to acquire 100% share capital of India Land and Properties Limited (ILPL) for an aggregate consideration of Rs 685 crore, from Indiabulls Distribution Services Limited (a 100% subsidiary of Indiabulls Ventures Limited), and the deal is expected to be completed in the current financial year. Post the completion of the deal ILPL will become 100% owned subsidiary of the company. ILPL owns a commercial complex of 3 towers with a total constructed area of 2.67 million Sq. ft and leasable area of 1.94 million Sq.ft, spread over a total land area of over 8.84 acres situated at No. 14, 3rd Main Road, Ambattur Industrial Estate, Ambattur, Chennai. The said complex has designed in compliance to the National Building Codes by the internationally acclaimed Ms. ZAHA HADID, UK, 'Laureate Pritzker' Prize Winner (2004) and GOLD rated GREEN Building. IBREL IBL Scheme Trust, of which Indiabulls Real Estate Limited is the sole beneficiary, sold 3.3 crore shares of Indiabulls Real Estate on 22 June 2017 at the stock exchanges and realised approximately Rs 662.83 crore at an average price of about Rs 200.85 per share. The sale proceeds would be used for meeting company's funding requirements for ongoing businesses and general corporate purposes or any other purpose approved by Board. On 27 June 2017, Indiabulls Real Estate announced that it has acquired the entire minority stake of 10.08% in Indiabulls Infraestate Limited (IIL), a majority owned material subsidiary of the company, from ILFS Fund entities namely IIRF India Realty XXI Limited, Little Fairy Limited and Vistra ITCL (India) Limited, its minority investors. The aggregate cash consideration paid for the said acquisition is Rs 358.44 crore, including interest of Rs 94.85 crore against their aggregate total investment of Rs 250 crore. With this acquisition, IIL has become a wholly owned subsidiary of the company. IIL is developing a premium integrated marque residential project named Indiabulls Blu' in Worli, Mumbai comprising of 4 residential towers and additionally 2 office towers in the non residential area. IBREL IBL Scheme Trust, of which Indiabulls Real Estate Limited is the sole beneficiary, sold its holding of 95 lakh shares of Indiabulls Real Estate Limited on 27 July 2017 at the stock exchanges and realized approximately Rs 220.4 crore at an average price of about Rs 232 per share. The sale proceeds would be used for meeting the company's funding requirements for its ongoing businesses and general corporate purposes or any other purposes as may be approved by its Board. With this sale, the treasury holding of Indiabulls Real Estate Limited shares by IBREL IBL Scheme Trust is zero. On 11 September 2017, Indiabulls Real Estate announced that the company through its wholly-owned subsidiary, Ashkit Properties Limited, has acquired a prime commercial land admeasuring 13,519 sq. metres on National Highway 8 (Plot No 20, situated in Sector 18, Urban Estate, Gurugram). The said land is situated at a developed prime commercial location, where many leading multi-nationals are operating in nearby vicinity, and will be developed as a commercial complex with an expected leasable area of around 5 lacs sft. The construction of 5 lacs sft. of new office buildings is expected to finish by March 2019. This addition of new office space will further enhance the annuity revenue to Rs 1421 crore in FY 20-21 from the rental properties portfolio of Indiabulls Real Estate Ltd. On 7 December 2017, Indiabulls Real Estate announced the completion of acquisition of 100% units of Indiabulls Properties Investment Trust (IPIT), a SGX-ST listed business trust. IPIT will be delisted from the Official List of the SGX-ST with effect from 11 December 2017. The principal activities of IPIT are to achieve competitive long term returns by investing, either directly or indirectly, primarily in income-producing properties globally, with at least the majority comprising income-producing commercial/hospitality space; acquiring and/or developing properties globally (with at least the majority of IPIT's assets comprising commercial/ hospitality space) and either holding or selling all or a portion of developed properties upon completion and investing in real-estate related assets in connection with the foregoing. On 17 December 2017, Indiabulls Real Estate announced Mandarin Oriental Hotel Group as its hotel partner for their residential development, Hanover Bond (being developed locally under Clivedale brand). Located on Hanover Square, Hanover Bond will consist of 80 luxury Mandarin Oriental Residences for purchase as well as a fully integrated Mandarin Oriental hotel with 50 guest rooms and suites. This is not only the first Mandarin Oriental hotel and residences in Mayfair, but also the first truly integrated hotel and residences to be delivered in Central London. Due to complete in 2021, construction contracts have been let out and development works are fully underway. On 11 January 2018, Indiabulls Real Estate announced that the company through its wholly-owned subsidiary Yashita Buildcon Limited, has, entered into a binding and definitive agreement to acquire a prime and newly constructed commercial building, having leasable area of approx 2.5 lac sq ft in Gurugram. The deal is expected to get completed in 3 to 4 months when the Occupation Certificate of the building is expected to be received. The said building is situated at a developed prime commercial location, where many leading multinationals are operating in nearby vicinity. With this additional leasable area, the company expects to enhance its annuity revenue to Rs 1450 crore in FY 20-21 from the rental properties portfolio of Indiabulls Real Estate Limited. On 23 March 2018, Indiabulls Real Estate announced that the company's wholly owned subsidiaries, pursuant to their respective Board authorizations, have executed definitive transaction documents with the entities controlled by the Blackstone Group L.P., which is a globally renowned real estate private equity investor, to divest their entire holding in certain subsidiaries and thereby indirectly divesting 50% stake in Indiabulls Properties Private Limited (IPPL) and Indiabulls Real Estate Company Private Limited (IRECPL) at an aggregate enterprise value of approximately USD 1461.5 million equivalent to Rs 9500 crore. Post conclusion of Transaction, the company will cease its sole control over IPPL and IRECPL. Substantial portion of sale proceeds will be utilized towards repayment of existing debts of the company and its subsidiaries, for achieving sustainable long term growth, and for further strengthening of their on-going businesses. On 25 March 2018, Indiabulls Real Estate Limited announced that the company has entered into definitive transaction document(s) to sell its stake in its wholly owned subsidiaries, namely Selene Estate Limited and Airmid Infrastructure Limited (owning residential assets at Chennai) to a third party investor, for an aggregate consideration of Rs 285 crore. On 7 April 2018, Indiabulls Real Estate Limited announced that the company through its wholly-owned subsidiary Manjola Infrastructure Limited has entered into a binding and definitive agreement to acquire a prime and newly constructed commercial building at Udyog Vihar, Phase IV, Gurugram, having leasable area of approx 2.5 lac sq ft. The deal is expected to get completed in 3 to 4 months when the Occupation Certificate of this building is expected to be received. This building is situated at a developed prime commercial location, where many leading multi-nationals are operating in nearby vicinity. With this additional leasable area, the company expects to enhance its annuity revenue to Rs 1547 crore in FY 20-21 from the rental properties portfolio of Indiabulls Real Estate Ltd (including the rental portfolio of its 50:50 JV). On 10 April 2018, Indiabulls Real Estate's wholly owned subsidiary Indiabulls Infraestate Ltd (IIL) executed a non binding Term Sheet with Oricon Enterprises Limited (OEL) for execution of definitive agreements for joint development of a commercial building at OEL's land parcel admeasuring approx. 3512 sq. mtrs. plot situated at Dr. E. Moses Road, Worli, Mumbai. Upon execution of the definitive agreements, IIL will get an exclusive ownership right of approx. 2.55 lac sq ft. leasable area. On 3 May 2018, the company's Board constituted Committee authorized execution of non-binding documents with third party investor for sale of its commercial assets at Ambattur, Chennai, being a non-core real estate business operations for the company. The decision has been taken pursuant to and in terms of the company's shareholders authorization dated 23 March 2018 passed to facilitate re-organization of company's commercial leasing business in India for achieving sustainable growth and for further strengthening of its on-going businesses, in its core markets. The Board of Directors of Indiabulls Real Estate Limited at its meeting held on 18 May 2018 approved the proposal of Buy-back of up to 2.6 crore fully paid-up equity shares of Rs 2 each of the company, being approximately 5.45% of the paid-up share capital of the company, at prevailing market price on Stock Exchanges subject to a price not exceeding Rs 240 per equity share, aggregating up to an amount not exceeding Rs 624 crore. On 6 July 2018, Indiabulls Real Estate's Board constituted Committee authorized execution of definitive transaction document(s) with the entities controlled by the Blackstone Group L.P., which is a globally renowned real estate private equity investor, by which company will divest its 100% stake in the business of commercial assets at Ambattur, Chennai, being a non-core real estate business operations for the company, and will realise a gross value of approximately Rs 850 crore, subject to adjustments, if any, basis certain assets and liabilities on closing (transaction). The transaction is pursuant to and in terms of the company's shareholders authorization, dated 23 March 2018, to facilitate re-organization of company's commercial leasing business in India for achieving sustainable growth and for further strengthening of its on-going businesses, in its core markets. During FY 2019, the Board of the Company approved a Composite Scheme of Arrangement amongst the Company, Indiabulls Infrastructure Limited, a direct subsidiary, and India Land and Properties Limited, a step down subsidiary company owning 'Chennai Assets'. The Scheme has been approved by the shareholders and creditors of the Company at their respective meetings held on 20th June 2019, convened under directions of National Company Law Tribunal, Principal Bench, New Delhi (NCLT), and is now to be considered by NCLT for granting its final approval. Upon effectiveness of the Scheme, there shall not be any change in the shareholding pattern of the Company, as the Company shall not issue any shares or pay any consideration, pursuant to said Scheme. The Company through its wholly owned subsidiary, Ashkit Properties Limited, acquired a prime commercial land admeasuring 13,519 sq. mt. on National Highway 8 (Plot No 20, situated in Sector 18, Urban Estate, Gurugram) for a development of a commercial complex with an expected leasable area of more than 5 lacs sqft. Another wholly- owned subsidiary of the Company, Yashita Buildcon Limited, acquired 100% stake in Concept International India Pvt Ltd, owning prime commercial property on National Highway 8 (Plot No 422B, situated in Sector 18, Urban Estate, Gurugram), which is a developed commercial complex with leasable area of approx 2.5 lac sqft. To expand the existing JV portfolio with Blackstone, the Company entered into definitive JV agreements with Blackstone and accordingly divested 50% stake in these two office assets at an aggregate enterprise value of approximately Rs 464 Crores. During the FY 2019-20, the Company and certain subsidiaries, divested their entire stake in Indiabulls Properties Private Limited and Indiabulls Real Estate Company Private Limited (both owning commercial assets at Lower Parel, Mumbai), Yashita Buildcon Limited and Ashkit Properties Limited (both owning commercial assets at Udyog Vihar, Gurugram), and the commercial assets/development at Worli Mumbai, 25% stake in Mariana Infrastructure Ltd (owning commercial project at Gurugram) to entities controlled by The Blackstone Group Inc., which is a globally renowned real estate private equity investor. Further, to embark on and have more focus on Mumbai and NCR markets, vide Special Resolution passed at Annual General Meeting held on 28th September 2019, the Company's wholly owned subsidiary divested entire stake in Century Limited to Clivedale Overseas Limited, an entity owned by the Promoters of the Company, who in view of the continuing Brexit related issues and uncertainty and sluggish London property market, undertook to acquire the London Property for £200 million, which was significantly above the cost of its acquisition. Accordingly, Indiabulls Properties Pvt Ltd, Indiabulls Real Estate Company Pvt Ltd, Yashita Buildcon Ltd, Ashkit Properties Ltd and Century Limited, along with their subsidiaries, ceased to be subsidiaries/associates/JVs of the Company. The Composite Scheme of Arrangement between the Company (Transferee Company), India Land and Properties Limited (Transferor Company), Indiabulls Infrastructure Limited (Resulting Company) and their respective shareholders and creditors, got approved by the Hon'ble National Company Law Tribunal (NCLT), New Delhi, vide its Order dated March 3, 2020, and became effective on March 19, 2020, where the Appointed Date of the Scheme was April 1, 2019. The Board of Directors of Company, at its meeting held on August 18, 2020 had approved merger of certain identified ongoing, completed and planned residential and commercial projects of Embassy Group (Embassy Assets) by way of amalgamation of NAM Estates Private Limited (NAM Estates) and Embassy One Commercial Property Developments Private Limited (Nam Opco) both Embassy Group Entities with the Company through a Composite Scheme of Amalgamation. Upon receipt of applicable regulatory approvals from Competition Commission of India (CCI), National Stock Exchange of India (NSE), BSE Limited (BSE), the Securities and Exchange Board of India (SEBI), the companies have filed the requisite application with jurisdictional bench of NCLT, for its approval to the Scheme of Merger. The proposed Merger will create one of India's leading listed real estate development platforms. The Company placed QIP of Rs. 865 Cr. (USD 114mn) at the rate of Rs. 101.10 per share, trading of new shares commenced on April 18, 2022. During the FY 2021-22, the Company divested entire stake in its subsidiaries, Airmid Developers Limited, Mariana Developers Limited, Albina Properties Limited and Flora Land Development Limited (which own the land parcel at Village Pawala Khusrupur, Haryana) at an aggregate sale consideration of Rs 580 crores, which got concluded on August 25, 2022. In 2022-23, the Company divested its 100% stake in its wholly owned subsidiaries Juventus Estate Limited, and Mabon Properties Limited, which collectively own the land parcel admeasuring approximately 35 acres, at Gurugram, Haryana. With this, Juventus Estate Limited, Mabon Properties Limited and Milkyway Buildcon Limited (which is a 100% subsidiary of Juventus Estate Limited) ceased to be the subsidiaries of the Company w.e.f. December 23, 2022. Company has 1,846 acres of fully paid land bank spread across Mumbai, NCR and Chennai as on March 31, 2023. During the financial year 2022-23, the Company has fully redeemed all its outstanding Non-Convertible Debentures (NCDs) aggregating to Rs 37.5 crores, which were listed on Wholesale Debt Market (WDM) segment of BSE Limited.

