Lodha Developers Limited — M&A Activity 2021

Dec 12, 2021

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December 12, 2021

The Listing Dept., The Listing Dept. BSE Limited National Stock Exchange of India Limited Corporate Relationship Department Exchange Plaza, C-1, Block G Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street Bandra (E), Mumbai – 400 051 Mumbai- 400001

Scrip Code: 543287 Scrip ID:- LODHA

Trading Symbol : LODHA Debt Segment - DB - LDPL23 & DB-LODL23

Dear Sir/Madam,

Sub: Intimation of the outcome of the meeting of the Board of Directors (“the Board”) of Macrotech Developers Limited (“the Company”) held on December 11, 2021 and disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Pursuant to Regulation 30, read with Schedule III, of the SEBI Listing Regulations, we wish to inform you that the Board of the Company at its meeting held on December 11, 2021, has considered and approved the Scheme of Merger by Absorption (‘Scheme’) of its nine wholly owned subsidiaries i.e. Anantnath Constructions and Farms Private Limited, Sitaldas Estate Private Limited, MMR Social Housing Private Limited, Bellissimo Estate Private Limited, Renovar Green Consultants Private Limited, Kora Constructions Private Limited, Luxuria Complex Private Limited, Odeon Theatres and Properties Private Limited, and Palava Industrial and Logistics Park Private Limited(collectively called Transferor Companies) with Macrotech Developers Limited (‘Transferee Company’) and their respective shareholders.

The Scheme is subject to necessary statutory and regulatory approvals including the approvals of Hon’ble National Company Law Tribunal. Since, the Transferor Companies are wholly owned subsidiaries of the Transferee Company, no consideration shall be discharged by the Transferee Company pursuant to the Scheme of merger.

The details as required under Regulation 30 read with Part A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Scheme are provided in the enclosed Annexure.

You are requested to inform your members accordingly.

Thanking you,

Yours faithfully,

For Macrotech Developers Limited

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Sanjyot Rangnekar Company Secretary & Compliance Officer Membership No. F4154

Encl.: A/a

Macrotech Developers Limited : Lodha Excelus , NM Joshi Marg, Mahalaxmi, Mumbai 400 011, India • T + 91 22 6133 4400 Regd. Office : 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400 001, India CIN: L45200MH1995PLC093041

www.lodhagroup.in

Annexure

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Sr.No.	Details of Eventsthat need to beprovided		Information of such events(s)
a)	Nameoftheentity(ies) forming partoftheamalgamation/merger,details in brief suchas, size, turnover etcas on 30/09/2021		Details of the Transferor companiesAnantnath Constructions and Farms Private LimitedPaid-up capital: Rs. 3,664.40 lakhsNet-worth (Standalone): Rs. 2,801.39 lakhsRevenue from Operations (Standalone): NilSitaldas Estate Private LimitedPaid-up capital: Rs. 6.80 lakhsNet-worth: (–)ve Rs. 61.38 lakhsRevenue from Operations: Rs. NilMMR Social Housing Private LimitedPaid-up capital: Rs. 10.00 lakhsNet-worth: (–)ve Rs. 22.52 lakhsRevenue from Operations: Rs. NilBellissimo Estate Private LimitedPaid-up capital: Rs. 1.00 lakhNet-worth: (–)ve Rs. 4.79 lakhsRevenue from Operations : Rs. NilRenovar Green Consultants Private LimitedPaid-up capital: Rs. 1.00 lakhNet-worth: (–)ve Rs. 1.15 lakhsRevenue from Operations: Rs. NilKora Constructions Private LimitedPaid-up capital: Rs. 25.00 lakhsNet-worth: Rs. 24.7 lakhsRevenue from Operations: NilLuxuria Complex Private LimitedPaid-up capital: Rs. 0.10 lakhsNet-worth: (–)ve Rs. 3.25 lakhsRevenue from Operations: Rs. NilOdeon Theatres and Properties Private LimitedPaid-up capital: Rs. 1.14 lakhsNet-worth: (–)ve Rs. 78.39 lakhsRevenue from Operations: Rs. NilPalava Industrial and Logistics Park Private LimitedPaid-up capital: Rs. 1.00 lakhNet-worth (Standalone): (–)ve Rs. 1.20 lakhsRevenue from Operations (Standalone): Rs. NilMacrotech Developers Limited (Transferee Company)Paid-up capital: Rs. 44,732.00 lakhsNet-worth (Standalone): Rs. 6,55,554.00 lakhsRevenue from Operations (Standalone): Rs. 3,47,433.00 lakhs

Macrotech Developers Limited : Lodha Excelus , NM Joshi Marg, Mahalaxmi, Mumbai 400 011, India • T + 91 22 6133 4400 Regd. Office : 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400 001, India CIN: L45200MH1995PLC093041

www.lodhagroup.in

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b)	Whetherthetransaction would fallwithinrelatedpartytransactions? If yes,whether the same isdone at “arms length”;	In terms of General Circular No. 30/ 2014, dated 17/07/2014 issued by the Ministry ofCorporate Affairs, transactions arising out of Compromise, Arrangements andAmalgamations will not fall within the purview of related party transaction in terms ofSection 188 of the Companies Act, 2013.Further, pursuant to Regulation 23(5)(b) of the Listing Regulations, the related partytransaction provisions are not applicable to the proposed Scheme and the Scheme isalsoexemptedfromtheprovisionsofSEBIMasterCircularNo.SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021.The Transferor Companies, being wholly owned subsidiaries of the Company, are proposedto be amalgamated with the Company through Scheme of Arrangement, requirement ofarm’s length criteria is not applicable.
c)	Area of business ofthe entity(ies);	All entities are engaged in the business of real estate development and allied activities
d)	Rationaleforamalgamation/merger;	•Operational synergies resulting in cost optimization;•Rationalization of costs by simplification of management structure leading to betteradministration and cost savings;•Rationalization of the group holding structure by way of reduction in the number ofentities and streamlining the structure of Transferee Company;•Significant reduction in the multiplicity of legal and regulatory compliances Greaterfinancial strength and flexibility for the Transferee Company, which would result inmaximizing overall shareholder value.
e)	Incaseofcashconsideration–amount or otherwiseshare exchange ratio;	The entire share capital of the Transferor Companies is held directly by the TransfereeCompany. Upon the Scheme becoming effective, no shares of the Transferee Companyshall be allotted in lieu or exchange of the holding of the Transferee Company in theTransferor Companies and the issued and paid-up capital of the Transferor Companiesshall stand cancelled on the Effective Date without any further act, instrument, or deed.
f)	Brief details of changeinshareholdingpattern(ifany)oflisted entity.	There will be no change in the shareholding pattern of the Transferee companypursuant to the Scheme as no shares are being issued by the Transferee company inconnection with the Scheme.

Macrotech Developers Limited : Lodha Excelus , NM Joshi Marg, Mahalaxmi, Mumbai 400 011, India • T + 91 22 6133 4400 Regd. Office : 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400 001, India CIN: L45200MH1995PLC093041

www.lodhagroup.in