By Abhay Ray 
Introduction
Equinox India Developments hit an upper limit of 20% at ₹143.70 after the National Company Law Appellate Tribunal (NCLAT) approved the merger with Embassy Group.This long-awaited merger, which has been under consideration for five years, faced several hurdles, including concerns raised by the income tax department. However, the NCLAT ultimately dismissed these concerns and greenlit the deal. Last year, Indiabulls Real Estate rebranded as Equinox India Developments after receiving a substantial investment of ₹3,911 crore from a consortium led by Embassy Group, Blackstone Real Estate Fund, and Baillie Gifford & Co. This capital infusion was facilitated through a preferential allotment of shares.
About the Merger
Equinox India Developments Limited (Equinox India or the Company) (NSE: EMBDL / BSE: 532832), announced the successful completion of merger of NAM Estates (Embassy Group entity) with and into Equinox India. The Companies had announced a decision to merge on August 18, 2020, subject to obtaining the requisite consent and approvals. Hon’ble National Company Law Appellate Tribunal, New Delhi Bench, (“NCLAT”) has approved the merger scheme vide its order dated January 7, 2025. The Boards of both the companies at their respective meetings noted that the merger has been made effective from appointed date, i.e., January 24, 2025, following receipt of all requisite shareholder and regulatory approvals, including filing of certified order copy with the Registrar of Companies. There will be a name change to Embassy Developments Limited for the merged platform.
The merged entity inter-alia brings together strengths of both the entities and will create meaningful value for various stakeholders, including customers, employees, and shareholders, which includes increased scale, balanced mix of commercial & residential, larger balance sheet and ability to drive synergies across revenue opportunities & operating efficiencies. As of the effective date, all 240 employees of NAM Estates have become employees of Equinox India, resulting in a combined workforce of over 700 employees.
“We are immensely excited to complete this transformational merger and step into a new era of growth and opportunity. This merger represents the culmination of nearly 30 years of unwavering commitment to building a world-class real estate enterprise and taking it public. Today marks a significant milestone in the rich legacies of both companies, as we unite to create a flagship development platform spanning residential, office, and future asset classes,” said Jitendra Virwani, Founder & Chairperson of Embassy Group and Promoter of Equinox India, “While the collective heritage and strengths of both organizations are remarkable, the true potential of this merger lies in the creation of a dynamic industry leader. Together, we aim to drive growth, deliver outstanding value to all stakeholders, and generate sustainable, long-term returns for our shareholders.”
“For shareholders, customers and employees, successfully closing this merger is a definitive step towards unlocking higher value by bringing in a promoter whose deal-making and execution skills are unparalleled.” said Sachin Shah, executive director of Equinox India. “With a clear focus, market visibility and synergies, our combined company will be well-equipped to compete successfully as an industry leader. We are happy to be part of one Embassy family. With the merger now complete, our focus is to finalize and integrate the organizational structures into one combined company. We have been planning for some time and shall soon reveal what a combined company would look like.”
Share Conversion
In accordance with the exchange ratio specified in the merger scheme, the Company shall issue and allot 6,619 fully paid-up new equity shares of face value Re. 2/- each, for every 10,000 fully paid-up equity shares of face value Re. 10/- each, held by such shareholders in NAM Estates as on the Record Date i.e., January 24, 2024. Accordingly, Equinox India shall issue and allot 609,105,999 fully paid-up new equity shares to the shareholders of NAM Estates. Further, 63,095,240 existing fully paid-up equity shares held by NAM Estates representing 9.91% paid-up share capital, stands cancelled in entirety. Revised paid-up equity share capital of Equinox India stands at ₹ 236,49,63,392/- divided into 118,24,81,696 equity shares.
Promoters Details
Jitendra Virwani, Founder and Chairperson of Embassy Group, along with several other individuals and entities involved in NAM Estates, has become the new promoter and promoter group for Equinox India, effective January 24, 2025. The newly combined company will operate under the unified corporate brand “Embassy.” The company name will be changed to “Embassy Developments Limited,” pending name availability with the Ministry of Corporate Affairs and fulfillment of other procedural requirements.
Key Operational Salient features of the Merger
- Complementary presence across major markets : Merger allows significant presence into key south Indian market of Bengaluru & Chennai, besides MMR, NCR and other tier-2 cities.
- Balanced mix of commercial & residential assets : Merger provides a pipeline of well-located commercial assets; acts as a natural hedge against cyclicality with stable cashflows.
- One of the leading listed real estate players : Merger creates one of the leading market players in terms of land bank ownership, commercial development potential & net surplus from projects.
Conclusion
Following the completion of the merger, the integration of Equinox India and NAM Estates began, forming one of the leading players in the market in terms of land bank ownership, commercial development potential, and net surplus from projects. The merged entity combines the strengths of both companies and aims to create significant value for various stakeholders, including customers, employees, and shareholders. This includes increased scale, a balanced mix of commercial and residential properties, a larger balance sheet, and the ability to drive synergies across revenue opportunities and operating efficiencies.
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