Indiabulls Real Estate Ltd Chairman Speech

Dear Shareholders,

My name is Sachin Shah and I stepped in as Executive Director of Indiabulls Real Estate in March 2023. I would like to thank all of you for your support and confidence in me and the new Independent Directors recently nominated to the Board: Mr. Javed Tapia, Ms. Tarana Lalwani & Mr. Shyamm Mariwala. We join Mr. Praveen Kumar Tripathi, Independent Director and Mr. KG Krishnamurthy, who is currently the chairman of the Board.

Current Status and What Next?

Our FY2023 figures were ' 958 Cr in Pre-Sales and ' 1,746 Cr in Collections, mainly through robust sales at our project Sky Forest. While this is a good baseline, we have not been able to capitalize like some other larger developers during what has been one of the best bull market runs in the residential sector in India. The delay in the merger between the Company and Embassy Group has been detrimental for both companies and their stakeholders due to its prolonged uncertainty. With one promoter stepping off and the other not being able to take control, there has been a lag in decision making and in taking the Company forward. Since stepping in, over the past two quarters, we have taken some tough but needed decisions, which has led to one-time provisions in excess ' 950 crores. There has been a clear effort in our published financial accounts and investor decks to capture cost escalations in projects and one-time writeoff of doubtful receivables. There has also been a management reorganization, with the appointments of a new CFO, COO, and Company Secretary. I strongly believe that with this new infusion of talent, the company is in capable hands with this group of individuals and the new board. These swift and decisive actions were necessary so management can focus on growth.

While we continue to enjoy a decent net surplus number from our ongoing and planned projects, the next two quarters' results will be subdued due to a combination of no new launches as well as Blu, Thane and Sky Forest depleting their inventory. But I am cautiously optimistic. We are looking to add new Mumbai, NCR and Bengaluru development projects. The first few launches will be future phases in our existing projects in Thane, Worli, and Alibaug in MMR and Gurgaon in NCR. These will have a gross development value in excess of 4,300 Cr. Our team is finalizing plans and design for approvals to take these projects forward with launches planned between October and March 2024.

Market Conditions

The pandemic has been a stressful experience for everyone, but it has also changed the consumer outlook toward home ownership. India's housing needs are immense, and the demand for larger, quality homes with self-sufficient social ecosystems has never been stronger. This trend continues to gain ground and is expected to hold for the foreseeable future. While 2022 was full of uncertainties with geopolitical tensions disrupting global supply chains (causing a high inflationary environment), tighter monetary policies, and an upward bias on interest rate trajectory globally, India is in a relatively strong position with GDP growth expected to be the fastest amongst all major economies.

India's real estate sector has entered a cyclical upswing demonstrating remarkable resilience despite the many disruptions during the past years. On the back of rising incomes and improving demography, the industry has the potential to grow 3 to 4 times over the next decade. We remain optimistic about the demand for quality housing, and we believe we are seeing a multi-year growth journey in the Indian housing market. Against the backdrop of strong industry acceleration, larger branded developers have seen disproportionately large growth opportunities and performed disproportionately better over their peers. I believe we too can capitalize on this trajectory.

What next? Near term vision and Medium-term Strategy

Our debt levels are low and there is a 500+ strong team between Mumbai and Gurugram that continue to manage the business and the projects. There is a renewed attention to execution and delivery. Project activity has picked-up in all our sites and there is a dedicated commitment to finishing and handing over sites at the earliest. We are looking to reach resolution on many pending issues and are moving positively in the right direction towards this. The message is clear - as a company, we need to improve transparency, be more customer centric and pay attention to our quality. My key focus area is business development and growth as we look to exit our existing near-completed projects with a proper handover to our customers. We are also actively seeking joint venture/joint development or development fee projects that will enable us to benefit from deploying a capital-light model.

Finally, on behalf of the Company, I would like to thank all our stakeholders for their continued confidence and look forward to meeting you all at the annual shareholders' meeting.

