Lodha Developers Limited — M&A Activity 2022

Jan 25, 2022

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January 25, 2022

The Listing Dept., The Listing Dept., BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex Dalal Street, Mumbai 400 001 Bandra (E), Mumbai 400 051 Scrip code: 543287 Scrip Id:- LODHA Scrip Code: LODHA Debt Segment - DB - LDPL23

Dear Sir/Madam,

Sub: Intimation under Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

With reference to above, we would like to inform that the Board of Directors of the Company at the meeting held today has approved the following:

The Board of Directors of the Company based on the recommendations of the Audit Committee and the Committee of Independent Directors has considered and approved the Scheme of Merger by Absorption of Roselabs Finance Limited (“RFL”), National Standard (India) Limited (“NSIL”) and Sanathnagar Enterprises Limited (“SEL”) (RFL, NSIL and SEL together “Transferor Companies”) with Macrotech Developers Limited (“Transferee Company” or “the Company”’ or “MDL”) and their respective shareholders (“the Scheme”).

It is to note that the Transferor Companies are the listed subsidiaries of the Company.

Valuation Report and Fairness Report:

• 1) Valuation report dated January 25, 2022 issued by Drushti R. Desai, Registered Valuer (Bansi Mehta & Co.) recommending Share Exchange Ratio;

• 2) Fairness opinion dated January 25, 2022 issued by Kotak Mahindra Capital Company Limited, SEBI registered Merchant Banker to the Company, providing its fairness opinion on the Share Exchange Ratio recommended in the valuation report in relation to amalgamation of RFL, NSIL and SEL into MDL.

The Share exchange ratios as recommended by the Registered Valuer and approved by the Board are as follows:

Roselabs Finance Limited

8 fully paid up equity shares of Rs. 10/- each of the Company for every 1,000 fully paid up equity shares of Rs.10/- each held in RFL

National Standard (India) Limited

9 fully paid up equity shares of Rs.10/- each of the Company for every 100 fully paid up equity shares of Rs.10/- each held in NSIL

Sanathnagar Enterprises Limited

8 fully paid up equity shares of Rs.10/- each of the Company for every 1,000 fully paid up equity shares of Rs.10/- each held in SEL

The shareholding of the Company directly/indirectly held in the Transferor Companies shall be cancelled.

The Scheme is subject to receipt of approvals of shareholders of the companies involved and approval of other regulatory authorities as may be required, including those of the National Stock Exchange of India Limited, BSE Limited, Securities and Exchange Board of India and the National Company Law Tribunal ("NCLT").

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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The details as per Regulation 30 of the Listing Regulations read with Circular CIR/CFD/CMD/4/2015 dated September 9, 2015 is annexed herewith as 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

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ANNEXURE

Sr. No.	Details of Events that need to be provided		Information of such events(s)
a)	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc. for the period ended and as at December 31, 2021	The The	details of Transferor Companies: Roselabs Finance Limited (“RFL”) Paid-up capital: Rs. 10 Crore Net-worth: (–)ve Rs. 6.21 crore Revenue from Operations: Nil National Standard (India) Limited (“NSIL) Paid-up capital: Rs. 20 Crore Net-worth: Rs. 225.88 Crore Revenue from Operations: Rs.7.26 Crore Sanathnagar Enterprises Limited (“SEL”) Paid-up capital: Rs. 3.15 Crore Net-worth: (-)ve Rs. 11.54 Crore Revenue from Operations: Nil details of Transferee Company Macrotech Developers Limited (“MDL” or“the Company”) Paid-up capital: Rs. 481.50 crore Net-worth (Standalone): Rs. 11,240.66 crore Revenue from Operations (Standalone): Rs.5,048.78 crore
b)	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”;	In terms of General Circular No. 30/2014, dated 17/07/2014 issued by the Ministry of Corporate Affairs, transactions arising out of Compromise, Arrangements and Amalgamations will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013. Further, the Scheme is approved by the Audit Committee of the respective Transferor Companies pursuant to Regulation 23(2) of the Listing Regulations and is being carried out at arm’s length basis as per the share exchange ratios recommended in valuation report given by Drushti R. Desai, Registered Valuer (Bansi Mehta & Co.).
c)	Area of business of the entity(ies);	Macrotech Developers Limited, National Standard (India) Limited and Sanathnagar Enterprises Limited are engaged in the business of real estate development and allied activities. The main object of Roselabs Finance Limited is development of residential/commercial premises and related activities. Currently, there areno business activity.
d)	Rationale for amalgamation/ merger;	 Streamlining, rationalization and simplification of the group holding structure by way of reduction in the number of entities, resulting in ease of management for the Transferee Company  Reduction in overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination of duplication of activities and related costs.  Reduction in the multiplicity of legal and regulatory compliances at present carried out separately by the Transferor Companies and the Transferee Company and promote organisational efficiencies with the achievement of greater economies of scale

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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Sr. Details of Events that Information of such events(s)
No. need to be provided
 Free up management bandwidth especially of senior management
towards more productive and value generating activities
 As the Transferor Companies neither have any ongoing projects nor
is any further business opportunity envisaged, the proposed scheme
of merger with the Transferee company would be in the best interest
of the Transferor Companies and their shareholders
 Public shareholders of the Transferor Companies will receive shares
in the Transferee Company which is one of the biggest real estate
developer in India
e) In case of cash Upon the Scheme becoming effective, equity shares of the Company
consideration – amount or shall be allotted to the shareholders of the Transferor Companies as
otherwise share exchange follows:
ratio;
Roselabs Finance Limited
8 fully paid up equity shares of Rs. 10/- each of the Company for every
1,000 fully paid up equity shares of Rs.10/- each held in RFL
National Standard (India) Limited
9 fully paid up equity shares of Rs.10/- each of the Company for every
100 fully paid up equity shares of Rs.10/- each held in NSIL
Sanathnagar Enterprises Limited
8 fully paid up equity shares of Rs.10/- each of the Company for every
1,000 fully paid up equity shares of Rs.10/- each held in SEL
The shareholding of the Company directly/indirectly held in RFL, NSIL
and SEL shall be cancelled.
f) Brief details of change in
Category Pre-Scheme Post-Scheme
shareholding pattern (if any)
No. of Eq. % No. of Eq. %
of listed entity.
Shares Shares
Promoter and 39,58,78,000 82.22 39,58,78,000 82.13
Promoter
Group
Public 8,56,28,362 17.78 8,61,24,919 17.87
Total 48,15,06,362 100.00 48,20,02,919 100.00
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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