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Indiabulls Limited — Capital/Financing Update 2023
Jun 27, 2023
60328_rns_2023-06-28_a486f91d-4004-45ff-b3fc-3af31f4fa861.pdf
Capital/Financing Update
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June 27, 2023
Scrip Code - 533520 YAARI BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, ‘Exchange Plaza’, Dalal Street, Bandra-Kurla Complex, Bandra (East) MUMBAI – 400 001 MUMBAI – 400 051
Sub: – Intimation of Scheme of Arrangement, pursuant to Regulation 30 read with Schedule - III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Re quirements) Regulations, 2015, as amended
Dear Sir/Madam
In furtherance to the intimation dated May 26, 2023, pursuant to Regulation 30 read with Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, together with any amendments thereto from time to time (the ‘SEBI Listing Regulations’ ) and read with SEBI Circular bearing reference number CIR/CFD/CMD/4/2015 dated September 09, 2015 (‘ SEBI Circular’ ), this is to inform that Board of Directors of the Company (‘ Board ’) in its meeting held today i.e., June 27, 2023, which commenced at 08:00 P.M. and concluded at 8:40 P.M., inter alia , considered and approved the following:
- The Scheme of Arrangement amongst Dhani Services Limited (“Amalgamating Company 1”) , Indiabulls Enterprises Limited (“Amalgamating Company 2”) (Amalgamating Company 1 and Amalgamating Company 2 are collectively referred to as “Listed Amalgamating Companies” ), Savren Medicare Limited (“Amalgamating Company 3”) , Auxesia Soft Solutions Limited (“Amalgamating Company 4”) , Gyansagar Buildtech Limited (“Amalgamating Company 5”) , Pushpanjli Finsolutions Limited (“Amalgamating Company 6”) , Devata Tradelink Limited (“Amalgamating Company 7”) , Evinos Developers Limited (“Amalgamating Company 8”) , Milky Way Buildcon Limited (“Amalgamating Company 9”) , Indiabulls Consumer Products Limited (“Amalgamating Company 10”) , Indiabulls Infra Resources Limited (“Amalgamating Company 11”) , Jwala Technology Systems Private Limited (“Amalgamating Company 12”) , Mabon Properties Limited (“Amalgamating Company 13”) , YDI Consumer India Limited (“Amalgamating Company 14”) , Indiabulls General Insurance Limited (“Amalgamating Company 15”) , Indiabulls Life Insurance Company Lim-
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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ited (“Amalgamating Company 16”) , Juventus Estate Limited (“Amalgamating Company 17”) (Amalgamating Company 3 To Amalgamating Company 17 are collectively referred to as “Unlisted Amalgamating Companies” ), India Land Hotels Mumbai Private Limited (“Demerged Company”) , Indiabulls Pharmacare Limited (“Resulting Company 1”) and Yaari Digital Integrated Services Limited (“Amalgamated Company” / “Resulting Company 2”) (collectively referred to as “Participating Companies” ) and their respective shareholders and creditors (‘ Scheme ’) , in terms of the provisions of section(s) 230 to 232 and other applicable sections and provisions of the Companies Act, 2013 read together with the rules made thereunder, subject to the approval of shareholders, creditors, stock exchanges viz. BSE Limited and National Stock Exchange of India Limited, National Company Law Tribunal and any other respective regulatory authorities, as may be required.
-
It may be noted that the proposed Scheme has been reviewed and recommended for approval by the Audit Committee of the Company at its meeting held on June 27, 2023.
-
Requisite details in accordance with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, are enclosed herewith as Annexure 1 .
Kindly take the above information in your records.
Thanking You
For Yaari Digital Integrated Services Limited
Digitally signed LALIT by LALIT SHARMA SHARMA Date: 2023.06.27 23:52:04 +05'30' Lalit Sharma Company Secretary & Compliance officer
Encl: As above
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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Annexure 1:
Requisite details in accordance with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015
| S. No. |
Particulars | Description |
|---|---|---|
| 1. | Name of the entity (ies) forming part of the amalgama- tion/merger/demerger, details in brief such as, size, turnover etc. |
This is a Scheme of Arrangement involving: 1. Dhani Services Limited (“Amalgamating Company 1”) 2. Indiabulls Enterprises Limited (“Amal- gamating Company 2”) 3. Savren Medicare Limited (“Amalgamating Company 3”), 4. Auxesia Soft Solutions Limited (“Amal- gamating Company 4”) 5. Gyansagar Buildtech Limited (“Amalgam- ating Company 5”) 6. Pushpanjli Finsolutions Limited (“Amal- gamating Company 6”) 7. Devata Tradelink Limited (“Amalgamat- ing Company 7”) 8. Evinos Developers Limited (“Amalgamat- ing Company 8”) 9. Milky Way Buildcon Limited (“Amal- gamating Company 9”) 10. Indiabulls Consumer Products Limited (“Amalgamating Company 10”) 11. Indiabulls Infra Resources Limited (“Amalgamating Company 11”) 12. Jwala Technology Systems Private Lim- ited (“Amalgamating Company 12”) |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| 13. Mabon Properties Limited (“Amalgamat- ing Company 13”) 14. YDI Consumer India Limited (“Amalgam- ating Company 14”) 15. Indiabulls General Insurance Limited (“Amalgamating Company 15”) 16. Indiabulls Life Insurance Company Lim- ited (“Amalgamating Company 16”) 17. Juventus Estate Limited (“Amalgamating Company 17”) 18. India Land Hotels Mumbai Private Lim- ited (“Demerged Company”) 19. Indiabulls Pharmacare Limited (“Resulting Company 1”) 20. Yaari Digital Integrated Services Limited (“Amalgamated Company” / “Resulting Company 2”) As on March 31, 2023, the net-worth and turnover of the entities involved in the Scheme is INR 6448.62 cores and INR 757.05 crores respectively. |
||
|---|---|---|
| 2 | Turnover of the demerged divi- sion and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on finan- cials of the last financial year |
i) Enterprise value (net of liabilities) and Turnover of Demerged Division/ Demerged Undertaking as on March 31, 2023; - INR 110.15 crores and 0.37 crores respectively. ii) Turnover of the listed entity i.e., Yaari Digi- tal Integrated Services Limited (“Resulting Company 2”) as on March 31, 2023; - INR 529.69 crores iii) Turnover of the Demerged Division/ De- merged Undertaking for the financial year 2022-23 as percentage to the total turnover |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| of the listed entity i.e., Yaari Digital Inte- grated Services Limited for the said finan- cial year is 0.0007 % |
||
|---|---|---|
| 3 | Whether the transaction would fall within related party transac- tions? If yes, whether the same is done at “arms-length” |
Pursuant to effectiveness of Part B of the Scheme, all the Unlisted Amalgamating Companies i.e., Amalgam- ating Company 3 to Amalgamating Company 13 and Amalgamating Company 17, shall qualify as wholly owned subsidiaries of the Amalgamated Company i.e., Yaari Digital Integrated Services Limited. Furthermore, Amalgamating Company 14, Amalgamating Company 15 and Amalgamating Company 16 are existing wholly owned subsidiaries of Amalgamated Company. Hence, the merger/ amalgamation of the aforementioned Amalgamating Companies with the Amalgamated Company shall be considered as a related party transac- tion. However, Ministry of Corporate affairs has clarified _vide_General Circular No. 30/2014 dated July 17, 2014, that transactions arising out of the compromise, ar- rangement and amalgamation dealt with under specific provisions of the companies Act 2013, will not fall within the preview of the related party transaction in terms of Section 188 of the Companies Act, 2013. Since the aforementioned Amalgamating Companies shall qualify as wholly owned subsidiaries of the Amalgamated Company i.e., Yaari Digital Integrated Services Limited, hence, and the entire paid-up share capital of the aforementioned companies shall be held by the Amalgamated Company, accordingly, upon merger of the said companies with the Amalgamated Company, no consideration is required to be dis- |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| charged. Further, wherever applicable, the consideration for the Scheme will be discharged on an ‘arm’s length’ basis. |
|||
|---|---|---|---|
| 4 | Area of business of the enti- ty(ies) |
Dhani Services Limited (“Amalgamating Company 1”) (i) Amalgamating Company 1 is a public limited com- pany incorporated under the Companies Act, 1956 on 9thJune 1995. The Corporate Identity Number (“CIN”) of the Amalgamating Company 1 is L74110DL1995PLC069631 and its Permanent Ac- count Number (“PAN”) is AAACO0870B. (ii) Dhani Services Limited is engaged in diversified business activities. It operates as a real estate de- veloper and also functions as a data driven technol- ogy company providing services to Indian consum- ers functioning as NBFCs, e-commerce entities, Digital Wallet providers with UPI, Stock Brokers, Commodities Brokers, Depository Services, ARC, etc. Indiabulls Enterprises Limited (“Amalgamating Company 2”) (i) Amalgamating Company 2 is a public limited com- pany incorporated under the Companies Act, 2013 on 02nd January 2019. The CIN of the Amalgamat- ing Company 2 is U71290HR2019PLC077579 and the PAN is AAFCI1200E. (ii) Amalgamating Company 2 is authorised to carry on the business of equipment renting services, man- |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| agement, maintenance services and certain other |
|---|
| businesses. |
| Savren Medicare Limited (“Amalgamating Compa- |
| ny 3”) |
| (i) Amalgamating Company 3 is a public limited com- |
| pany incorporated under the Companies Act, 2013 |
| on 19th November 2019. The CIN of the Amal- |
| gamating Company 3 is |
| U74999DL2019PLC357692 and its PAN is |
| ABCCS9346M. |
| (ii) The company is authorised to engage in a wide |
| range of activities related to healthcare, pharmaceu- |
| ticals, and allied products. Further, the Amalgamat- |
| ing Company 3 is authorised to trade, import, ex- |
| port, and retail various medical goods, medicines, |
| formulations, and healthcare products and to oper- |
| ate research facilities, diagnostic centers, hospitals, |
| and offer consultancy services. The company is au- |
| thorised to also provide e-commerce, data pro- |
| cessing, and computer-related services in the |
| healthcare field. |
| (iii)Amalgamating Company 3 is a wholly owned sub- |
| sidiary of Dhani Healthcare Limited, which in turn |
| is the wholly owned subsidiary of Amalgamating |
| Company 1. |
| Auxesia Soft Solutions Limited (“Amalgamating |
| **Company 4”) ** |
| (i) Amalgamating Company 4 is a public limited com- |
| pany incorporated under the Companies Act, 1956 |
| on 30th September 2011.The CIN of the Amalgam- |
| ating Company 4 is U72900DL2011PLC225699 |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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and its PAN is AAJCA8687R. (ii) Amalgamating Company 4 was incorporated with main objects of electronic information technology development, upgradation, manufacturing, processing & upgradation of hardware, software, website, web page, internet, email, online electronic communication system, telemarketing, data processing, etc. (iii)Amalgamating Company 4 is a wholly owned subsidiary of Amalgamating Company 1. Gyansagar Buildtech Limited (“Amalgamating Company 5”) (i) Amalgamating Company 5 is a public limited company incorporated under the Companies Act, 1956 on 28th October 2010. The CIN of the Amalgamating Company 5 is U70200DL2010PLC209963 and its PAN is AAECG1661J. (ii) Amalgamating Company 5 is authorised to engage in, inter alia , business of development of infrastructure and to undertake infrastructure project and to purchase, sell, develop, construct, hire or otherwise deal in all real or personal estate / properties. (iii)Amalgamating Company 5 is a wholly owned subsidiary of Amalgamating Company 1. Pushpanjli Finsolutions Limited (“Amalgamating Company 6”) (i) Amalgamating Company 6 is a public limited company incorporated under the Companies Act, 1956 on 11th December 2009. The CIN of the Amalgamating Company 6 is U67190DL2009PLC196822 and its PAN is AAFCP2583B.
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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(ii) Amalgamating Company 6 is authorised to engage in the business of consultancy relating to investment, acquiring, holding, procuring, purchasing of all type of securities. (iii)Amalgamating Company 6 is a wholly owned subsidiary of Amalgamating Company 1. “ - Devata Tradelink Limited ( Amalgamating Com pany 7”) (i) Amalgamating Company 7 is a public limited company incorporated under the Companies Act, 1956 on 09th January 2008. The CIN of the Amalgamating Company 7 is U51109DL2008PLC172459 and its PAN is AACCD7598M. (ii) Amalgamating Company 7 is authorised to engage in the business of, inter alia , all types and all kinds of financial consultancy services. It is further authorised to act as consultant, advisor, advocate, etc. in India and abroad. (iii)Amalgamating Company 7 is a wholly owned subsidiary of Amalgamating Company 1. “ - Evinos Developers Limited ( Amalgamating Com pany 8”) (i) Amalgamating Company 8 is a public limited company incorporated under the Companies Act, 2013 on 17th June 2019. The CIN of the Amalgamating Company 8 is U70100DL2019PLC351426 and its PAN is AAFCE5283K. (ii) Amalgamating Company 8 is authorised to engage in the business of renting, leasing of a comprehensive array of construction, infrastructure development, manufacturing and mineral handling equip-
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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ment(s), business of builders, decorators, general and government contractors and engineers, end to end solution to manage and maintain real estate and/or infrastructure projects and other related activities, in India/abroad. (iii)Amalgamating Company 8 is a wholly owned subsidiary of Amalgamating Company 1. Milky Way Buildcon Limited (“Amalgamating Company 9”) (i) Amalgamating Company 9 is a public limited company incorporated under the Companies Act, 1956 on 25[th] April 2007. The CIN of the Amalgamating Company 9 is U45400MH2007PLC308869 and its PAN is AAFCM1008A. (ii) Amalgamating Company 9 is authorised to carry on/engaged in the business of development of real estate projects. (iii)Amalgamating Company 9 is a wholly owned subsidiary of Amalgamating Company 17 which in turn is a wholly owned subsidiary of Amalgamating Company 1. Indiabulls Consumer Products Limited (“Amalgamating Company 10”) (i) Amalgamating Company 10 is a public limited company incorporated under the Companies Act, 2013 on 05[th] July 2016. The CIN of the Amalgamating Company 10 is U74999DL2016PLC302574 and its PAN is AAECI1800K. (ii) Amalgamating Company 10 is authorised to engage in the business of LED lighting and related consultancy services.
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| (iii)Amalgamating Company 10 is a wholly owned |
|---|
| subsidiary of Amalgamating Company 1. |
| Indiabulls Infra Resources Limited (“Amalgamat- |
| **ing Company 11”) ** |
| (i) Amalgamating Company 11 is a public limited |
| company incorporated under the Companies Act, |
| 2013 on 01stFebruary 2017. The CIN of the Amal- |
| gamating Company 11 is |
| U74999DL2017PLC311192 and its PAN is AAE- |
| CI3975P. |
| (ii) Amalgamating Company 11 is authorised to engage |
| in the business of renting, leasing of a comprehen- |
| sive range of construction, infrastructure, manufac- |
| turing, and mineral handling equipment(s), business |
| of builders, decorators, general and government |
| contractor and engineers, end to end solutions to |
| manage and maintain real estate and/or infrastruc- |
| ture projects and other related activities, in India or |
| abroad. |
| (iii)Amalgamating Company 11 is a wholly owned |
| subsidiary of Amalgamating Company 1. |
| Jwala Technology Systems Private Limited (“Amal- |
| gamating Company 12”) |
| (i) Amalgamating Company 12 is a private limited |
| company incorporated under the Companies Act, |
| 2013 on 06thJanuary 2016. The CIN of the Amal- |
| gamating Company 12 is |
| U72900DL2016PTC289360 and its PAN is |
| AADCJ6312N. |
| (ii) Amalgamating Company 12 is authorised to engage |
| in the business of electronic information technology |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| development, upgradation, manufacturing pro- |
|---|
| cessing and upgradation of hardware, software, |
| website, webpage, internet, e-mail, online electron- |
| ic communication systems, telemarketing, data pro- |
| cessing etc. |
| (iii)Amalgamating Company 12 is a wholly owned |
| subsidiary of Amalgamating Company 1. |
| Mabon Properties Limited (“Amalgamating Com- |
| **pany 13”) ** |
| (i) Amalgamating Company 13 is a public limited |
| company incorporated under the Companies Act, |
| 1956 on 14thJanuary 2008. The CIN of the Amal- |
| gamating Company 13 is |
| U45200MH2008PLC308882 and its PAN is |
| AAFCM3589E. |
| (ii) Amalgamating Company 13 is authorised to carry |
| on/ engaged in the business of development of real |
| estate projects. |
| (iii)Amalgamating Company 13 is a wholly owned |
| subsidiary of Amalgamating Company 1. |
| YDI Consumer India Limited (“Amalgamating |
| **Company 14”) ** |
| (i) Amalgamating Company 14 is a public limited |
| company incorporated under the Companies Act, |
| 2013 on 27thMay 2021. The CIN of the Amalgam- |
| ating Company 14 is U24299HR2021PLC095244 |
| and its PAN is AABCY3892L. |
| (ii) Amalgamating Company 14 is engaged in the busi- |
| ness of manufacturing & marketing of beauty prod- |
| ucts, cosmetics, toiletries and cleaning products. |
| (iii)Amalgamating Company 14 is a wholly owned |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| subsidiary of the Amalgamated Company. |
|---|
| Indiabulls General Insurance Limited (“Amalgam- |
| ating Company 15”) |
| (i) Amalgamating Company 15 is a public limited |
| company incorporated under the Companies Act, |
| 2013 on 24thJanuary 2018. The CIN of the Amal- |
| gamating Company 15 is |
| U66000DL2018PLC328939 and its PAN is AAE- |
| CI7525F. |
| (ii) Amalgamating Company 15 is authorised to,inter |
| alia, carry on the business of general insurance and |
| health insurance as permitted under the Insurance |
| Act, 1938 and by the Insurance Regulatory Devel- |
| opment Authority. As on date, Amalgamating |
| Company 15 has not received the insurance license. |
| (iii)Amalgamating Company 15 is a wholly owned |
| subsidiary of Amalgamated Company. |
| Indiabulls Life Insurance Company Limited |
| **(“Amalgamating Company 16”) ** |
| (i) Amalgamating Company 16 is a public limited |
| company incorporated under the Companies Act, |
| 1956 on 03rdDecember 2007. The CIN of the |
| Amalgamating Company 16 is |
| U66000DL2007PLC171001 and its PAN is |
| AABCI8005P. |
| (ii) The Amalgamating Company 16 is authorised to, |
| inter alia, carry on the business of life insurance as |
| permitted under the Insurance Act, 1938 and by the |
| Insurance Regulatory Development Authority. As |
| on date, Amalgamating Company 16 has not re- |
| ceived the insurance license. |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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(iii)Amalgamating Company 16 is a wholly owned subsidiary of Amalgamated Company. Juventus Estate Limited (“JEL” / “Amalgamating Company 17”) (i) Amalgamating Company 17 is a public limited company incorporated under the Companies Act, 1956 on 25[th] July 2006. The CIN of the Amalgamating Company 17 is U70109DL2006PLC151259 and its PAN is AABCJ7161M. (ii) Amalgamating Company 17 is authorised to carry on/ engaged in the business of real estate and other ancillary services. (iii) Amalgamating Company 17 is a wholly owned subsidiary of Amalgamating Company 1. India Land Hotels Mumbai Private Limited (“Demerged Company”) (i) Demerged Company is a private limited company incorporated under the Companies Act, 1956 on 18th January 1985. The CIN of the Demerged Company is U65999MH1985PTC405280 and its PAN is AACCB0106F. (ii) The Demerged Company was incorporated with a predominant objective to engage in the business of developing commercial & industrial infrastructure and investment activities. “ - Indiabulls Pharmacare Limited ( Resulting Com pany 1”) (i) The Resulting Company 1 is a public company incorporated under the Companies Act, 2013 on 17th January 2019. The CIN of the Resulting
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| Company 1 is U46909HR2019PLC077935 and its PAN is AAFCI1399L. (ii) The Resulting Company was originally incorpo- rated to engage in pharma and allied business ac- tivities. However, over the period, the Resulting Company 1 has diversified its business activities and transitioned into real estate activity(ies). (iii)Resulting Company 1 is a wholly owned subsidi- ary of Amalgamating Company 2. Yaari Digital Integrated Services Limited (“Amal- gamated Company” /“Resulting Company 2”) (i) Amalgamated Company / Resulting Company 2 is a public limited company incorporated under the Companies Act, 1956 on 24th July 2007. The CIN of the Amalgamated Company / Resulting Com- pany 2 is L51101HR2007PLC077999 and its PAN is AABCI7129N. (ii) Amalgamated Company / Resulting Company 2 is engaged in the business of promoting digital finan- cial and other solutions and have proprietary rights to digital platform ‘Yaari’. |
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|---|---|---|---|
| 5 | Rationale for amalgamation/ merger / demerger |
The management of the respective Participating Com- panies are of the view that the arrangement proposed in this Scheme is, in particular, expected to have the fol- lowing benefits: Amalgamation of identified entities a) Consolidation of Listed Amalgamating Compa- nies, Unlisted Amalgamating Companies and Amalgamating Company 17 with the Amalgamat- ed Company to have enhanced capability for offer- ing diversified products and services in a unified |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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entity. Its pooled resource base and client relationships are likely to result in better business potential and prospects for the consolidated entity and its stakeholders; b) The combined financial strength is expected to further accelerate the scaling up of the operations of the Amalgamated Company. Deployment of resources in a more efficient manner is likely to enable faster expansion of the business operations of the Amalgamated Company; c) The consolidation of funds and resources will lead to optimization of working capital requirement and consequent utilization, stronger financial leverage, improved balance sheet, and consolidation of cross location talent pool; d) Amalgamation of the Listed Amalgamating Companies, Unlisted Amalgamating Companies and Amalgamating Company 17 with the Amalgamated Company, will lead to a simplified and streamlined holding structure, reduction of multitude of entities thus help in easing and rationalizing the compliances; Demerger of Real Estate Undertaking e) At present, the business operations of the Demerged Company can be bifurcated into following segments i.e., primary activity of real estate business, inter-alia comprising of activities in relation to development of identified land parcels / areas (“Real Estate Business Undertaking”) and residuary activities, amongst-others involving undertaking investment activities;
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| f) g) |
Management of Demerged Company believes that the nature of offerings and the risk and return pro- file of the Real Estate Business Undertaking of the Demerged Company, being its mainstay, is differ- ent vis-à-vis the Non-Core Business Undertaking; The Real Estate Business Undertaking represents an independent business division of Demerged Company housing a separate business portfolio, service offerings and functionality. Given the var- ied nature of activities, management of Demerged Company intends to segregate the Real Estate Business Undertaking from the consolidated enti- ty, so as to achieve desired objectives to scale up the operations of investment activities and unlock the growth potential thereof. |
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|---|---|---|---|
| 6 | In case of cash consideration – amount or otherwise share ex- change ratio; |
i) There is no cash consideration involved. ii) Part B of the Scheme of Arrangement Following share exchange ratio has been determined for allotment of the equity shares of the Amalgamated Company having face value of INR 2/- each, to the shareholders of the Amalgamating Company 1 and Amalgamating Company 2 as on Part B Record Date (as per the Scheme), in consideration for the amal- gamation. Share exchange ratio for amalgamation basis Valu- ation Report / Fair equity share entitlement ratio report for Amalgamating Company 1: -Share exchange ratio for fully paid-up equity shares of Amalgamating Company 1 is 294 fully paid-up equity shares of Amalgamated Company for every 100 fully paid-up equity shares of Amal- |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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gamating Company 1. -Share exchange ratio for partly paid-up equity shares (PPS) of Amalgamating Company 1 is 162 fully paid-up equity shares of Amalgamated Company for every 100 partly paid-up equity shares of Amalgamating Company 1 (calculated adjusting the share exchange ratio for fully paid-up equity shares of the Amalgamating Company 1 to the paid-up value received on each PPS). Share exchange ratio for amalgamation basis Valuation Report / Fair equity share entitlement ratio report for Amalgamating Company 2: Share exchange ratio for fully paid-up equity shares of Amalgamating Company 2 is 110 fully paid-up equity shares of Amalgamated Company for every 100 fully paid-up equity shares of Amalgamating Company 2. Part C of the Scheme of Arrangement Post giving effect to Part B of the Scheme, Amalgamating Company 3 to Amalgamating Company 13 shall become direct wholly owned subsidiaries of the Amalgamated Company. Further, Amalgamating Company 14 to Amalgamating Company 16 are wholly owned subsidiaries of the Amalgamated Company. The entire paid-up share capital of the aforementioned companies is held by the Amalgamated Company.
