Order under regulation 11 of SEBI (SAST) Regulations, 2011 in the matter of Indiabulls Real Estate Ltd.

WTM/SKM/CFD/08/2020-21 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTION 11(1) AND SECTION 11(2)(h) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH REGULATION 11(5) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011. IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN – TARGET COMPANY INDIABULLS REAL ESTATE LIMITED ACQUIRER SAMEER GEHLAUT IBR TRUST

Background 1. Indiabulls Real Estate Ltd. (for convenience “Target Company”) is a company incorporated on April 04, 2006 having its registered office address at M - 62 & 63, First Floor, Connaught Place, New Delhi - 110001 and carries on the business of providing consultancy and advisory services to companies engaged in business of construction and real estate development. 2. The equity shares of the Target Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). 3. An Application dated October 21, 2020 (for convenience “Application”) seeking exemption from the applicability of inter alia regulation 5(1) read with regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (for convenience “Takeover Regulations, 2011”) in the matter of proposed indirect acquisition of shares in the Target Company, was received by SEBI from Mr. Sameer Gehlaut, Mrs. Krishna Gahlawat and Mr. Balwan Singh (Trustees) on behalf of Sameer Gehlaut IBR Trust (for convenience “Acquirer” / "Applicant”). 4. Regulations 4 and 5(1) of the Takeover Regulations, 2011 states as under: Acquisition of control

Order in the matter of Indiabulls Real Estate Limited

Reg. 4: “Irrespective of acquisition or holding of shares or voting rights in a target company, no acquirer shall acquire, directly or indirectly, control over such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.”

Indirect acquisition of shares or control Reg. 5(1): “For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be considered as an indirect acquisition of shares or voting rights in, or control over the target company.”

5. In the aforementioned Application and subsequent submissions, the following has been, inter alia, stated: (a) The shareholding of the Target Company as on the date of Application, is as under: TABLE I – SHAREHOLDING OF THE TARGET COMPANY (SOURCE: BSE WEBSITE & APPLICATION) NAME NO. OF SHARES % SHAREHOLDING A. PROMOTER/ PROMOTER GROUP SAMEER GEHLAUT 12,00,000 0.26 JYESHTA INFRASTRUCTURE PVT LTD 1,34,55,973 2.96 KRITIKKA INFRASTRUCTURE PVT LTD 39,08,584 0.86 POWERSCREEN MEDIA PVT LTD 89,25,188 1.97 SG INFRALANDS PVT LTD 4,36,00,000 9.59 SG DEVBUILD PVT LTD 2,51,00,000 5.52 DAHLIA INFRASTRUCTURE PVT LTD 1,00,00,000 2.20 KARANBHUMI INFRASTRUCTURE PVT LTD 0 0 MERU MINERALS PVT LTD 0 0 GALAX MINERALS PVT LTD 0 0 SAMEER GEHLAUT IBR TRUST 0 0 TOTAL PROMOTER HOLDING 10,61,89,745 23.36 B. PUBLIC SHAREHOLDING 34,49,56,423 75.86 C. NON PROMOTER NON PUBLIC 35,17,708 0.78 TOTAL 45,46,63,876 100.00 (b) As per the Application dated October 21, 2020: i. The Acquirer Trust is a private family trust, having Address: House No. 742, Sector 21, Gurugram, Haryana-122016, PAN: AAZTS7584G and email address as secretarialgurgaon@yahoo.in. The Acquirer Trust has been settled under the provisions of the Indian Trusts Act, 1882 for the benefit of the specified members of ‘Gehlaut Family’. The beneficiaries of the Acquirer Trust are the immediate relatives of the promoter of the Target Company and part of promoter / promoter group. ii. Gehlaut Family comprises of the following members: (a) Mr. Sameer Gehlaut (b) Mrs. Divya Gehlaut (c) Ms. Devika Sameer Gehlaut (d) Mr. Dev Sameer Gehlaut (e) Mrs. Krishna Gahlawat (f) Mr. Balwan Singh (g) Mr. Jagdeep Singh Virk (h) Mrs. Sumita Virk (i) Mr. Narendra Gehlaut (j) Lineal Descendants of Mr. Sameer Gehlaut iii. Mr. Sameer Gehlaut is the promoter of the Target Company. The total promoter and promoter group shareholding in the Target Company is 23.36%. iv. Mr. Sameer Gehlaut proposes to settle / gift, without consideration, 100% shares of Galax Minerals Pvt Ltd to the Applicant Trust. The Applicant Trust will indirectly hold 10,49,89,745 (23.10%) shares of Target Company through Galax Minerals Pvt Ltd. A pictorial diagram depicting the details of Mr. Sameer and his associate companies is provided below:

v. Mr. Sameer Gehlaut holds 100% equity shares of Karanbhumi Estates Pvt Ltd, Meru Minerals Pvt Ltd and Galax Minerals Pvt Ltd. Their Wholly Owned Subsidiary (WOS) companies are promoters of Target Company. Details are as follows:  Kritikka Infrastructure Pvt Ltd (holding 0.86% of Target Company) is WOS of Karanbhumi Estates Pvt Ltd.  Jyestha Infrastructure Pvt Ltd (holding 2.96% of Target Company) and Powerscreen Media Pvt Ltd (holding 1.97% of Target Company ) are WOS of Meru Minerals Pvt Ltd.  SG Infralands Pvt Ltd (holding 9.59% of Target Company), SG Devbuild Pvt Ltd (holding 5.52% of Target Company) and Dahlia Infrastructure Pvt Ltd (holding 2.20% of Target Company) are WOS of Galax Minerals Pvt Ltd. vi. A pictorial representation depicting the proposed shareholding pattern of Target Company post effectiveness of the Scheme has been provided below:

vii. The Acquirer Trust has been registered vide trust deed dated March 16, 2020, supplementary trust deed dated June 15, 2020 and second supplementary trust deed dated July 13, 2020. viii. It was submitted that an application has been filed before National Company Law Tribunal (NCLT), Chandigarh for approval of Scheme of Amalgamation (Scheme 1) of inter alia Dahlia Infrastructure Pvt Ltd, SG Infralands Pvt Ltd, SG Devbuild Pvt Ltd and other promoter companies with Galax Minerals Pvt Ltd on March 29, 2019. ix. Further, an application has been filed before NCLT for approval of Scheme of Amalgamation (Scheme 2) of inter alia Powerscreen Media Pvt Ltd, Jyestha Infrastructure Pvt Ltd, Karanbhumi Estates Pvt Ltd, Kritikka Infrastructure Pvt Ltd and other promoter companies with Meru Minerals Pvt Ltd on April 25, 2019. x. In case the Scheme(s) is / are not approved by NCLT prior to the proposed acquisition, Mr. Sameer Gehlaut will settle/gift, without consideration, 100% shares of Galax Minerals Pvt. Ltd. through its wholly own subsidiaries viz. Dahlia Infrastructure Pvt. Ltd., SG Infralands Pvt. Ltd. And SG Devbuild Pvt. Ltd. in the Applicant Trust. However, the exact indirect shareholding of the Applicant Trust in the Target Company will depend upon the actual number of shares of Target Company held by Galax Minerals Pvt. Ltd. and its wholly owned subsidiaries, on the date of settlement. xi. In order to have a clear division of investments / shares for the purpose of succession planning, shares of Target Company held by subsidiaries of Meru Minerals Pvt Ltd and Karanbhumi Estates Pvt Ltd will be transferred to Galax Minerals Pvt Ltd or its subsidiaries, prior to the proposed acquisition. Post the said transfer, Mr. Sameer Gehlaut proposes to settle / gift, without consideration, 100% of Galax Minerals Pvt Ltd in the Sameer Gehlaut Trust. (c) The Settlor, Trustees and beneficiaries of the aforementioned Acquirer Trusts are as under:

TABLE II: DETAILS OF ACQUIRER TRUST Settlor Trustees Beneficiaries Relationship Mrs. Krishna 1) Mr. Sameer Gehlaut 1) Mrs. Divya The Beneficiaries Gahlawat 2) Mrs. Krishna Gahlawat Gehlaut (Wife and trustees are (Mother of (Mother of Mr. Sameer of Mr. Sameer immediate family Mr. Sameer Gehlaut) Gehlaut) members. In Gehlaut) 3) Mr. Balwan Singh 2) Ms. Devika addition, any (Father of Sameer Sameer member of Gehlaut) Gehlaut Gehlaut family can (Daughter of be added as a Mr. Sameer beneficiary by the Gehlaut) trustees with 3) Mr. Dev unanimous Sameer consent. Gehlaut (Son of Mr. Sameer Gehlaut)

