Agre Developers Ltd: Outcome of Board Meeting

Agre Developers Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 26, 2011, inter alia, has transacted the following:

1. The Board took on record the plans of the company to strengthen its presence in real estate development and expand into infra logistics, wholesale markets in addition to strengthening its presence in retail infrastructure, mall management and project management. The board approved strategic plans for the company to set up logistics parks and whole sale markets with a focus on the top eight cities in the country.

2. With a view to strengthen its asset base and financials of the Company and presence in retail infrastructure and real estate development the Board considered and approved a Scheme of Arrangement with Future Realtors (India) Private Ltd ('FRIPL'), Prudent Vintrade Private Ltd ('Prudent') and AIGL Holdings Pvt Ltd ('AIGL') and their respective shareholders and creditors (Scheme), and further subject to approval of High Court and such other regulatory approvals as may be necessary, to merge FRIPL, Prudent and AIGL with the company.

FRIPL through its subsidiaries and associate companies is engaged in the business of development and leasing of retail real estate properties and development of integrated townships in India. Currently FRIPL has ready leased and under development retail assets of 0.8 mn sq ft and 0.3 inn sq ft leasable area respectively.

Prudent and AIGL through their subsidiaries and associate companies hold 23% of the equity of Riverbank Developers Private Ltd, a special purpose vehicle that is developing an integrated township called Calcutta Riverside at Batanagar in Kolkata. This township is spread over an area of 262 acres and has been promoted by the Hiland and Belani Groups in joint venture along with Kolkata Metropolitan Development Authority.

For arriving at the exchange ratio, the Board has been advised by Enam Securities Pvt Ltd (who had been appointed as transaction advisors & Valuers) and Singhi & Co, Chartered Accountants (who had been appointed as the Valuers). Based on the valuation reports, the Board considered and proposed the exchange ratio under the Scheme and accordingly shareholders of FRIPL, Prudent and AIGL will receive 0.9499, 22.8112 and 804.3096 equity shares of Rs. 10 each respectively in Company for every equity share of Rs. 10 each held in FRIPL, Prudent and AIGL respectively. The scheme of arrangement will be subject to approval from the Hon'ble High Court of Bombay and other regulatory authorities as may be applicable.