Best wishes,

Sachin Shah

Executive Director

Indiabulls Real Estate Limited

   

Indiabulls Real Estate Ltd Company History

Indiabulls Real Estate Limited is one of the largest real estate companies in India with a well-diversified presence in residential real estate development across the spectrum, from affordable to mid-income to premium to the super-luxury space. Geographically, the Company has more than 95% of its portfolio in Indian strategic locations of Mumbai Metropolitan Region (MMR) and the National Capital Region (NCR) in India. The Company is one of the largest real estate company with a Gross Development Value of Rs 30,130 crore, and net worth of Rs 6,740.23 Crore as of 31 March 2023 and with 17 ongoing projects with total Saleable Area of 12.4 million sq. ft. under its wing. Further it has commercial development with a leasable area of 25.5 million sq.ft. under construction. Additionally the company has a land bank of 1,846 acres and also possesses 1,424 acres of SEZ land at Nasik, Maharashtra. The Company has, through its SPVs/subsidiaries, delivered over 25 million square feet of commercial & residential projects, including the iconic Indiabulls Blu Estate & Club residential towers in Worli, and commercial assets, One Indiabulls Centre and Indiabulls Finance Centre in Lower Parel. Indiabulls Real Estate Ltd was incorporated on April 04, 2006. The company was established with the main objects of carrying on the business of real estate project advisory, project marketing, maintenance of completed projects, engineering, industrial and technical consultancy, construction and development of real estate projects and other related ancillary activities. The real estate undertaking of Indiabulls Financial Services Ltd was de-merged and transferred to the company as a going concern with effect from the appointed date May 01, 2006. During the year 2006-07, Indiabulls entered in a 50:50 joint venture with DLF, Kenneth Builders & Developers (KBD). KBD acquired 35.8 acres of land from Delhi Development Authority through a competitive bidding process for Rs 450 crore to develop residential apartments. Also, they received an 'in principle approval' from Government of India for development of multi product SEZ in the state of Maharashtra. During the year 2007-08, the company diversified significantly in the following business verticals within the real estate space, namely Real Estate Development, Project Advisory & Facilities Management: Residential, Commercial (Office and Malls) and SEZ Development; Power: Thermal and Hydro Power Generation and Retail Business: Department Stores, Hypermarket Stores, Daily Needs Neighbourhood Stores. In July 2007, the company raised USD 400 million through Global Depositary Receipts. During the year, the company received formal approval from the Ministry of Commerce (Government of India) for development of 3,000 acres of Multi Product SEZ in Nashik, Maharashtra, located on the Delhi-Mumbai industrial corridor, being developed as part of Indo-Japan Economic Partnership Agreement. Also, they received formal approval for 2 IT SEZs (25 acres each) located in the Panvel area of Mumbai Metropolitan Region. During the fourth quarter, the company launched Pre-sales at Castlewood Luxury Apartments in South Delhi During the year, Indiabulls Power Generation Ltd, a 100% subsidiary of the company was awarded the Letter of Intent for a 1320 MW Bhaiyathan Thermal Power Project (Bhaiyathan TPP) in Chhattisgarh by Chhattisgarh State Electricity Board. The project includes development of captive mines containing proven reserves of 349 million tonnes of coal. During the year, Indiabulls Wholesale Services Ltd, a 100% subsidiary of the company acquired 63.92% equity stake in Piramyd Retail Ltd through a Share Purchase Agreement. Indiabulls Infrastructure Ltd, a 100% subsidiary of the company acquired 100% shareholding in Catherine Builders fit Developers Pvt Ltd from DLF Home Developers Ltd. In December 27, 2007, Diana Buildwell Pvt Ltd, 100% subsidiary of the company sold their entire holding in Victor Hotels And Motels Ltd. During the year 2008-09, the company acquired the entire paid-up capital of Dev Property Development Ltd, a company incorporated and registered in the Isle of Man, pursuant to a scheme of arrangement. They disposed off investment in one of their wholly owned subsidiary, Shivalik Land Development Ltd. Also, Indiabulls Power Services Ltd, a wholly owned subsidiary company was merged with Sophia Power Company Ltd, a majority owned subsidiary of the company now known as Indiabulls Power Ltd. During the year, the company signed an MoU with Government of Madhya Pradesh for setting up a 2640 MW power plant in the State and another MoU with the Government of Jharkhand for a 1320 MW plant. In the Hydropower space, they signed an MoU with Government of Arunachal Pradesh for 167 MW of hydropower projects. During the year 2009-10, the company has approved to de-merger of the wholesale trading business of the company as a going concern to Indiabulls Wholesale Services Ltd. They disposed of one of their wholly owned subsidiary during the year. In June 2010, they disposed off seven wholly owned subsidiaries. The Board of Directors of Indiabulls Real Estate (IBREL) at its meeting held on 17 January 2011 approved the recommendations of the Restructuring Committee to restructure the power and infrastructure business of the company. The restructuring shall be implemented in terms of a composite scheme of arrangement between Indiabulls Real Estate, Indiabulls Infrastructure and Power Limited (IIPL), Indiabulls Builders Limited (IBL) - a wholly owned subsidiary of the company, Indiabulls Power Limited (IPL) - a 58.6% owned subsidiary of the company, Poena Power Supply Limited (PPSL) - a wholly owned subsidiary of IPL and their respective shareholders and creditors (Scheme). The Scheme provides for restructuring of the share capital of the company, the transfer by way of a demerger of the power business of IBREL as a going concern to IIPL and the amalgamation of IBL (a wholly owned subsidiary of IBREL) into IBREL and various other matters consequential or otherwise integrally connected with the foregoing. As per the Scheme, shareholders of IBREL will get 2.95 equity shares of IIPL for every one equity share held by them on the record date to be fixed by IBREL. On 13 January 2012, Indiabulls Real Estate announced that for the real estate project on 8.39 acres of land at Lower Parel Division, Mumbai, earlier known as Bharat Textile Mills, being developed by M/s Indiabulls Infraestate Limited, a 100% subsidiary of Indiabulls Real Estate (IBREL SPV), M/s IL&FS Trust Company Limited and its group of investors namely IIRF India Realty XXI Limited and Little Fairy Limited (the investors), have invested as aggregate of Rs 200 crore, through subscription to equity in IBREL SPV for an aggregate minority stake of 9.36% of its post issue equity share capital at a valuation of Rs 2136 crore which is at premium of Rs 555.70 crore to the price of Rs 1580.30 crore paid for acquiring Bharat mills (including stamp duty). On 17 August 2013, Indiabulls Real Estate announced that it has purchased the entire stake of FIM Ltd. and its affiliates (managed by Farallon Capital Management LLC and its affiliates, a leading US private equity fund), in its 7 project subsidiaries for a total consideration of Rs 1172.16 crore. FIM Ltd. held 49% equity stake in these JVs and had invested Rs 847.48 crore in 2006 to 2008. With the purchase of FIM's entire stake, these project subsidiaries will now be 100% owned by Indiabulls Real Estate Limited. On 9 July 2014, the promoters of Indiabulls Group mutually agreed to restructure its various business segments and their inter se responsibilities, among themselves so that each of these business segments, receive their focused and undivided attention. Mr. Sameer Gehlaut, shall continue to control, manage and supervise the businesses of Housing Finance, Real Estate, Securities and Wholesale Trading business segments of the Group, headed by its flagship companies namely Indiabulls Housing Finance Limited (IHFL), Indiabulls Real Estate Limited (IBREL), Indiabulls Securities Limited (ISL) and Indiabulls Wholesale Services Limited ( IWSL) with Mr. Rajiv Rattan and Mr. Saurabh Mittal having relinquished all their control, management & supervision rights, in the hands of Mr Sameer Gehlaut, in all these companies and segments and have resigned from the office as directors in IHFL & IBREL. Mr Rajiv Rattan and Mr Saurabh Mittal shall not have any rights &/or interests in 'Indiabulls' Brand. In July 2014, Indiabulls Real Estate acquired the prime property, 22 Hanover Square in Central London for Rs 1630 crore. On 22 July 2015, Indiabulls Real Estate allotted an aggregate of 3.67 crore equity shares of the company at the issue price of Rs 67 and an aggregate of 4.36 crore warrants, convertible into equivalent number of equity shares at an exercise price of Rs 67 per equity share to the Promoter Group entities namely, SG Infralands Private Limited and SG Devbuild Private Limited. On 21 October 2015, Indiabulls Real Estate announced that Westminster City Council has approved the planning permission for redevelopment of 22 Hanover Square, which is being developed by a wholly owned subsidiary of the company. The redevelopment scheme comprises of 41 apartments with 80,000 sqft, 51 hotel rooms with 30,000 sqft of leisure facilities and 4,500 sqft retail and restaurant space facing onto Hanover Square. As part of change of policy from September 2015, Westminster City Council will not allow change of use from office to residential unless in exceptional circumstances. On this basis, the planning permission at 22 Hanover Square is very valuable, being the last remaining major residential scheme approved in Mayfair and London's West End. On 4 May 2016, Indiabulls Real Estate announced that pursuant to the acquisition of 2.76 crore units in Indiabulls Properties Investment Trust (IPIT) on the Singapore Exchange Securities Trading Limited, by Grapene Limited (Grapene), which is an indirect wholly-owned subsidiary of Indiabulls Real Estate, the total number of units, owned and controlled by the company (directly or through its wholly owned subsidiaries) in IPIT has increased from 47.51% to 51.18% and accordingly IPIT has become a majority owned subsidiary of the company. On 3 June 2016, Tapir Realty Developers Ltd, a 100% subsidiary of Indiabulls Real Estate, entered into a Joint Development Agreement with Oricon Properties Pvt. Ltd, a subsidiary of Oricon Enterprises Limited, for development of 7810 sq. mtrs. plot situated at Dr. E. Moses Road, Worli, Mumbai. The Board of Directors of Indiabulls Real Estate Limited at its meeting held on 24 November 2016 approved the proposal of buy-back of up to 6 crore fully paid-up equity shares of the company, being 11.8% approximately of existing paid-up share capital of the company at prevailing market price on Stock Exchanges subject to a price not exceeding Rs 90 per equity share aggregating up to an amount not exceeding Rs 540 crore from the open market through the Stock Exchange mechanism. The proposed buy-back will make the balance sheet of the company leaner by reduction in the overall capital employed in its business, which in turn will lead to higher earnings per share and enhanced return on equity. On 14 March 2017, Indiabulls Real Estate announced that its wholly owned subsidiary Indiabulls Infrastructure Limited (IIL) has signed a definitive agreement to acquire 100% share capital of India Land and Properties Limited (ILPL) for an aggregate consideration of Rs 685 crore, from Indiabulls Distribution Services Limited (a 100% subsidiary of Indiabulls Ventures Limited), and the deal is expected to be completed in the current financial year. Post the completion of the deal ILPL will become 100% owned subsidiary of the company. ILPL owns a commercial complex of 3 towers with a total constructed area of 2.67 million Sq. ft and leasable area of 1.94 million Sq.ft, spread over a total land area of over 8.84 acres situated at No. 14, 3rd Main Road, Ambattur Industrial Estate, Ambattur, Chennai. The said complex has designed in compliance to the National Building Codes by the internationally acclaimed Ms. ZAHA HADID, UK, 'Laureate Pritzker' Prize Winner (2004) and GOLD rated GREEN Building. IBREL IBL Scheme Trust, of which Indiabulls Real Estate Limited is the sole beneficiary, sold 3.3 crore shares of Indiabulls Real Estate on 22 June 2017 at the stock exchanges and realised approximately Rs 662.83 crore at an average price of about Rs 200.85 per share. The sale proceeds would be used for meeting company's funding requirements for ongoing businesses and general corporate purposes or any other purpose approved by Board. On 27 June 2017, Indiabulls Real Estate announced that it has acquired the entire minority stake of 10.08% in Indiabulls Infraestate Limited (IIL), a majority owned material subsidiary of the company, from ILFS Fund entities namely IIRF India Realty XXI Limited, Little Fairy Limited and Vistra ITCL (India) Limited, its minority investors. The aggregate cash consideration paid for the said acquisition is Rs 358.44 crore, including interest of Rs 94.85 crore against their aggregate total investment of Rs 250 crore. With this acquisition, IIL has become a wholly owned subsidiary of the company. IIL is developing a premium integrated marque residential project named Indiabulls Blu' in Worli, Mumbai comprising of 4 residential towers and additionally 2 office towers in the non residential area. IBREL IBL Scheme Trust, of which Indiabulls Real Estate Limited is the sole beneficiary, sold its holding of 95 lakh shares of Indiabulls Real Estate Limited on 27 July 2017 at the stock exchanges and realized approximately Rs 220.4 crore at an average price of about Rs 232 per share. The sale proceeds would be used for meeting the company's funding requirements for its ongoing businesses and general corporate purposes or any other purposes as may be approved by its Board. With this sale, the treasury holding of Indiabulls Real Estate Limited shares by IBREL IBL Scheme Trust is zero. On 11 September 2017, Indiabulls Real Estate announced that the company through its wholly-owned subsidiary, Ashkit Properties Limited, has acquired a prime commercial land admeasuring 13,519 sq. metres on National Highway 8 (Plot No 20, situated in Sector 18, Urban Estate, Gurugram). The said land is situated at a developed prime commercial location, where many leading multi-nationals are operating in nearby vicinity, and will be developed as a commercial complex with an expected leasable area of around 5 lacs sft. The construction of 5 lacs sft. of new office buildings is expected to finish by March 2019. This addition of new office space will further enhance the annuity revenue to Rs 1421 crore in FY 20-21 from the rental properties portfolio of Indiabulls Real Estate Ltd. On 7 December 2017, Indiabulls Real Estate announced the completion of acquisition of 100% units of Indiabulls Properties Investment Trust (IPIT), a SGX-ST listed business trust. IPIT will be delisted from the Official List of the SGX-ST with effect from 11 December 2017. The principal activities of IPIT are to achieve competitive long term returns by investing, either directly or indirectly, primarily in income-producing properties globally, with at least the majority comprising income-producing commercial/hospitality space; acquiring and/or developing properties globally (with at least the majority of IPIT's assets comprising commercial/ hospitality space) and either holding or selling all or a portion of developed properties upon completion and investing in real-estate related assets in connection with the foregoing. On 17 December 2017, Indiabulls Real Estate announced Mandarin Oriental Hotel Group as its hotel partner for their residential development, Hanover Bond (being developed locally under Clivedale brand). Located on Hanover Square, Hanover Bond will consist of 80 luxury Mandarin Oriental Residences for purchase as well as a fully integrated Mandarin Oriental hotel with 50 guest rooms and suites. This is not only the first Mandarin Oriental hotel and residences in Mayfair, but also the first truly integrated hotel and residences to be delivered in Central London. Due to complete in 2021, construction contracts have been let out and development works are fully underway. On 11 January 2018, Indiabulls Real Estate announced that the company through its wholly-owned subsidiary Yashita Buildcon Limited, has, entered into a binding and definitive agreement to acquire a prime and newly constructed commercial building, having leasable area of approx 2.5 lac sq ft in Gurugram. The deal is expected to get completed in 3 to 4 months when the Occupation Certificate of the building is expected to be received. The said building is situated at a developed prime commercial location, where many leading multinationals are operating in nearby vicinity. With this additional leasable area, the company expects to enhance its annuity revenue to Rs 1450 crore in FY 20-21 from the rental properties portfolio of Indiabulls Real Estate Limited. On 23 March 2018, Indiabulls Real Estate announced that the company's wholly owned subsidiaries, pursuant to their respective Board authorizations, have executed definitive transaction documents with the entities controlled by the Blackstone Group L.P., which is a globally renowned real estate private equity investor, to divest their entire holding in certain subsidiaries and thereby indirectly divesting 50% stake in Indiabulls Properties Private Limited (IPPL) and Indiabulls Real Estate Company Private Limited (IRECPL) at an aggregate enterprise value of approximately USD 1461.5 million equivalent to Rs 9500 crore. Post conclusion of Transaction, the company will cease its sole control over IPPL and IRECPL. Substantial portion of sale proceeds will be utilized towards repayment of existing debts of the company and its subsidiaries, for achieving sustainable long term growth, and for further strengthening of their on-going businesses. On 25 March 2018, Indiabulls Real Estate Limited announced that the company has entered into definitive transaction document(s) to sell its stake in its wholly owned subsidiaries, namely Selene Estate Limited and Airmid Infrastructure Limited (owning residential assets at Chennai) to a third party investor, for an aggregate consideration of Rs 285 crore. On 7 April 2018, Indiabulls Real Estate Limited announced that the company through its wholly-owned subsidiary Manjola Infrastructure Limited has entered into a binding and definitive agreement to acquire a prime and newly constructed commercial building at Udyog Vihar, Phase IV, Gurugram, having leasable area of approx 2.5 lac sq ft. The deal is expected to get completed in 3 to 4 months when the Occupation Certificate of this building is expected to be received. This building is situated at a developed prime commercial location, where many leading multi-nationals are operating in nearby vicinity. With this additional leasable area, the company expects to enhance its annuity revenue to Rs 1547 crore in FY 20-21 from the rental properties portfolio of Indiabulls Real Estate Ltd (including the rental portfolio of its 50:50 JV). On 10 April 2018, Indiabulls Real Estate's wholly owned subsidiary Indiabulls Infraestate Ltd (IIL) executed a non binding Term Sheet with Oricon Enterprises Limited (OEL) for execution of definitive agreements for joint development of a commercial building at OEL's land parcel admeasuring approx. 3512 sq. mtrs. plot situated at Dr. E. Moses Road, Worli, Mumbai. Upon execution of the definitive agreements, IIL will get an exclusive ownership right of approx. 2.55 lac sq ft. leasable area. On 3 May 2018, the company's Board constituted Committee authorized execution of non-binding documents with third party investor for sale of its commercial assets at Ambattur, Chennai, being a non-core real estate business operations for the company. The decision has been taken pursuant to and in terms of the company's shareholders authorization dated 23 March 2018 passed to facilitate re-organization of company's commercial leasing business in India for achieving sustainable growth and for further strengthening of its on-going businesses, in its core markets. The Board of Directors of Indiabulls Real Estate Limited at its meeting held on 18 May 2018 approved the proposal of Buy-back of up to 2.6 crore fully paid-up equity shares of Rs 2 each of the company, being approximately 5.45% of the paid-up share capital of the company, at prevailing market price on Stock Exchanges subject to a price not exceeding Rs 240 per equity share, aggregating up to an amount not exceeding Rs 624 crore. On 6 July 2018, Indiabulls Real Estate's Board constituted Committee authorized execution of definitive transaction document(s) with the entities controlled by the Blackstone Group L.P., which is a globally renowned real estate private equity investor, by which company will divest its 100% stake in the business of commercial assets at Ambattur, Chennai, being a non-core real estate business operations for the company, and will realise a gross value of approximately Rs 850 crore, subject to adjustments, if any, basis certain assets and liabilities on closing (transaction). The transaction is pursuant to and in terms of the company's shareholders authorization, dated 23 March 2018, to facilitate re-organization of company's commercial leasing business in India for achieving sustainable growth and for further strengthening of its on-going businesses, in its core markets. During FY 2019, the Board of the Company approved a Composite Scheme of Arrangement amongst the Company, Indiabulls Infrastructure Limited, a direct subsidiary, and India Land and Properties Limited, a step down subsidiary company owning 'Chennai Assets'. The Scheme has been approved by the shareholders and creditors of the Company at their respective meetings held on 20th June 2019, convened under directions of National Company Law Tribunal, Principal Bench, New Delhi (NCLT), and is now to be considered by NCLT for granting its final approval. Upon effectiveness of the Scheme, there shall not be any change in the shareholding pattern of the Company, as the Company shall not issue any shares or pay any consideration, pursuant to said Scheme. The Company through its wholly owned subsidiary, Ashkit Properties Limited, acquired a prime commercial land admeasuring 13,519 sq. mt. on National Highway 8 (Plot No 20, situated in Sector 18, Urban Estate, Gurugram) for a development of a commercial complex with an expected leasable area of more than 5 lacs sqft. Another wholly- owned subsidiary of the Company, Yashita Buildcon Limited, acquired 100% stake in Concept International India Pvt Ltd, owning prime commercial property on National Highway 8 (Plot No 422B, situated in Sector 18, Urban Estate, Gurugram), which is a developed commercial complex with leasable area of approx 2.5 lac sqft. To expand the existing JV portfolio with Blackstone, the Company entered into definitive JV agreements with Blackstone and accordingly divested 50% stake in these two office assets at an aggregate enterprise value of approximately Rs 464 Crores. During the FY 2019-20, the Company and certain subsidiaries, divested their entire stake in Indiabulls Properties Private Limited and Indiabulls Real Estate Company Private Limited (both owning commercial assets at Lower Parel, Mumbai), Yashita Buildcon Limited and Ashkit Properties Limited (both owning commercial assets at Udyog Vihar, Gurugram), and the commercial assets/development at Worli Mumbai, 25% stake in Mariana Infrastructure Ltd (owning commercial project at Gurugram) to entities controlled by The Blackstone Group Inc., which is a globally renowned real estate private equity investor. Further, to embark on and have more focus on Mumbai and NCR markets, vide Special Resolution passed at Annual General Meeting held on 28th September 2019, the Company's wholly owned subsidiary divested entire stake in Century Limited to Clivedale Overseas Limited, an entity owned by the Promoters of the Company, who in view of the continuing Brexit related issues and uncertainty and sluggish London property market, undertook to acquire the London Property for £200 million, which was significantly above the cost of its acquisition. Accordingly, Indiabulls Properties Pvt Ltd, Indiabulls Real Estate Company Pvt Ltd, Yashita Buildcon Ltd, Ashkit Properties Ltd and Century Limited, along with their subsidiaries, ceased to be subsidiaries/associates/JVs of the Company. The Composite Scheme of Arrangement between the Company (Transferee Company), India Land and Properties Limited (Transferor Company), Indiabulls Infrastructure Limited (Resulting Company) and their respective shareholders and creditors, got approved by the Hon'ble National Company Law Tribunal (NCLT), New Delhi, vide its Order dated March 3, 2020, and became effective on March 19, 2020, where the Appointed Date of the Scheme was April 1, 2019. The Board of Directors of Company, at its meeting held on August 18, 2020 had approved merger of certain identified ongoing, completed and planned residential and commercial projects of Embassy Group (Embassy Assets) by way of amalgamation of NAM Estates Private Limited (NAM Estates) and Embassy One Commercial Property Developments Private Limited (Nam Opco) both Embassy Group Entities with the Company through a Composite Scheme of Amalgamation. Upon receipt of applicable regulatory approvals from Competition Commission of India (CCI), National Stock Exchange of India (NSE), BSE Limited (BSE), the Securities and Exchange Board of India (SEBI), the companies have filed the requisite application with jurisdictional bench of NCLT, for its approval to the Scheme of Merger. The proposed Merger will create one of India's leading listed real estate development platforms. The Company placed QIP of Rs. 865 Cr. (USD 114mn) at the rate of Rs. 101.10 per share, trading of new shares commenced on April 18, 2022. During the FY 2021-22, the Company divested entire stake in its subsidiaries, Airmid Developers Limited, Mariana Developers Limited, Albina Properties Limited and Flora Land Development Limited (which own the land parcel at Village Pawala Khusrupur, Haryana) at an aggregate sale consideration of Rs 580 crores, which got concluded on August 25, 2022. In 2022-23, the Company divested its 100% stake in its wholly owned subsidiaries Juventus Estate Limited, and Mabon Properties Limited, which collectively own the land parcel admeasuring approximately 35 acres, at Gurugram, Haryana. With this, Juventus Estate Limited, Mabon Properties Limited and Milkyway Buildcon Limited (which is a 100% subsidiary of Juventus Estate Limited) ceased to be the subsidiaries of the Company w.e.f. December 23, 2022. Company has 1,846 acres of fully paid land bank spread across Mumbai, NCR and Chennai as on March 31, 2023. During the financial year 2022-23, the Company has fully redeemed all its outstanding Non-Convertible Debentures (NCDs) aggregating to Rs 37.5 crores, which were listed on Wholesale Debt Market (WDM) segment of BSE Limited.

Indiabulls Real Estate Ltd Directors Reports

Dear Members,

Your Directors have pleasure in presenting the Seventeenth Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2023.

Financial Highlights

The highlights/summary of the consolidated financial results of the Company for the financial year ended March 31, 2023, are as under:

Amount (Rs in million)

Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
Profit before Depreciation / Amortisation	(5,117.50)	(148.40)
Less: Depreciation / Amortisation	121.30	121.50
Profit before tax & exceptional items	(5,238.80)	(269.90)
Exceptional items	387.90	-
Profit before tax	(5,626.70)	(269.90)
Less: Provision for Tax	449.20	1,102.90
Profit after Tax before Non-controlling interest	(6,075.90)	(1,372.80)
Non-controlling interest	7.90	(5.60)
Net Profit for the year	(6,083.80)	(1,367.20)

The highlights/summary of the standalone financial results of the Company for the financial year ended March 31, 2023, are as under:

Amount (Rs in million)

Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
Profit before Depreciation / Amortisation	(3,940.10)	(533.90)
Less: Depreciation / Amortisation	22.20	18.70
Profit before tax	(3,962.30)	(552.60)
Less: Provision for Tax	5.10	11.50
Profit after Tax	(3,967.40)	(564.10)

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the financial year 2022-23.

REVIEW OF BUSINESS OPERATIONS

Your Company is a prominent real estate developer in the Mumbai Metropolitan Region ("MMR") and the National Capital Region ("NCR") of India. It has a diversified presence in residential real estate developments across the Mid-income, Premium and Luxury price categories. Geographically, the strategic focus is in key markets of MMR and NCR.

As of March 31, 2023, inventory amounts to a total Saleable Area of 12.4 million square feet, out of which 9.1 million square feet is located in the MMR region and 3.3 million square feet was located in the NCR & Other region. Your Company has 11 residential projects and 4 commercial projects in MMR, NCR, Jodhpur, Vadodara, Vizag in various stages of Completion.

Your Company's core competency lies in managing the real estate value chain as we have in-house capabilities to deliver a project from conceptualization to completion. It believes that a significant competitive differentiator for us has been our track record in delivering strategically-located large scale projects with high quality construction and sustainable practices. The technical and design team aim to ensure efficient and quality developments. It believes in the human capital and technology-enabled systems to successfully manage large construction projects with timely and quality execution and delivery and years of on the ground industry experience. Your Company's emphasis on safety in all phases of construction. It believes that its understanding of the relevant real estate market, positive perception, innovative design and marketing and branding techniques enable us to attract customers.

Business Achievements & Operational Highlights:

• The Company successfully placed QIP of ' 865 Cr. (USD 114mn) @ ' 101.10 per share, trading of the new shares commenced on April 18, 2022.

• Consolidated gross debt of the company ' 256 Cr, Cash & cash equivalents at ' 608 Cr; Net cash positive of ' 352 Cr post debt as on March 31, 2023. Rating agency has assigned Long-term rating of "AA-" and Short-term rating of "A1+".

• Total Gross Collections for FY 22-23 is ' 1,746 Cr., with Pre-sales of ' 958 Cr.

• Total Net Surplus from completed inventory and projects that are currently ongoing stands at ' 3,284 Cr. as at March 31, 2023.

• Total sold receivables and completed/near completed inventory in hand is ' 2,774 Cr. as at March 31, 2023 and changing buyer preference towards completed inventory with OC provides a distinct advantage to the Company.

• Company has 1,846 acres of fully paid land bank spread across Mumbai, NCR and Chennai as on March 31, 2023. As

Government, positions India as an attractive manufacturing destination, 1,424 acres of additional Nashik SEZ land can provide a significant impetus to asset monetization.

• Under-construction & Planned projects have an estimated surplus of ' 4,808 Cr., as on March 31, 2023.

MERGER OF EMBASSY GROUP ENTITIES INTO INDIABULLS REAL ESTATE FACES DELAY

Subsequent to the financial year 2022-23, the Hon'ble National Company Law Tribunal ("NCLT"), Chandigarh Bench, vide its order dated May 9, 2023, has withheld the Composite Scheme of Amalgamation of NAM Estates Private Limited ("NAM") and Embassy One Commercial Property Developments Private Limited ("EOCPDPL"), both Embassy Group entities, with the Company, under Section 230-232 of the Companies Act, 2013 read with the rules framed thereunder, as amended, and other applicable regulations and provisions ("Scheme"). The NCLT vide its order dated May 9, 2023, had raised certain concerns based on the objections cited by Income Tax Department to the Scheme.

It is pertinent to note that the said Scheme has already been approved by the shareholders of the Company, at the NCLT convened meeting held on February 12, 2022, with 99.99% favorable votes and has also received approvals from other regulators. Also, Hon'ble NCLT, Bengaluru Bench, who has jurisdiction over NAM and EOCPDPL, vide its order dated April 22, 2022, has already approved and sanctioned the said Scheme.

The Company has filed an appeal before Hon'ble National Company Appellate Law Tribunal ("NCLAT"), New Delhi Bench, for which the next date of hearing is September 8, 2023.

RE-CLASSIFICATION OF PROMOTER AND PROMOTER GROUP

During the financial year 2022-23, the Stock Exchanges vide their letters dated June 2, 2022 approved the application submitted by the Company, on the request of "erstwhile Promoter and Promoter group" of the Company ("Outgoing Promoters"), for their reclassification from 'Promoter and Promoter Group' category to 'Public' category in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, w.e.f. June 2, 2022, the Outgoing Promoters (erstwhile 'Promoter and Promoter group' of the Company) were reclassified as 'Public' shareholders.

The Company does not have any identified promoter and the affairs of the Company are being controlled and managed professionally by its Board of Directors and the management team.

QUALIFIED INSTITUTIONS PLACEMENT

During the financial year 2022-23, pursuant to the approval of the Board of Director and shareholders of the Company, at their respective meetings held on December 22, 2021 and February 7, 2022, the Company on April 12, 2023, issued and allotted an aggregate of 8,55,59,435 fully paid equity shares of face value ' 2 each of the Company ("Equity Shares") to QIBs at the issue price of ' 101.10 per Equity Share (including a premium of ' 99.10 per Equity Share), at a discount of ' 5.28 per Equity Share i.e. 4.96% to the floor price of R 106.38 per Equity Share, aggregating to aggregating to ' 8650.06 million. Consequent to the said allotment, the paid-up Equity Share capital stood increased to ' 1,08,33,50,662 consisting of 54,16,75,331 Equity Shares of ' 2 each.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the financial year 2022-23, the Registered Office of the Company stood shifted from 'Plot No. 448-451, Udyog Vihar, Phase-V, Gurugram - 122016, Haryana' to 'Office No 01-1001, WeWork, Blue One Square, Udyog Vihar Phase 4 Rd, Gurugram - 122016, Haryana', with effect from April 22, 2022.

DIVESTMENT OF STAKE IN CERTAIN SUBSIDIARIES OF THE COMPANY

During the financial year 2022-23, the Company has divested its entire stake in its following subsidiaries to independent third- party buyers:

(a) Chloris Real Estate Limited (which owns small land parcel at Sector 99, Gurugram, Haryana), 100% stake of which was held by the Company through another subsidiary i.e. Nilgiri Infrastructure Development Limited; and

(b) Airmid Developers Limited, Mariana Developers Limited, Albina Properties Limited and Flora Land Development Limited, (which collectively own the land parcel at Village Pawala Khusrupur, Sector 106, Tehsil and District Gurugram, Haryana); and

(c) Juventus Estate Limited (alongwith its wholly owned subsidiary Milky Way Buildcon Limited) and Mabon Properties Limited (which collectively own the land parcel admeasuring 35 acres approx. at Sector 104, Dwarka Expressway, Gurugram, Haryana).

The aggregate consideration value received by the Company, through above disinvestments was ' 8368.5 million DIVIDEND / TRANSFER TO IEPF

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2022-23.

During the financial year 2022-23, the Company was not required to transfer any amount in Investor Education and Protection Fund by the Company.

Further, in compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI LODR"), the Dividend Distribution Policy of the Company is available on the website of the Company at web link https://www.indiabullsrealestate.com/policies/.

DEBENTURES

During the financial year 2022-23, the Company has fully redeemed all its outstanding Non-Convertible Debentures ("NCDs") aggregating to ' 3,750 million, which were listed on Wholesale Debt Market (WDM) segment of BSE Limited. As on March 31, 2023, there were no outstanding NCDs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2022-23, upon the recommendation of the Nomination and Remuneration Committee, the Board of the Company was re-constituted with the following appointments:

(a) Ms. Supriya Bhatnagar (DIN: 08731453), as an Independent Director, for a period of 2 years w.e.f. August 12, 2022, not liable to retire by rotation, which was duly approved by the members of the Company at the 16th Annual General Meeting of the Company held on September 30, 2022, by way of Special Resolution.

(b) Mr. Sachin Shah (DIN: 00387166), as an Executive Director (WTD) & Key Managerial Personnel (KMP) w.e.f. February 27, 2023, for a period of 5 years, liable to retire by rotation.

(c) Mr. Javed Tapia (DIN: 00056420), as an Independent Director, for a period of 3 years, w.e.f. February 27, 2023, not liable to retire by rotation, Mr. Shyamm Mariwala (DIN: 00350235) and Ms. Tarana Lalwani (DIN: 01940572), as Independent Directors, for a period of 3 years, w.e.f. March 1, 2023, not liable to retire by rotation.

Subsequent to the financial year 2022-23, the appointments of (a) Mr. Sachin Shah, as an Executive Director (WTD) and KMP of the Company; and (b) Mr. Javed Tapia, Mr. Shyamm Mariwala and Ms. Tarana Lalwani, Independent Directors of the Company, were duly approved by the members of the Company, by way of special resolutions, passed through Postal Ballot on May 18, 2023.

Further, during the financial year 2022-23, (a) Justice Gyan Sudha Misra (Retd.) (DIN: 07577265), Independent director of the Company, resigned from her position, w.e.f. April 26, 2022, due to personal reasons and to focus on her existing commitments. Justice Misra had confirmed in her resignation letter that there are no other reasons for her resignation; (b) Mr. Gurbans Singh (DIN: 06667127), relinquished his position of Jt. Managing Director & Key Managerial Personnel of the Company, w.e.f. August 12, 2022, due to his other preoccupations and commitments and continued as a Non-Executive, Non-Independent Director of the Company till March 4, 2023; (c) Mr. Mehul Johnson (DIN: 00016075), was re-designated as Managing Director from Jt. Managing Director w.e.f. September 6, 2022 and thereafter relinquished his position of Managing Director & Key Managerial Personnel of the Company w.e.f. February 27, 2023, due to his personal reasons & existing commitments and continued as a Non-Executive, Non-Independent Director of the Company till March 31, 2023; and (d) Mr. Gurinder Singh (DIN: 08183046), Independent director of the Company, resigned from his position, w.e.f. March 23, 2023, due to health issues. Mr. Singh had confirmed in his resignation letter that there are no other reasons for his resignation.

Further, during the financial year 2022-23, Mr. Anil Mittal, Chief Financial Officer & KMP, resigned from the office w.e.f. August 12, 2022, and in his place the Board had appointed Mr. Saurabh Garg as Chief Financial Officer & KMP of the Company w.e.f. September 6, 2022.

Further, subsequent to the financial year 2022-23, Ms. Supriya Bhatnagar, Independent director of the Company, resigned from her position w.e.f. May 26, 2023, due to personal reasons and to focus on her other commitments. Ms. Bhatnagar had confirmed in her aforesaid letter that there are no other reasons for her resignation. Also, Mr. Ravi Telkar, Company Secretary and Mr. Saurabh Garg, Chief Financial Officer, both designated as KMPs of the Company, resigned from their respective positions w.e.f. April 30, 2023 and May 16, 2023, respectively and the Board, in their place, has appointed Mr. Chandra Shekher Joshi as Company Secretary and Mr. Manish Kumar Sinha as Chief Financial Officer, both designated as KMPs of the Company w.e.f. May 1, 2023 and May 17, 2023, respectively.

As on date of this report, the Board comprises following Directors:

1. Mr. Kulumani Gopalratnam Krishnamurthy (DIN: 00012579), Independent Director & Chairman of the Company.

2. Mr. Sachin Shah (DIN: 00387166), Executive Director & Key Managerial Personnel designated as Whole-time Director.

3. Mr. Javed Tapia (DIN: 00056420), Independent Director.

4. Mr. Shyamm Mariwala (DIN: 00350235), Independent Director.

5. Ms. Tarana Lalwani (DIN: 01940572), Independent Director.

6. Mr. Praveen Kumar Tripathi (DIN: 02167497), Independent Director.

Further, Mr. Manish Kumar Sinha is the Chief Financial Officer (CFO) and Mr. Chandra Shekher Joshi is the Company Secretary (CS) both designated as Key Managerial Personnel(s) of the Company.