(d) The proposed acquisition involves: i. Indirect acquisition of 10,49,89,745 equity shares (23.10%) of the Target Company by the Acquirer Trust. ii. There would be no alteration to the total equity share capital or voting rights of the Target Company as a result of the proposed indirect acquisition. iii. The shareholding pattern of the Target Company (pre and post proposed acquisition) will be as follows: Shareholders’ Before the proposed After the proposed acquisition category acquisition Name of Number of % of equity Number of % of equity promoters equity shares / shares / total equity shares / shares / total total voting voting capital total voting voting capital rights held held rights held held Promoter and Promoter Group other than Acquirer Sameer Gehlaut 12,00,000 0.26% 12,00,000 0.26% Jyestha 1,34,55,973 2.96% 0 0 Infrastructure Pvt Ltd Kritikka 39,08,584 0.86% 0 0 Infrastructure Pvt Ltd

Powerscreen 89,25,188 1.97% 0 0 Media Pvt Ltd SG Infralands Pvt 4,36,00,000 9.59% 0 0 Ltd SG Devbuild Pvt 2,51,00,000 5.52% 0 0 Ltd Dahlia 1,00,00,000 2.20% 0 0 Infrastructure Pvt Ltd Karanbhumi Pvt 0 0 0 0 Ltd Estates Meru Minerals 0 0 0 0 Pvt Ltd Galax Minerals 0 0 10,49,89,745 23.10% Pvt Ltd IBREL IBL 0 0 0 0 Scheme Trust Sameer Gehlaut 0 0 0 0 IBR Trust Total Promoter 10,61,89,745 23.36% 10,61,89,745 23.36% and Promoter Group Public 34,49,56,423 75.86% 34,49,56,423 75.86% Shareholding Shares underlying 3,92,544 0.09 3,92,544 0.09 DRs Employee Welfare 31,25,164 0.69% 31,25,164 0.69% Trust Total non- 31,25,164 0.69% 31,25,164 0.69% Promoter non- Public GRAND TOTAL 45,46,63,876 100.00% 45,46,63,876 100.00%

Grounds for seeking exemption 6. The Acquirer Trust has sought exemption vide its Application on the following grounds: (a) Pursuant to the proposed acquisition, the Acquirer Trust shall form part of promoter group of the Target Company.

(b) The Acquirer Trust is a family trust and administered by the members of Gehlaut Family. (c) There is no change in control of the Target Company as Mr. Sameer Gehlaut will continue to be the promoter of the Target Company. (d) The proposed acquisition is only an internal reorganization of the shareholding of the Target Company within promoter’s family for the purpose of a private family arrangement for the benefit of immediate relatives of the promoter. (e) The proposed acquisition will not be prejudicial to the interests of the public shareholders of the Target Company. (f) There will be no change in the overall promoter shareholding of the Target Company & Gehlaut Family will continue to be in control. (g) The pre-acquisition and post-acquisition shareholding of promoter and promoter group would remain same at 23.36%. (h) Automatic exemptions available under regulation 10 of Takeover Regulations, 2011 do not apply to the proposed transaction. 7. The Acquirer Trust (vide the Application dated October 21, 2020) have confirmed compliance with the following Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017: (a) The Acquirer Trust is in substance, only a mirror image of the Promoters’ holdings and consequently, there is no change of ownership or control of the shares or voting rights in the Target Company. (b) Only individual promoters or their immediate relatives or lineal descendants are Trustees and beneficiaries in the Acquirer Trust. (c) The beneficial interest of the beneficiaries of the Acquirer Trust have not been and will not in the future, be transferred, assigned or encumbered in any manner including by way of pledge / mortgage. (d) In case of dissolution of the Acquirer Trust, the assets will be distributed only to the beneficiaries of the trusts or to their legal heirs.