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| Upon Part C of the Scheme becoming operative on the Effective Date, no new shares of the Amalgamated Company will be issued or allotted, as no consideration is required to be discharged. iii) Part D of the Scheme of Arrangement Post giving effect to Part B of the Scheme, Amalgamat- ing Company 17 shall become a wholly owned subsidi- ary of the Amalgamated Company and the entire paid- up share capital of the Amalgamating Company 17 shall be held by the Amalgamated Company. Accordingly, upon Part D of the Scheme becoming op- erative on the Effective Date, no new shares of the Amalgamated Company will be issued or allotted, as no consideration is required to be discharged. iv) Part E of the Scheme of Arrangement Following share exchange ratio has been determined for allotment of the equity shares of the Amalgamated Company / Resulting Company 2 having face value of INR 2/- each to the shareholders of the Demerged Company as on Part E Record Date (as per the Scheme), in consideration for the demerger. Share exchange ratio for fully paid-up equity shares of Demerged Company is 322 fully paid-up equity shares of Amalgamated Company / Result- ing Company 2 for every 1 fully paid-up equity shares of Demerged Company. |
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|---|---|---|
| 7 | Brief details of change in share- holding pattern (if any) of listed entity |
Detail of pre & post Scheme shareholding pattern of all companies involved in the Scheme is enclosed herewith asAnnexure 2. |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| 8 | Whether listing would be sought for the Resulting entity |
No, the Amalgamated Company / Resulting Company 2 is already listed on BSE Limited and National Stock Exchange of India Limited. |
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|---|---|---|---|
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
Annexure 2
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Detail of pre & post Scheme shareholding pattern of all companies involved in the Scheme.
- a) Pre-Scheme Shareholding of Dhani Services Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Promoter & Promoter Group | 20,13,08,166 | 32.89% |
| Public | 38,11,37,706 | 62.26% |
| Non Promoter-Non Public | 2,97,02,038 | 4.85% |
| Total | 61,21,47,910 | 100.00% |
Note : - Amalgamating Company 1 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 1 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 1 is not applicable.
- b) Pre-Scheme Shareholding of Indiabulls Enterprises Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Promoter & Promoter Group | 12,09,28,726 | 60.97% |
| Public | 7,56,53,944 | 38.15% |
| Non Promoter-Non Public | 17,54,327 | 0.88% |
| **Total ** | **19,83,36,997 ** | 100.00% |
Note : - Amalgamating Company 2 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 2 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 2 is not applicable.
- c) Pre-Scheme Shareholding of Savren Medicare Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Healthcare Limited | 50,000 | 100.00% |
| Total | 50,000 | 100.00% |
Note : - Amalgamating Company 3 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 3 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 3 is not applicable.
- d) Pre-Scheme Shareholding of Auxesia Soft Solutions Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 50,000 | 100.00% |
| Total | 50,000 | 100.00% |
Note : - Amalgamating Company 4 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 4 will be dissolved without being
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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wound up. Hence, post scheme shareholding of Amalgamating Company 4 is not applicable.
- e) Pre-Scheme Shareholding of Gyansagar Buildtech Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 1,10,000 | 100.00% |
| Total | 1,10,000 | 100.00% |
Note : - Amalgamating Company 5 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 5 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 5 is not applicable.
- f) Pre-Scheme Shareholding of Pushpanjli Finsolutions Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 60,10,000 | 100.00% |
| **Total ** | 60,10,000 | 100.00% |
Note : - Amalgamating Company 6 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 6 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 6 is not applicable.
- g) Pre-Scheme Shareholding of Devata Tradelink Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 50,000 | 100.00% |
| Total | 50,000 | 100.00% |
Note : - Amalgamating Company 7 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 7 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 7 is not applicable.
- h) Pre-Scheme Shareholding of Evinos Developers Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 50,000 | 100.00% |
| Total | 50,000 | 100.00% |
Note : - Amalgamating Company 8 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 8 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 8 is not applicable.
- i) Pre-Scheme Shareholding of Milky Way Buildcon Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Juventus Estate Limited | 50,000 | 100.00% |
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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Total 50,000 100.00%
Note : - Amalgamating Company 9 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 9 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 9 is not applicable.
- j) Pre-Scheme Shareholding of Indiabulls Consumer Products Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 50,000 | 100.00% |
| Total | 50,000 | 100.00% |
Note : - Amalgamating Company 10 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 10 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 10 is not applicable.
- k) Pre-Scheme Shareholding of Indiabulls Infra Resources Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 30,00,000 | 100.00% |
| Total | 30,00,000 | 100.00% |
Note : - Amalgamating Company 11 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 11 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 11 is not applicable.
- l) Pre-Scheme Shareholding of Jwala Technology Systems Private Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 10,000 | 100.00% |
| **Total ** | 10,000 | 100.00% |
Note : - Amalgamating Company 12 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 12 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 12 is not applicable.
- m) Pre-Scheme Shareholding of Mabon Properties Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 50,000 | 100.00% |
| Total | 50,000 | 100.00% |
Note : - Amalgamating Company 13 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 13 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 13 is not applicable.
- n) Pre-Scheme Shareholding of YDI Consumer India Limited
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
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| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Yaari Digital Integrated Ser- vices Limited |
50,000 | 100.00% |
| Total | 50,000 | 100.00% |
Note : - Amalgamating Company 14 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 14 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 14 is not applicable.
- o) Pre-Scheme Shareholding of Indiabulls General Insurance Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Yaari Digital Integrated Ser- vices Limited |
10,00,99,998 | 100.00% |
| **Total ** | 10,00,99,998 | 100.00% |
Note : - Amalgamating Company 15 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 15 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 15 is not applicable.
- p) Pre-Scheme Shareholding of Life Insurance Company Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Yaari Digital Integrated Ser- vices Limited |
15,00,00,000 | 100.00% |
| Total | 15,00,00,000 | 100.00% |
Note : - Amalgamating Company 16 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 16 will be dissolved without being wound up. Hence, post scheme shareholding of Amalgamating Company 16 is not applicable.
- q) Pre-Scheme Shareholding of Juventus Estate Limited
Details of Equity Share Capital
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 98,039 | 100.00% |
| Total | 98,039 | 100.00% |
Details of Compulsorily Convertible Preference Share Capital
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Dhani Services Limited | 3,55,627 | 100.00% |
| Total | 3,55,627 | 100.00% |
Note : - Amalgamating Company 17 is an amalgamating entity, upon implementation of Scheme of Arrangement, Amalgamating Company 17 will be dissolved without being
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
==> picture [194 x 77] intentionally omitted <==
wound up. Hence, post scheme shareholding of Amalgamating Company 17 is not applicable.
- r) Pre-Scheme Shareholding of India Land Hotels Mumbai Private Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Individuals | 6 | 0.00% |
| Corporate Shareholders | 2,52,999 | 100.00% |
| **Total ** | 2,53,005 | 100.00% |
Note : - There is no change in the shareholding of the Demerged Company post implementation of Scheme of Arrangement, hence post scheme shareholding will remain same.
- s) Pre-Scheme Shareholding of Indiabulls Pharmacare Limited
| Name / Category | Nos. of Shares | % of Holdings |
|---|---|---|
| Indiabulls Enterprises Lim- ited |
50,000 | 100.00% |
| Total | 50,000 | 100.00% |
Note : - The Real Estate Business Undertaking of Demerged Company would be demerged and vested into Resulting Company 1 and the Resulting Company 2 would issue its fully paid up equity equity shares to the shareholders of demerged company as a consideration of Demerger.
Pursuant to Part B of the Scheme, the Resulting Company 1 would become wholly owned subsidiary of the Amalgamated Company / Resulting Company 2, viz. Yaari Digital Integrated Services Limited.
t) Pre & Post Shareholding of Yaari Digital Integrated Services Limited
| Pre-Scheme Shareholding | Pre-Scheme Shareholding | Pre-Scheme Shareholding | Post Scheme Shareholding | Post Scheme Shareholding |
|---|---|---|---|---|
| Name / Category | Nos. of Shares |
% of Hold- ings |
No. of Shares - | % of Holdings |
| Promoter & Pro- moter Group |
2,75,77,640 | 27.46% | 75,24,45,247 | 34.39% |
| Public | 7,11,10,292 | 70.80% | 1,34,46,09,244 | 61.45% |
| Non-Promoter-Non Public |
17,54,327 | 1.74% | 9,10,08,078 | 4.16% |
| Total | 10,04,42,259 | 100.00% | 2,18,80,62,569 | 100.00% |
Note : -Promoter and Promoter Group existing shareholding in Dhani Services Limited (Amalgamating Company 1) is 32.89% and in Indiabulls Enterprises Limited (Amalgamating Company 2) is 60.97%.
Yaari Digital Integrated Services Limited
(formerly Yaarii Digital Integrated Services Limited)
Registered Office: 5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram – 122016, Haryana | Tel/Fax: 0124 4109501 Corporate Office: One International Center (formerly IFC), Tower - 1, 4th Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]