Further, in accordance with the provisions of the Companies Act, 2013, and in terms of the Articles of Association of the Company, Mr. Sachin Shah (DIN: 00387166), an Executive Director designated as Whole-time Director, is liable to retire by rotation at the ensuing 17th Annual General Meeting of the Company, and being eligible has offered himself for reappointment.

The brief resume of the Director proposed to be re-appointed, nature of his expertise in specific functional areas and name of the Companies in which he holds directorships and memberships/chairmanships of Board Committees and other requisite information, are provided in the Notice convening the 17th Annual General Meeting of the Company.

All the present Independent Directors of the Company are persons of integrity and possess requisite knowledge, expertise, experience and skills, for discharging their duties effectively as Independent Directors, and have given confirmation that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013, and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). Their appointment letter(s) shall be open for inspection by the members at the registered office of the Company, in terms of applicable provisions of the Companies Act, 2013.

SHARE CAPITAL / STOCK OPTIONS / SAR

As stated above under the section 'Qualified Institutions Placement', during the financial year 2022-23, the Company had issued and allotted an aggregate of 8,55,59,435 fully paid equity shares of face value ' 2 each of the Company, to QIBs, as a result the paid-up Equity Share capital stood increased to ' 1,08,33,50,662 consisting of 54,16,75,331 equity shares of ' 2/- each.

Further, pursuant to and in terms of shareholders authorization dated March 17, 2020, the Company in accordance with erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (hereinafter referred to as "SBEB Regulations"), had created an employee's welfare trust titled "Indiabulls Real Estate Limited - Employees Welfare Trust" (the "Trust") to efficiently manage the 'Indiabulls Real Estate Limited - Employee Stock Option Scheme - 2010' ("Scheme") and to acquire, purchase, hold and deal in fully paid-up equity shares of the Company from the secondary market, for the purpose of administration and implementation of the Scheme, as may be permissible under the SBEB Regulations.

The disclosures required to be made under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, have been placed on the website of the Company http://www.indiabullsrealestate.com/.

PUBLIC DEPOSITS

During the financial year 2022-23, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, therefore the disclosures required in terms of Rule 8 of the Companies (Accounts) Rules, 2014, are not required to be given.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN No.: INE069I01010) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2023-24 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange.

AUDITORS

(a) Statutory Auditors

M/s Agarwal Prakash & Co., Chartered Accountants (FRN: 005975N), the Statutory auditors of the Company were appointed by the members at their Fourteenth Annual General Meeting held on September 28, 2020, for a period of five consecutive years i.e. until the conclusion of the Nineteenth AGM of the Company.

The Auditors' Reports submitted by the Auditors of the Company, on both standalone and consolidated financial statements of the Company for the financial year 2022-23, are self-explanatory and therefore do not call for any further explanation. The Auditors' Reports does not contain any qualification, reservation, adverse remark or disclaimer. No fraud has been reported by the Auditors of the Company in terms of the provisions of Section 143(12) of the Companies Act, 2013, and Rules framed thereunder.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company had appointed M/s S. Khandelwal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 2022-23. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report, along with Secretarial Compliance Report, as prescribed by SEBI, for the financial year 2022-23, are annexed as Annexure 1(i) and Annexure 1(ii) respectively, and forms part of this Report. The Comments of the Board on observations of Secretarial Auditors of the Company in their Report for the financial year 2022-23, are indicated below.

(i) In terms of regulation 17(1) of Listing Regulations, it is noted that the Company did not have a Women Independent Director on its Board from April 27, 2022 till August 11, 2022. However, the Company had appointed Ms. Supriya Bhatnagar, as an Independent Women Director (Additional) w.e.f. August 12, 2022 and complied with the requirements of Regulation 17 of the Listing Regulations.

Board's comment: During the financial year 2022-23, Justice Gyan Sudha Misra (Retd.), Independent director of the Company, resigned from her position, w.e.f. April 26, 2022, due to personal reasons and to focus on her existing commitments. Post her resignation, the Company was in the process of looking for a suitable person who can be appointed as Independent Women Director but could not find one within the timelines prescribed in SEBI (LODR) Regulations, 2015. However, the Board on the recommendations of the Nomination & Remuneration Committee, had on August 12, 2023, appointed Ms. Supriya Bhatnagar, as an Independent Women Director (Additional) and complied with the requirements of Regulation 17 of the Listing Regulations. The Company will avoid such instance in future.

(ii) NSE vide its letter dated November 21, 2022 and BSE vide an e-mail dated November 21, 2022, imposed a penalty of INR 100,300/- (inclusive of GST) each, on the Company, for non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman Independent Director on the Board of the Company in terms of Regulation 17(1) of Listing Regulations. The Company had paid penalty of INR 100,300/- (inclusive of GST) each for the same.

Board's comment: The Company has paid penalty of INR 100,300/- (inclusive of GST) each, to NSE and BSE, for noncompliance with the requirements pertaining to the composition of the Board including failure to appoint Independent Women Director on the Board of the Company in terms of Regulation 17(1) of SEBI (LODR) Regulations, 2015. Relevant clarification has been given in the point (i) above.

The Secretarial Audit Reports of M/s Indiabulls Infraestate Limited, M/s Lucina Land Development Limited, M/s Athena Infrastructure Limited and M/s Ceres Estate Limited, Indian Material subsidiary(ies) of the Company, are annexed as Annexure 1(iii), 1(iv), 1(v) and 1(vi).

No fraud has been reported by the Auditors of the Company in terms of the provisions of Section 143(12) of the Companies Act, 2013, and Rules framed thereunder.

COST RECORDS

The requirement of maintenance of cost records, as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, read with applicable Rules, is not applicable on the Company, and accordingly, such accounts and records have not been made and maintained by the Company.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has been undertaking projects in the areas specified under its CSR Policy (available on your Company's website at web link https://www.indiabullsrealestate.com/policies/) in accordance with Schedule VII of the Companies Act, 2013, read with the relevant Rules. In terms of the applicable provisions of the Companies Act 2013, read with relevant Rules, since the Company had average net losses during immediately preceding three financial years, the Company was not required to contribute any amount towards CSR activities during the financial year 2022-23. An Annual Report on CSR, containing relevant details, is annexed as Annexure 2, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended ("SEBI LODR Regulations") with the Stock Exchanges, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

<p >Pursuant to Regulation 34 of the SEBI (LODR) Regulations, a Business Responsibility and Sustainability Report (BRSR), describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Section 134 of the Companies Act, 2013, hereby states:

a) that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2023 and the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls are in place and that such financial controls are adequate and are operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, is available on the Company's website at web link https://www.indiabullsrealestate.com/agm-notice/.

BOARD MEETINGS

During the financial year 2022-23, 7 (Seven) Board Meetings were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within

the period prescribed under the Companies Act, 2013. The notice and agenda including all material information and minimum information required to be made available to the Board under SEBI LODR Regulations, were circulated to all directors, well within the prescribed time, before the meeting or placed at the meeting with the permission of majority of Directors (including the Independent Directors). During the financial year 2022-23, a separate meeting of the Independent Directors was held on November 11, 2022, without the presence of Non-Independent Directors and the members of the Company Management.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Nomination & Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s) and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors/members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution, role of Chairman and management of conflict of interest. Basis these parameters, the NRC had reviewed at length the performance of each director individually and expressed satisfaction on the process of evaluation and the performance of each Director. The performance evaluation of the Board as a whole and its committees, namely Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee, as well as the performance of each director individually, including the Chairman, was carried out by the entire Board of Directors. The performance evaluation of Non-independent Directors and the Board as a whole was carried out by the Independent Directors at their meeting held on. The Directors expressed their satisfaction with the evaluation process.

Also, the Chairman or Executive Director of the Company, on a periodic basis, has had one-to-one discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by Directors either individually or collectively during different board/committee meetings.

POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report forming part of this Annual Report.

LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2022-23, in terms of the provisions of Section 186 (1) of the Companies Act, 2013, the Company did not make any investments through more than two layers of investment companies. The Company's investment/loans/guarantees, during the financial year 2022-23, were in compliance with the provisions of section 186 of the Companies Act, 2013, particulars of which are captured in financial statements of the Company, wherever applicable and required, forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the financial year 2022-23, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report.

None of the transactions with related parties is material transaction and/or transaction which is not at Arm's length, requiring disclosure pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore, the information required in prescribed form AOC - 2 is not applicable. The Policy on materiality of Related Party Transactions and also on dealing with such transactions is available on the website of the Company https://www.indiabullsrealestate.com/wp-content/ uploads/2022/05/IBREL-Policy-for-Dealing-with-Related-Party-Transactions-23.04.2019.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an elaborate system of internal controls commensurate with its size, scale and operations, which also covers financial controls, financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies of the Company and its subsidiaries. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company. Based on the report of the internal auditors, process owners undertake corrective actions in their respective areas and thereby strengthen the controls.

MATERIAL CHANGES AND COMMITMENTS

Other than those disclosed in this report, there are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the Financial Year of the Company i.e. March 31, 2023 and the date of this Report.

Further, no significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, is as under:

A. Conservation of Energy

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an ongoing process, the followings are (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the Company for utilising alternate sources of energy; and (iii) the capital investment on energy conservation equipment.

The Company has been able to reduce energy consumption by using star rated appliances where possible and also through the replacement of CFL lights with LED lights. Monitoring resource usage, improved process efficiency, reduced waste generation and disposal costs have also supported the cause. The Company continues to explore collaboration with contractors/partners that ensure conservation of energy and resources. On this front, the Company promotes the use of innovative technologies such as green buildings and other energy efficient measures for construction of their projects. Some of the best practices undertaken for the conservation of energy are:

1) Comprehensive energy-modeling during the design stage to achieve energy conservation while meeting the functional requirements for both residential and commercial projects,

2) Using passive techniques for cooling such as optimum building envelope design, wherever possible,

3) Selecting climate appropriate material for the building,

4) Using energy saving LED light fixtures,

5) Conservation of energy at all of its offices by replacing lighting system with LEDs, installation of star energy conservation air conditioning systems, installation of automatic power controllers to save maximum demand charges and energy, installation of TFT monitors that saves power, and periodic Training sessions for employees on ways to conserve energy in their individual roles.

Solar energy is the alternate source of energy integrated/being integrated into our projects and their operations. As a part of the green building guidelines followed by us, company's endeavor is to utilize solar energy to meet the energy.

B. Technology Absorption

The Company has implemented best of the class applications to manage and automate its business processes to achieve higher efficiency, data integrity and data security. It has helped it in implementing best business practices and shorter time to market new schemes, products and customer services. The Company's investment in technology has improved customer services, reduced operational costs and development of new Business opportunities.

I. The efforts made towards technology absorption:

The Company is investing in cutting edge technologies to upgrade its infrastructure set up and innovative technical solutions, thereby increasing customer satisfaction & employee efficiency. The Company's endeavored is to use upgraded, advance and latest technology machines, equipment etc, which improves customer delight and employee efficiency. Some of the initiatives are: Deployment of machines to substitute manual work partly or fully, the improvement of existing or the development/ deployment of new construction technologies to speed up the process and make construction more efficient, using LED lighting for common areas of our developments and in our office buildings, using timers for external lighting and basement lighting in some of our projects for switching lights on/ off as per peak and non-peak hours. The Company promotes the use of electronic means of communication with its shareholders by sending electronic communication for confirmation of payments and other similar purposes. The Company also encourages the use of electronic mode of communications to and from all its stakeholders. Soft copies of the annual report(s) along with the notice convening the Annual General Meeting(s) were sent to its shareholders so as to minimize the usage of paper.

II. The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company's approach in adopting technology has improved customer satisfaction, reduced operational cost and created new opportunities for development of businesses. Also, there is cost reduction in the administration and construction, through utilisation of scheduling and planning, efficient practices, prefabricated components, etc. Some of the initiatives are: In-depth planning of construction activities to achieve shorter time-lines and reduced consumption of man and material at site, organising/scheduling/ structuring the work in tandem with job descriptions to ensure efficiency, engaging specialised sub-contractors/ consultants to complete tasks efficiently, introducing rules and regulations based on national and international standards and internal classifications, monitoring performance at projects and administrative offices.

III. Information regarding imported technology (imported during last 3 years) and expenditure incurred on Research & Development:

Not Applicable, since the Company has not imported any technology or incurred expenses of research & Development, during such period.

C. Foreign Exchange Earnings and Outgo

During the financial year 2022-23, there were no foreign exchange earnings (last year Nil). Details of the foreign exchange outgo, are given below:

Amount (Rs in million)

Particulars	FY 2022-23	FY 2021-22
Subscription Charges	0.10	0.20
Technical Support Expenses	0.40	-
Professional & Consultancy Charges	18.40	7.50
Total	18.90	7. 70

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 21 of SEBI LODR Regulations, the Company has formulated robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company and its subsidiaries at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence.

Based on the Market Capitalisation as on March 31, 2023, the Company, continuing to be amongst the Top 1000 listed entities, does have a duly constituted Risk Management Committee, details of which are disclosed in the Corporate Governance Report forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

Pursuant to the applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration are provided in 'Annexure - 3' forming part of this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the said Rules, the Board's Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5.2 of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary. The inspection is to be carried out at the Company's Registered Office at Gurugram, during business hours on working days of the Company up to date of ensuing Annual General Meeting.

FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE DIRECTORS

Non-Executive Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Company's strategy, business model, product and service offerings, customers' & shareholders' profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company. The Board is also periodically briefed on the various changes, if any, in the regulations governing the conduct of non-executive directors including independent directors. The details of the familiarization programmes have been hosted on the website of the Company and can be accessed on the link: https://www. indiabullsrealestate.com/investor-relations/.

SUBSIDIARY COMPANIES

Pursuant to Section 129 of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statements along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before the ensuing 17th Annual General Meeting along with its Standalone Financial Statements. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended March 31, 2023, forms part of the Annual Report.

As on March 31, 2023, the Company had 173 subsidiaries. Indiabulls Infraestate Limited, Lucina Land Development Limited, Athena Infrastructure Limited and Ceres Estate Limited were material subsidiaries of the Company during the financial year 2022-23.

For the names of companies which became or ceased to be subsidiaries or associate companies during the year ended March 31, 2023, for performance and financial position of each of the subsidiaries of the Company, along with other related information required pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, the Members are requested to refer to the Consolidated and Standalone Financial Statements of the Company along with the statement pursuant to section 129(3) of the Companies Act, 2013, in the prescribed Form AOC - 1, forming part of the Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company. Shareholders may write to the Company for the annual financial statements and detailed information on subsidiary companies. Further, the documents shall also be available for inspection by the shareholders at the registered office of the Company.

COMMITTEES OF THE BOARD

In compliance with the relevant provisions of applicable laws and statutes, the Company has the following Board constituted committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Stakeholders Relationship Committee

e) Risk Management Committee

The details with respect to composition, power, role, terms of reference etc. of each of these committees are given in the Corporate Governance Report forming part of this Annual Report.

In addition to the above, the Board has also constituted Compensation Committee for administration of stock options, Restructuring Committee for divestment of non-core and commercial assets, Operations Committee for dealing with various administrative and operational matters, Reorganisation Committee for review, monitoring and implementation of the Scheme of Amalgamation for proposed Amalgamation of Embassy group entities with the Company and Fund Raising Committee for raising of funds through issuance of securities by way of Qualified Institutions Placement.

SECRETARIAL STANDARDS

The Board of Directors state that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of the Board, its Committees and the General Meetings as issued by the Institute of Company Secretaries of India.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has constituted an Internal Complaints Committee, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the financial year 2022-23, no cases of sexual harassment were reported.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received, if any, regarding sexual harassment.

DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPCY CODE, 2016

During the financial year 2022-23, no applications were made, or case was pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF VALUATION DONE WITH RESPECT TO LOANS TAKEN FROM BANKS OR FINANCIAL INSTITUTION

During the financial year 2022-23, there was no one time settlement done in respect of loans taken from Banks or Financial Institutions.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy ("the Policy"), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees working for the Company and its subsidiaries. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Company's Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Company's funds/assets etc. A whistle-blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to uphold the reputation of the Company and its subsidiaries. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices.

The details of the Whistle Blower Policy are available on the website of the Company (http://www.indiabullsrealestate.com).

GREEN INITIATIVES

Pursuant to the applicable provisions of the Companies Act and rules made thereunder and SEBI LODR and the MCA/ SEBI Circulars, the AGM of the Company is being held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. Electronic copies of the Annual Report for Financial year 2022-23 and Notice of the seventeenth AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). The Members who have not received the said Annual Report and Notice may download the same from the Company's website at www.indiabullsrealestate.com and on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 17th AGM. This is pursuant to section 108 of the Companies Act, 2013, read with applicable Rules and in accordance with the SEBI LODR Regulations. The instructions for e-voting are provided in the AGM Notice. Additionally, Insta-poll

facility will also be provided to Members at AGM by KFin Technologies Limited, to enable casting of vote by such members who have not utilized e-voting mechanism.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

	For and on behalf of the Board
	Sd/-	Sd/-
	Sachin Shah	Shyamm Mariwala
Place: Mumbai	Whole-time Director	Independent Director
Date: August 10, 2023	DIN:00387166	DIN:00350235

   

Indiabulls Real Estate Ltd Company Background

K G Krishnamurthy

Incorporation Year	2006
Registered Office	M 62 & 63 First Floor,Connaught Place New Delhi,New Delhi-110001
Telephone	91-11-6681199,Managing Director
Fax	91-11-6681240
Company Secretary	Ravi Telkar
Auditor	Agarwal Prakash & Co
Face Value	2
Market Lot	1
Listing	BSE,Luxembourg,MSEI ,NSE,
Registrar	KFin Techologies Ltd Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Indiabulls Real Estate Ltd Company Management

Director Name	Director Designation	Year
Ravi Telkar	Company Sec. & Compli. Officer	2022
Praveen Kumar Tripathi	Independent Director	2022
K G Krishnamurthy	Chairman & Independent Directo	2022
Supriya Bhatnagar	Independent Director	2022

Indiabulls Real Estate Ltd Listing Information

Listing Information
BSESMALLCA
BSEALLCAP
GOODSSERVI
NFTMICC250
NFTYTOTMKT

Indiabulls Real Estate Ltd Finished Product

No Data Found