(e) The Trustees of the Acquirer Trust will not be entitled to transfer or delegate any of their powers to any person other than one or more of themselves. (f) Any change in the trustees / beneficiaries and any change in ownership or control of shares or voting rights held by Acquirer Trust shall be disclosed within 2 days to the concerned stock exchanges with a copy endorsed to SEBI for its record. (g) As far as the provisions of the SEBI Act and the regulations framed thereunder are concerned, the ownership or control of shares or voting rights will be treated as vesting not only with the Trustees but also indirectly with the beneficiaries. (h) The liabilities and obligations of individual transferors under the SEBI Act and the regulations framed thereunder will not change or get diluted due to transfers to the Acquirer Trust. (i) The Acquirer Trust shall confirm, on an annual basis, that they are in compliance with the exemption order passed by SEBI. The said confirmation shall be furnished to the Target Company which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (j) The Acquirer Trust shall get their compliance status certified from an independent auditor annually and furnish the certificate to the Stock Exchanges for public disclosure with a copy endorsed to SEBI for its records. (k) The proposed acquisition is in accordance with the provisions of the Companies Act, 2013 and other applicable laws. (l) The transferors are disclosed as promoters in the shareholding pattern filed with the Stock Exchanges for a period of at least 3 years prior to transfer (except for holding on account of inheritance). (m) There is no layering in terms of trustees / beneficiaries in case of Acquirer Trust.

(n) The Trust Deed does not contain any limitation of liability of the trustees / beneficiaries in relation to the provisions of the SEBI Act, 1992 and all regulations framed thereunder. Consideration 8. I have considered the Application submitted by the Acquirer Trust and other material available on record. Without reiterating the facts as stated above, the following is noted: (a) The Application submitted is in respect of the proposed indirect acquisition of shares and voting rights in the Target Company i.e. Indiabulls Real Estate Ltd. The proposed Acquisition as detailed above, will attract the provisions of regulation 5(1) read with regulation 4 of the Takeover Regulations, 2011 as per the Application made on behalf of the proposed Acquirer. (b) Pursuant to the proposed acquisition, the Acquirer Trust would hold 23.10% equity shares in Target Company through Galax Minerals Pvt Ltd. (c) The objective of the proposed acquisitions is to achieve efficient succession planning and for holding the controlling interest in the Target Company in one entity rather than spreading the holding amongst different individuals which may not be in the best interest of the Target Company. Efficient succession planning for the next generation is being facilitated through the Acquirer Trust. (d) There will be no change in control of the Target Company pursuant to the proposed acquisition, as stipulated under the SEBI Circular dated December 22, 2017. (e) The pre–acquisition and post–acquisition shareholding of the Promoters in the Target Company will remain the same. (f) There will also be no change in the public shareholding of the Target Company. (g) The Target Company shall continue to be in compliance with the Minimum Public Shareholding requirements under the Securities Contracts Regulation

Rules, 1957 (“SCRR”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (h) The proposed acquirer has also confirmed that it is in compliance with the Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017 (as reproduced at paragraph 7). (i) Considering the aforementioned, I am of the view that exemption as sought for in the Application (read with further submissions) may be granted to the proposed acquirer, subject to certain conditions as ordered herein below. Order 9. I, in exercise of the powers conferred upon me under Section 19 read with Section 11(1) and Section 11(2)(h) of the Securities and Exchange Board of India Act, 1992 and Regulation 11(5) of the Takeover Regulations, 2011 hereby grant exemption to the proposed Acquirer, viz. SAMEER GEHLAUT IBR Trust from complying with the requirements of regulation 5(1) read with regulation 4 of the Takeover Regulations, 2011 with respect to the proposed indirect acquisitions in the Target Company (through Galax Minerals Pvt Ltd), viz. Indiabulls Real Estate Ltd., by way of proposed transactions as mentioned in the Application. 10. The exemption so granted is subject to the following conditions: (a) The proposed acquisition shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws. (b) On completion of the proposed acquisition, the proposed Acquirer shall file a report with SEBI within a period of 21 days from the date of such acquisition, as provided in the Takeover Regulations, 2011. (c) The statements / averments made or facts and figures mentioned in the Application and other submissions by the proposed acquirer are true and correct. (d) The proposed Acquirer shall ensure compliance with the statements, disclosures and undertakings made in the Application. The proposed Acquirer shall also ensure compliance with the provisions of the SEBI Circular dated December 22, 2017.

(e) The proposed Acquirer shall also ensure that the covenants in the Trust Deeds are not contrary to the above conditions and undertaking provided by the transferors. In such case, the Trust Deeds shall be suitably modified and expeditiously reported to SEBI. 11. The exemption granted above is limited to the requirements of making open offer under the Takeover Regulations, 2011 and shall not be construed as exemption from the disclosure requirements under Chapter V of the aforesaid Regulations; compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and Regulations. 12. The Application dated October 21, 2020 and related correspondences, filed by Sameer Gehlaut IBR Trust are accordingly disposed of.

-Sd- Place: Mumbai S. K. MOHANTY Date: March 19, 2021 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA