Embassy Property Developments Private Limited (EPDPL) was incorporated in 1996, it is a promoter led real estate arm of Embassy Group, based out of Bangalore. EPDPL is engaged in the development of commercial, residential, and retail projects, with established business parks spread across Indian and international markets that include Bangalore, Mumbai, Chennai, Pune, Coimbatore, Trivandrum, Serbia and Malaysia. The group from time-to-time partners with several established market players Like, Blackstone, Warburg Pincus, Taurus Investments as well as different financial institutions to execute projects. The current directors of the company are Mr. Jitendra Mohandas Virwani, Mr. Aditya Virwani, Mr. Karan Virwani, Mr. Tanya John, Mr. Gopinath Ambadithody and Mr. Sartaj Sewa Singh.

­Acuité has considered the standalone business and financial risk profiles of EPDPL to arrive at the rating.

For MLD Facility 1, MLD Facility 3 and MLD Facility 4

-The Company shall ensure that the REIT Cover Ratio on and from the Security Amendment Effective Date, is more than 1.20.
- if at any time after the Security Amendment Effective Date, the REIT Cover Ratio equals or falls below a ratio of 1.20, the Company shall by not later than 5 (Five) Business Days after the date on which such event occurs either:

(i)pay a sufficient amount of cash in into the Designated Accounts; and/or

(ii)pledge a sufficient number of additional REIT Units under the REIT Units Pledge Agreement to secure any Existing MLD Facilities Debt to the satisfaction of the Trustee; and/or

(iii)procure the pledge of a sufficient number of units of the Embassy REIT issued to any other entity forming part of the Group, provided that such entity, to the satisfaction of the Trustee:
(A) issues an unconditional and irrevocable guarantee in respect of the Debentures;
(B) enters into a pledge agreement in a form and manner satisfactory to the Trustee;
(C) do all acts, deeds and filings (including execution of any document requested by the Trustee and making disclosures pursuant to the issued by SEBI) that may be required by the Trustee; and
(D) furnishes to the Trustee, a due diligence report in relation to its Financial Indebtedness and Tax with such findings which are acceptable to the Trustee.

(iv)procure the pledge of a sufficient number of units of the Embassy REIT issued to any member of the Blackstone Group, provided that such member of the Blackstone Group furnishes to the Trustee, such documentation and other evidence as is required to conduct all necessary “know your customer”, or other similar procedures under Applicable Law,

(v)or any other security acceptable to the Trustee,
so as to ensure that the REIT Cover Ratio is restored to a ratio equal to or higher than 1.30 and the additional security provided in accordance with the clause hereinabove as at the applicable Relevant Date 1A. The Company shall promptly notify the Trustee of the amount of cash paid and/or the number of additional units of the Embassy REIT pledged under this paragraph. Any cash deposited in the Designated Accounts in accordance with this paragraph shall not be subject to the waterfall set out in the Account Agreement. Provided that the valuation of the additional security as mentioned above shall be determined by the Trustee at the time of creation of such additional security.

-Without prejudice to the obligations of the Company as mentioned in this clause, if at any time the REIT Cover Ratio is equal to or falls below 1.15, the Trustee (acting on the instructions of the Majority Debenture Holders) shall be entitled to declare an Event of Default, and require the Company to redeem all the Debentures within 2 (Two) Business Days of such occurrence and be entitled to exercise all of its rights under Clause 11 of this Deed.

Security Ranking

The security created in respect of the MLD Facilities shall rank as a first pari passu charge among all MLD lenders.

Other Covenants
Refinancing of any existing debt including interest due thereon is allowed. No separate permissions required for any security creation for the same.
Any debt borrowed by any Embassy group entity wherein EPDPL has provided any security (may or may not be backed by CG) shall be considered part of incremental debt covenant
No change in shareholding of EPDPL and JVHPL, except within the Promoter and his family
No change in shareholding of REIT Manager
The Issuer shall provide the Debenture Trustee with compliance certificate, annual audited and half-yearly unaudited financial accounts of EPDPL within a time period agreed upon in the Transaction Documents

The group operates in real estate business, which to a large extent is illiquid and highly cyclical and it usually takes time monetize these assets. Existing debt of the group includes loans which are self-liquidating in nature and backed by assured cashflows obtained for general corporate purpose and acquisition and moderately susceptible to refinancing risk. The group in the past has been able to demonstrate financial flexibility and ability to borrow against the value of its investments in various commercial real estate assets and investments. The company has cash and bank balance of Rs. 7.31 Cr. in FY25. The company has generated significantly high net cash accruals of Rs. 1261.36 Cr. in FY25 as against Rs. 200.78 Cr. in FY24. Acuite believes, the liquidity position of the group will remain adequate considering the steady cash accruals and fund-raising ability of the group.