Horizon Industrial Parks Ltd Directors Report

To,

The Members,

Horizon Industrial Parks Limited (The Company)

(Formerly known as Horizon Industrial Parks Private Limited)

Your Directors have great pleasure in presenting before you the 17th Annual Report of the Company along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31 March 2026.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review with previous year figures is given hereunder:

(Figures in INR Mn)

	Standalone Performance		Consolidated Performance
Particulars	For the year ended	For the year ended	For the year ended	For the year ended
	31 March 2026	31 March 2025	31 March 2026	31 March 2025
Revenue from Operations	1374.62	1,313.55	6913.81	3902.86
Add: Other Income	1666.61	764.50	764.61	490.62
Less: Operating Expenses	90.75	50.29	534.35	305.19
Less: Other Expenses	1265.25	1,022.75	1066.07	697.12
Profit/Loss Before Finance Cost, Depreciation, Amortisation, and Tax(PBITDA/LBITDA)	1685.23	1005.01	6078	3391.17
Less: Finance Cost, Depreciation, and Amortisation	1,027.80	1,096.67	8050.93	4961.83
Profit/(Loss) Before Exceptional Items and Tax	657.43	(91.66)	(1972.93)	(1570.66)
Exceptional Items-Gain/(Loss)	-	-	-	(237.47)
Profit/(Loss) Before Tax	657.43	(91.66)	(1972.93)	(1808.13)
Less: Taxes (Current and Deferred and Income Tax Earlier Years)	-	-	63.56	(20.32)
Profit/ (Loss) for the Year	657.43	(91.66)	(2036.49)	(1787.81)

2. OPERATION AND PERFORMANCE REVIEW AND STATE OF COMPANYS AFFAIRS:

The Company is primarily engaged in the business of development and leasing of industrial warehouses. The Company has developed 1.4 M. Sf. industrial park spread over 52 acres land in Chakan II, Pune, Maharashtra which comprises of 7 units and is fully leased and operational. The Company has also developed 0.8 M. Sf. warehousing park in Bilaspur spread over 24 acres land in Bilaspur, Gurgaon, Haryana which is also fully leased and operational. The Company is in further stages of developing 1.8 M. Sf. industrial and logistics park, spread over 71 acres land in Bilaspur, Gurgaon, Haryana, and out of 1.8 Mn, 0.56 M. Sf. area of construction is completed, for which all requisite construction approvals have been received with development underway and Company intends to complete the construction of entire park in a phased manner over a period of next 24 months.

Based on the Standalone Financial Statements, during the year under review, the Company has recorded operating revenues of INR 1374.62 Mn as compared to INR 1313.55 Mn in the Financial Year 2024-25, Net operating Income or PBITDA is INR 1685.23 Mn in the Financial Year 2025-26, compared to the PBITDA INR 1005.01 Mn in the Financial Year 2024-25, Net Profit after tax for the Financial Year 2025-26 is INR 657.43 Mn against Net Loss of INR 91.66 Mn in the Financial Year 2024-25.

3. DIVIDEND:

Basis the future plans and financial needs of the Company, your Directors do not propose to declare any dividend for the Financial Year ended 31 March 2026. The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the year.

The Company has duly adopted Dividend Distribution Policy on 16 December 2025. The said Policy sets out the guiding principles and parameters for dividend declaration, and is available on the Companys website at .

4. TRANSFER TO RESERVES:

5. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of the business of the Company during the year under review.

6. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013 AND AS PER RULE 8(5XV) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year under review, the Company has not accepted any deposits from the public and consequently, there are no outstanding deposits in terms of Section 73 of the Companies Act ( the Act ) read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22 January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is annually files with the Registrar of Companies requisite return in e-form DPT-3 for outstanding receipts of money/loan by the Company, which are not considered as deposits under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.

The Company has complied with this requirement within the prescribed timelines.

7. UPDATE ON SCHEME OF AMALGAMATION:

A. Scheme of Amalgamation entered into among BRE Asia Urban Holdings Ltd, the Company and their respective shareholders (Scheme of Amalgamation - I)

The Company ( Transferee Company ) entered into Scheme of Amalgamation - I, with BRE Asia Urban Holdings Ltd and their respective shareholders for the merger of the business and undertaking of BRE Asia Urban Holdings Ltd ( Transferor Company ) comprising of the Transferor Companys stake in Patencheru Industrial Park Private Limited, Malur Logistics and Industrial Parks Private Limited, Venkatapura Logistics and Industrial Parks Private Limited, Kalina Warehousing Private Limited and FRK II Industrial Park Private Limited.

The Scheme of Amalgamation - I was approved by the National Company Law Tribunal, Mumbai through an order dated 11 December 2024. Subsequently, the Registrar of Companies, Corporate and Business Registration Department, Port Louis, through a letter dated 5 May 2025 ( Mauritius Order - I ) has taken note of Scheme of Amalgamation - I and removed BRE Asia Urban Holdings Ltd. from the relevant register of Companies as required under the Mauritius companies Act, 2001. The appointed date of the Scheme of Amalgamation - I is 1st April, 2024.

The effectiveness of the Scheme of Arrangement - I was contingent upon obtaining the necessary regulatory approvals under the applicable laws in both Mauritius and in India. In view of the Mauritius Order - I, the Scheme of Amalgamation - I became effective from 5 May 2025, with the appointed date being 1 April 2024.

In consideration for the transfer of the business and undertaking of the Transferor Company, the Company has issued and allotted its Equity Shares to shareholder of Transferor Company i.e. BREP Asia II Indian Holding Co VI (NQ) Pte. Ltd.

Pursuant to the Scheme of Amalgamation - I, the Company has acquired 100% of the share capital of Patencheru Industrial Park Private Limited, Malur Logistics and Industrial Parks Private Limited, Venkatapura Logistics and Industrial Parks Private Limited, Kalina Warehousing Private Limited and FRK II Industrial Park Private Limited.

B. Scheme of Amalgamation entered into among BRE Asia III India Holdings Limited, the Company and their respective shareholders (Scheme of Amalgamation - II)

The Company ( Transferee Company ) entered into Scheme of Amalgamation - II with BRE Asia III India Holdings Limited and their respective shareholders for the merger of the business and undertaking of BRE Asia III India Holdings Limited ( Transferor Company ) comprising of the Transferor Companys stake in Redhills Industrial Park Private Limited, Lakshmipathi Realtors Private Limited,

SFW Pukkathurai Realtors Private Limited, Alotrion Warehousing Private Limited, Alotronix Warehousing Private Limited, Alotronix Warehousing One Private Limited, Alotronix Warehousing Two Private Limited, Alotronix Warehousing Four Private Limited, Alotronix Warehousing Five Private Limited, Alotronix Warehousing Six Private Limited, Alotronix Warehousing Seven Private Limited, Alotronix Warehousing Eight Private Limited, Alotronix Warehousing Nine Private Limited, Alotronix Warehousing Ten Private Limited, Alotronix Warehousing Twelve Private Limited, Alotronix Warehousing Thirteen Private Limited, ILV Distripark Private Limited, ILV Distripark (Mappedu) Private Limited, LI Industrial Parks Private Limited, ILV Distripark (MWC) Private Limited, Bhiwandi Industrial and Logistics Parks Private Limited, Banamakanahalli Industrial and Logistics Private Limited.

The Scheme of Amalgamation - II was approved by the National Company Law Tribunal, Mumbai through an order dated 9 June 2025. Subsequently, the Registrar of Companies, Corporate and Business Registration Department, Port Louis, through a letter dated 28 July 2025 ( Mauritius Order - II ), has taken note of Scheme of Amalgamation - II and removed BRE Asia III India Holdings Limited from the relevant register of companies as required under the Mauritius Companies Act, 2001. The appointed date of the Scheme of Amalgamation - II is 1 April 2024.

The effectiveness of the Scheme of Amalgamation - II was contingent upon obtaining the necessary regulatory approvals under the applicable laws in both Mauritius and India. In view of the Mauritius Order - II, the Scheme of Amalgamation - II became effective from 28 July 2025.

In consideration for the transfer of the business and undertaking of the Transferor Company, the Company has issued and allotted its Equity Shares to the shareholder of the Transferor Company i.e. BREP Asia III India Holding Co III Pte. Ltd.

Pursuant to the Scheme of Amalgamation - II, the Company has acquired directly or indirectly:

- 100% of the share capital of Redhills Industrial Park Private Limited, Lakshmipathi Realtors Private Limited, SFW Pukkathurai Realtors Private Limited, Alotrion Warehousing Private Limited, Alotronix Warehousing Private Limited, Alotronix Warehousing One Private Limited, Alotronix Warehousing Two Private Limited, Alotronix Warehousing Four Private Limited, Alotronix Warehousing Five Private Limited, Alotronix Warehousing Six Private Limited, Alotronix Warehousing Seven Private Limited, Alotronix Warehousing Eight Private Limited, Alotronix Warehousing Nine Private Limited, Alotronix Warehousing Ten Private Limited, Alotronix Warehousing Twelve Private Limited, Alotronix Warehousing Thirteen Private Limited, ILV Distripark Private Limited, ILV Distripark (Mappedu) Private Limited, LI Industrial Parks Private Limited, ILV Distripark (MWC) Private Limited; and

- 80% of the share capital of Bhiwandi Industrial and Logistics Parks Private Limited, Banamakanahalli Industrial and Logistics Private Limited.

8. CONVERSION OF PRIVATE LIMITED COMPANY TO PUBLIC LIMITED COMPANY:

During the period under review, the Board of Directors, at its meeting held on 25 June 2025, and the shareholders of the Company, at the Extraordinary General Meeting held on 30 June 2025, approved the conversion of the Company from a private limited company to a public limited company. Pursuant to the said approval and upon receipt of the requisite approval from the Registrar of Companies, the Company was converted into a public limited company and its name was changed from:

Horizon Industrial Parks Private Limited to Horizon Industrial Parks Limited.

Consequently, the Corporate Identification Number ( CIN ) of the Company was changed from U60231MH2009PTC222156 to U60231MH2009PLC222156, and a fresh Certificate of Incorporation consequent upon conversion and change of name was issued by the Registrar of Companies, Ministry of Corporate Affairs on 28 July 2025. Further, pursuant to the conversion, Clause I (Name Clause) of the Memorandum of Association was altered to reflect the new name Horizon Industrial Parks Limited, and the Company simultaneously adopted a new set of Articles of Association suitable for a public limited company in accordance with the applicable provisions of the Companies Act, 2013 and other relevant laws.

9. UPDATE ON INITIAL PUBLIC OFFERING OF EQUITY SHARES:

During the year under review, the Board of Directors approved various matters relating to the proposed Initial Public Offering ( IPO ) of the Companys equity shares which are as follows:

On 1 April 2025, the Board authorised evaluation of capital raising options including an IPO.

On 11 December 2025, the Board approved an IPO size of up to 5,000 crore and enabling provisions for a Pre-IPO Placement of up to 1,000 crore.

Subsequently, on 28 December 2025, the Board finalised the IPO size at 26,000 Mn by way of fresh issue of equity shares of face value of 10 each,

Further, the Company has filed its Draft Red Herring Prospectus ( DRHP ) dated 29 December 2025 with SEBI, Bombay Stock Exchange ( BSE ) and National Stock Exchange ( NSE ). Following the DRHP submission, the Company received an in principle approvals from both BSE and NSE, the Stock Exchanges, on 24 February 2026 for listing of its equity shares, subject to SEBI approval.

Further, the Draft Red Herring Prospectus (DRHP) filed by the Company was approved on 5 May 2026.

After the closure of the period under review, the Company was in the process of filing the Updated Draft Red Herring Prospectus ( UDRHP ) to be followed by the Red Herring Prospectus (RHP), in accordance with the SEBI ICDR Regulations and other applicable laws.

10. SHARE CAPITAL

During the year under review, there was increase in the paid-up share capital on account of the allotments of equity shares made by the Company, which are detailed as follows:

Sr. No.	Date of Allotment	Particulars	No. of Equity Shares (shares) Allotted
1.	04-06-2025	Allotment is pursuant to the merger of the Company with BRE Asia Urban Holdings Ltd.	36,95,29,929
2.	15-07-2025	Right Issue	6,16,00,000
3.	30-07-2025	Right Issue	20,48,80,000
4.	07-08-2025	Allotment is pursuant to the merger of the Company with BRE Asia III India Holdings Limited	74,68,64,563
5.	15-10-2025	Right Issue	12,02,00,000
6.	05-12-2025	Allotment is pursuant to the Conversion of 29,98,00,000 Optionally Convertible Debentures into Equity Shares of the Company	5,01,25,397
7.	11-12-2025	Right Issue	8,47,85,153
8.	26-12-2025	Preferential basis through Private Placement	27,58,73,599

Accordingly, the paid-up share capital of the Company as on 31 March 2026, was INR 24,49,52,64,600/- (Rupees Two Thousand Four Hundred Forty-Nine Crores Fifty-Two Lakh Sixty-Four Thousand Six Hundred Only), as compared to paid-up share capital of the Company as at 31 March 2025, which was INR 535,66,78,190/- (Rupees Five Hundred Thirty-Five Crores Sixty-Six Lakhs Seventy-Eight Thousand One Hundred Ninety only).

On 6 May 2025, the authorised share capital of the Company was increased from INR 600,00,00,000 (Rupees Six Hundred Crores) to INR

50,00,00,00,000 (Rupees Five Thousand Crores) as an integral part of Scheme of Amalgamation between BRE Asia Urban Holdings Ltd (Transferor Company) and Horizon Industrial Parks Limited (Formerly known as Horizon Industrial Parks Private Limited) (Transferee Company or Company) and their respective shareholders (Scheme) approved by the Honble National Company Law Tribunal, Mumbai Bench (Honble NCLT) vide its order dated 11 December 2024.

Further, there has been no change in the Share Capital of the Company on account of Buy-Back of Securities or issuance of Sweat Equity Shares or Bonus Shares. Also, the Company has not provided any Stock Option Scheme to its employees.

11. DEBENTURES:

As at 31 March 2025, the Companys total debentures comprised of 29,98,00,000 (Twenty-Nine Crores Ninety-Eight Lakhs) Optionally Convertible Debentures ( OCDs ).

During the period under review, the Company did not issue any Debentures.

However, on 5 December 2025, the Company had converted 29,98,00,000 (Twenty-Nine Crores Ninety-Eight Lakhs) Optionally Convertible Debentures ( OCDs ) of the Company of face value of Rupee 10/- each into 5,01,25,397 (Five Crores One Lakh Twenty-Five Thousand Three Hundred Ninety-Seven) equity shares of face value of Rupee 10/- each at fair value of Rupee 59.81/- per share.

Accordingly, as on 31 March 2026, the Company had no outstanding debentures.

12. EMPLOYEE STOCK OPTION PLAN:

The Company has formulated the Horizon Industrial Parks Limited Employee Stock Option Plan 2025 ( HIPL ESOP 2025 ), which was approved by the Board of Directors on 11 December 2025 and by the shareholders through a special resolution on 16 December 2025, in accordance with the provisions of the Companies Act, 2013, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other applicable laws.

The objectives of the Plan are to incentivize, induce, reward, motivate employees to contribute effectively towards the future growth and profitability of the Company and retain employees, align their interests with long-term value creation and foster a sense of ownership in the Company. Under the Plan, a maximum of 3,00,00,000 (Three Crores) options may be granted, subject to any adjustment as may be required due to any Corporate Action ( ESOP Ceiling ).

During the period under review, no options were granted under the Horizon Industrial Parks Limited Employee Stock Option Plan 2025. Accordingly, the disclosure requirements under sub-rule (9) of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, read with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are not applicable to the Company for the Financial Year 2025-26.

13. POLICIES OF THE COMPANY:

A) Risk Management Policy:

The Board of Directors, at its meeting held on 16 December 2025, constituted the Risk Management Committee and simultaneously approved the Companys Risk Management Policy, in compliance with Regulation 17(9) and Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the applicable provisions of the Companies Act, 2013.

The Policy provides a structured framework for identification, assessment, mitigation and monitoring of risks across financial, operational, sectoral, sustainability (including ESG related), information and cyber security domains, and ensures business continuity planning. The said Policy is available on the Companys website at .

Further, the Risk Management Committee has been entrusted with the responsibility to assist the Board in overseeing the enterprise-wide risk management framework of the Company.

B) Prevention of Sexual Harassment Policy (Posh Policy):

Pursuant to Ministry of Corporate Affairs (MCA) notification dated 30 May 2025, amending the Companies (Accounts) Rules, 2014, and as per Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every organisation with 10 or more employees is required to constitute an Internal Complaints Committee for prevention of sexual harassment at workplace and to include in their Annual Report the number of cases filed and disposed under the Act.

During the year under review, in compliance with the above requirements, the Board of Directors, at its meeting held on 25 July 2025, reconstituted the Internal Complaints Committee. Further, at its meeting held on 16 December 2025, the Board adopted an amended Anti-Sexual Harassment Policy, in line with the provisions of the POSH Act.

The Composition of Internal Complaints Committee consist of the following:

Sr. No.	Name of the Committee Members	Role	Email ID
1.	Ms. Pooja Malik	Presiding Officer	pooja.malik@hiparks.com
2.	Mr. R K Narayan	Committee Member	rk.narayan@hiparks.com
3.	Mr. Mahendra Waghule	Committee Member	mahendra.waghule@hiparks.com
4.	Ms. Taruna Mahajan	Committee Member	taruna.mahajan@hiparks.com
5.	Ms. Shruti Vidyasagar	External Member	shruti.vidyasagar@gmail.com

During the Financial Year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows:

a.	Number of complaints of Sexual Harassment received in the year	0
b.	Number of complaints disposed off during the year	0
c.	Number of cases pending for more than ninety days	0

The said Policy is available on the Companys website at .

C) Policy on Corporate Social Responsibility:

During the period under review, the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company, as it did not meet the thresholds prescribed under Section 135(1) read with Section 135(3). As a measure of good governance, the Company voluntarily in compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable laws, at its Board meeting held on 16 December 2025, constituted the Corporate Social Responsibility Committee and adopted the revised CSR Policy of the Company.

Further, the Company undertakes voluntary CSR expenditure in accordance with the same. During the year, the Company has voluntarily spent INR 1.57 Crore for CSR activities.

Subsequent to the closure of the period under review, the Company meets the CSR applicability thresholds, however, considering the average loss for the last three financial years as computed for FY 2026-27, there would be no statutory obligation to provide funds for CSR activities. The eligibility criteria triggered are as follows:

Particulars	Criteria	FY 2025-26 (in Crs)
Net Worth	>=500 Crores	7176.3
Turnover	>=1000 Crores	137.4
PAT	>=5 Crores	66.0

Accordingly, while the Company falls within the CSR applicability thresholds, owing to the average loss computation, there will be no statutory obligation for the Company to make CSR expenditure in FY 2026-27.

The said Policy is available on the Companys website at .

D) Whistle Blower Policy:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4(2)(d)(iv) and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Company has in place a Whistle Blower Policy and Whistle Blower Operating Guidelines to establish a vigil mechanism for directors, employees and other stakeholders.

During the period under review, the Board of Directors, at its meeting held on 16 December 2025, approved the revised Whistle Blower Policy and Whistle Blower Operating Guidelines, thereby strengthening the framework for responsible and secure whistle blowing.

It protects employees and third parties wishing to raise a concern about serious irregularities that could have grave impact on the operations and performance of the business of the Company.

The Policy has been formulated with a view to providing a mechanism for employees of the Company to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any Financial Statements and reports, etc.

The said Policy is available on the Companys website at .

E) Anti-Corruption Policy:

The Company has an anti-corruption compliance policy in place to ensure that business of the Company is conducted with highest legal and ethical standards and that all employees and other persons acting on behalf of the Company uphold this commitment.

F) Policies under Section 178 of the Companies Act, 2013:

During the period under review, the Board of Directors, at its meeting held on 16 December 2025, approved the following policies of the Company in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations):

1. Nomination and Remuneration Policy: Formulated pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, setting out the framework for remuneration of Members of the Board, Key Managerial Personnel, Senior Management and other employees of the Company.

2. Policy to Promote Diversity within the Board of Directors: Formulated pursuant to Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, to ensure an optimum combination of Executive, Non-Executive and Independent Directors and to enhance governance standards through diversity.

3. Policy on Succession Planning for the Board and Senior Management: Formulated pursuant to Regulation 17(4) of the SEBI Listing Regulations, to ensure effective succession planning and leadership continuity within the Company.

Subsequently, the Nomination and Remuneration Committee (NRC), at its meeting held on 7 April 2026, in compliance with Section 178(3) of the Companies Act, 2013 read with Regulation 19(4) and Part D of Schedule II of the SEBI Listing Regulations, formulated and approved the criteria for determining qualifications, positive attributes and independence of a Director, setting out parameters relating to qualifications, experience, expertise, integrity, independence and other positive attributes required for appointment of Directors (including Independent Directors) on the Board of the Company.

The abovementioned Policies are available on the Companys website at .

14. INVESTMENT IN OTHER ENTITIES DURING THE Financial Year:

a. Investment in Mutual Fund/Fixed Deposit:

During the period under review, the Board of Directors of the Company at its Meeting held on 23 May 2025, approved investment in mutual funds or fixed deposits or any other corporate body or entity, including redemption, up to an amount of INR 2000,00,00,000 (Indian Rupees Two Thousand Crores Only) and thereafter as its Meeting held on 16 December 2025 increased the limit of investments up to an amount of INR 5000,00,00,000 (Indian Rupees Five Thousand Crores Only).

b. Investment in Goodluck Buildtech Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 18 July 2025, approved Investment in 18,290 (Eighteen Thousand Two Hundred and Ninety) Optionally Convertible Debentures having face value of INR 1,00,000 (Indian Rupees One Lakh) each of Goodluck Buildtech Private Limited ( Goodluck ) through their acquisition from BREP Asia II EIP Holding (NQ) Pte. Ltd.

Subsequently, the Board of Directors at its Board Meeting held on 22 September 2025, approved the exercise of the conversion right as per the terms of OCDs.

Pursuant to conversion of OCDs, Goodluck allotted 18,29,00,000 (Eighteen Crore Twenty-Nine Lakh) equity shares of face value of INR 10/- each to the Company on 26 September 2025.

Further, the Board of Directors at its Board Meeting held on 30 September 2025, approved the investment in 50,000 (Fifty thousand) equity shares having face value of INR 10/- (Rupee Ten) each of Goodluck through their acquisition from BREP Asia II EIP Holding (NQ) Pte. Ltd.

In view of the above, the Company holds total of 18,29,50,000 equity shares of face value of INR 10/- (Indian Rupee Ten) each aggregating to INR. 1,82,95,00,000 of paid-up share capital of Goodluck.

Accordingly, as on 31 March 2026, the Company holds 100% equity of Goodluck Buildtech Private Limited.

c. Investment in Jindpur Industrial Park Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 18 July 2025, approved investment in 8,700 (Eight Thousand and Seven Hundred) Optionally Convertible Debentures ( OCDs ) having face value of INR. 100,000 (Indian Rupees One Lakh) each of Jindpur Industrial Park Private Limited ( Jindpur ) through acquisition from BREP Asia II EIP Holding (NQ) Pte. Ltd.

Subsequently, the Board of Directors at its Board Meeting held on 22 September 2025, approved the exercise of the conversion right as per the terms of OCDs.

Pursuant to conversion of OCDs, Jindpur allotted 8,70,00,000 (Eight Crore Seventy Lakh) equity shares of face value od INR 10/- each to the Company.

Further, the Board of Directors at its Board Meeting held on 30 September 2025, approved the investment in 50,000 equity shares of Jindpur through their acquisition from BREP Asia II EIP Holding (NQ) Pte. Ltd.

In view of the above, the Company holds a total of 8,70,50,000 equity shares of face value of INR 10/- (Indian Rupees Ten) each aggregating to INR. 87,05,00,000 of paid-up share capital of Jindpur.

Accordingly, as on 31 March 2026, the Company holds 100% equity of Jindpur Industrial Park Private Limited.

d. Investment in Juturna Developers Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 25th July, 2025, approved Investment in 3,98,69,107 (Three Crore Ninety-Eight Lakhs Sixty-Nine Thousand One Hundred and Seven) equity shares of Juturna Developers Private Limited through their acquisition from BREP Asia II Indian Holding Co I (NQ) Pte. Ltd.

In view of the above, the Company holds a total of 3,98,69,107 equity shares of face value INR 10/- (Indian Rupee Ten) each aggregating to INR. 39,86,91,070 of paid-up share capital of Juturna.

Accordingly, as on 31 March 2026, the Company holds 80% equity shareholding in Juturna Developers Private Limited.

e. Investment in Talegaon Industrial Parks Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 25 July 2025, approved investment in 35,60,86,352 (Thirty-Five Crore Sixty Lakhs Eighty-Six Thousand Three Hundred and Fifty-Two) equity shares of Talegaon Industrial Parks Private Limited ( Talegaon ) through their acquisition from BREP Asia II Indian Holding Co I (NQ) Pte. Ltd.

In view of the above, the Company holds total of 35,60,86,352 equity shares of face value of INR 10/- (Indian Rupee Ten) each aggregating to INR. 3,56,08,63,520 of paid-up equity share capital of the Company.

Accordingly, as on 31 March 2026, the Company holds 80% equity of Talegaon Industrial Parks Private Limited.

f. Investment in Volumnus Developers Private Limited:

During the year under review, the Board of Directors of the Company, at its meeting held on 25 July 2025, approved investment in 6,51,60,000 (Six Crore Fifty One Lakhs and Sixty Thousand) Class A Optionally Convertible Redeemable Preference Shares, 86,88,604 (Eighty Six Lakhs Eighty Eight Thousand Six Hundred and Four) Class B Optionally Convertible Redeemable Preference Shares and 1,79,51,007 (One Crore Seventy Nine Lakhs Fifty One Thousand and Seven) Class C Optionally Convertible Redeemable Preference Shares, of Volumnus Developers Private Limited ( Volumnus ) through their acquisition from BREP Asia II Indian Holding Co I (NQ) Pte. Ltd.

Further, at its meeting held on 19 August 2025, the Board approved an additional investment in Volumnus through subscription to

10,86,00,000 (Ten Crores Eighty-Six Lakhs) Class A Optionally Convertible Redeemable Preference Shares, having a face value of 10 each.

Accordingly, the Companys aggregate investment in the Optionally Convertible Redeemable Preference Shares of Volumnus as at 31 March 2026 comprised:

• 17,37,60,000 Class A OCRPS;

• 86,88,604 Class B OCRPS; and

• 1,79,51,007 Class C OCRPS.

g. Investment in Onirique Builders and Developers Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 19 August 2025, approved investment by way of subscription to 10,398 (Ten Thousand Three Hundred and Ninety-Eight) Class A equity shares of face value of INR 10/- (Indian Rupees Ten) and acquisition of 10 (Ten) Ordinary Equity Shares of face value of INR 10/- each from Sattva Real Estate Private Limited and Mindcomp Properties Private Limited of Onirique Builders and Developers Private Limited ( Onirique ).

Further, the Board of Directors of the Company at its Board Meeting held on 5 December 2025, approved acquisition of 5,995 (Five thousand nine hundred ninety-five) Class A equity shares of face value of INR 10/- (Indian Rupees Ten) of Onirique, from Mindcomp Properties Private Limited and 3,995 (Three thousand nine hundred ninety-five) Class A equity shares of face value of INR 10/- (Indian Rupees Ten) of Onirique from Sattva Real Estate Private Limited upon completion of certain conditions precedent.

Accordingly, as on 31 March 2026, the Company held 51% stake in Class A equity shares and 100% stake in ordinary equity shares of Onirique.

h. Investment in Farukhnagar Logistics Parks LLP

During the year under review, the Board of Directors of the Company, at its meeting held on 19th August 2025, approved an additional Investment of 5% stake in Farukhnagar Logistics Parks LLP (Farukhnagar) by acquiring the stake from Shail Agro Industries Private Limited at an amount of 220.00 Mn.

As of 31st March 2026, the Company held 100 % stake in Farukhnagar.

i. Investment in Embassy Industrial Park Hosur Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 10 October 2025, approved acquisition of 23,50,00,000 (Twenty-Three Crore Fifty Lakhs) Optionally Convertible Debentures (OCDs) having face value of INR 10/- each of Embassy Industrial Park Hosur Private Limited from BREP Asia II EIP Holding (NQ) Pte. Ltd. The Company invested an amount of 2,350.00 Mn in Embassy Industrial Park Hosur Private Limited.

Accordingly, as on 31 March 2026, the Company holds 100% OCDs of Embassy Industrial Park Hosur Private Limited.

j. Investment in Panvel Logistics and Warehousing Solutions Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 10 October 2025, approved the investment in 18,60,00,000 (Eighteen Crores Sixty Lakhs) Optionally Convertible Debentures ( OCDs ) having a face value of INR 10/- each of Panvel Logistics and Warehousing Solutions Private Limited through their acquisition from BREP Asia II EIP Holding (NQ) Pte. Ltd.

Accordingly, as on 31 March 2026, the Company holds 100% OCDs of Panvel Logistics and Warehousing Solutions Private Limited.

k. Investment in KCP-2 Industrial and Logistics Parks Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 5 December 2025, approved investment by way of subscription to 1,55,01,393 (One Crore Fifty-Five Lakh One Thousand Three Hundred and Ninety-Three) equity shares of KCP-2 Industrial and Logistics Parks Private Limited ( KCP-2 ) having face value of INR 10/- (Rupee Ten) each.

Accordingly, as on 31 March 2026, the Company holds 80% of equity of KCP-2 Industrial and Logistics Parks Private Limited.

l. Investment in Equity Shares of KCP-3 Industrial and Logistics Parks Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 5 December 2025, approved investment by way of subscription to 94,62,520 (Ninety Four Lakhs Sixty-Two Thousand Five Hundred Twenty) equity shares of KCP-3 Industrial and Logistics Parks Private Limited ( KCP-3 ) having face value of INR 10/- (Rupee Ten) each.

Accordingly, as on 31 March 2026, the Company holds 80% of equity of KCP-3 Industrial and Logistics Parks Private Limited.

m. Investment in Equity Shares of Sriperumbudur Industrial and Logistics Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 5 December 2025, approved investment by way of subscription to 8,53,049 (Eight Lakh Fifty-Three Thousand Forty-Nine) equity shares of Sriperumbudur Industrial and Logistics Private Limited ( SILPL ) having face value of INR 10/- (Rupee Ten) each.

Accordingly, as on 31 March 2026, the Company holds 80% of equity of Sriperumbudur Industrial and Logistics Private Limited.

n. Investment in XSIO Industrial Parks Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 5 December 2025, approved investment by way of subscription to 18,571 (Eighteen Thousand Five Hundred and Seventy One) equity shares of face value of INR 10/- (Indian Rupees Ten each); and 46,48,703 (Forty-Six Lakhs Forty-Eight Thousand Seven Hundred and Three) Optionally Convertible Debentures ( OCDs ) of face value of INR 10/- (Indian Rupees Ten each) of XSIO Industrial Parks Private Limited ( XIPPL ).

Accordingly, as on 31 March 2026, the Company holds 65% of equity and OCDs of XIPPL.

0. Investment in Pluto Valencia Business Parks Private Limited:

During the year under review, the Board of Directors of the Company at its Board Meeting held on 18 July 2025, approved investment in 10,000 (ten Thousand) equity shares of Pluto Valencia Business Parks Private Limited ( PVBPPL ) through their acquisition from BREP Asia II EIP Holding (NQ) Pte. Ltd.

In view of the above, the Company holds 10,000 equity shares of face value of INR 10/- (Indian Rupees Ten) each aggregating to INR

1,00,000 of paid-up Share Capital of PVBPPL.

Accordingly, as on 31 March 2026 the Company holds 100% equity of PVBPPL and became a Wholly-owned Subsidiary of the Company.

15. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Holding Company:

As on 31 March 2025, BREP Asia II EIP Holding (NQ) Pte Ltd was the Holding Company of the Company, holding 100% shareholding of the Company.

However, during the period under review, the shareholding structure of the Company changed pursuant to allotments made by the Company under approved schemes of merger, rights issues, conversion of OCDs and preferential basis through Private Placement, resulting in diversification of control.

Pursuant to the aforesaid allotments, the Companys equity capital now stands diversified and no single entity qualifies as the Holding Company of the Company as at 31 March 2026.

Subsidiary Companies:

As on 31 March 2026, the Company has following subsidiaries, namely:

Direct Subsidiaries

1. Alotrion Warehousing Private Limited

2. Alotronix Warehousing Eight Private Limited

3. Alotronix Warehousing Five Private Limited

4. Alotronix Warehousing Four Private Limited

5. Alotronix Warehousing Nine Private Limited

6. Alotronix Warehousing One Private Limited

7. Alotronix Warehousing Private Limited

8. Alotronix Warehousing Seven Private Limited

9. Alotronix Warehousing Six Private Limited

10. Alotronix Warehousing Ten Private Limited

11. Alotronix Warehousing Thirteen Private Limited

12. Alotronix Warehousing Twelve Private Limited

13. Alotronix Warehousing Two Private Limited

14. Bagur Logistics Park Private Limited

15. Banamakanahalli Industrial and Logistics Private Limited

16. Bhiwandi Industrial and Logistics Parks Private Limited

17. Embassy Industrial Park Hosur Private Limited

18. Farukhnagar Logistics Parks LLP

19. FRK II Industrial Park Private Limited

20. Goodluck Buildtech Private Limited

21. ILV Distripark Private Limited

22. Jindpur Industrial Park Private Limited

23. Juturna Developers Private Limited

24. Kalina Warehousing Private Limited

25. KCP-2 Industrial and Logistics Parks Private Limited

26. KCP-3 Industrial and Logistics Parks Private Limited

27. Kothur Logistics Park Private Limited

28. Lakshmipathi Realtors Private Limited

29. LI Industrial Parks Private Limited

30. Malur Logistics and Industrial Parks Private Limited

31. Onirique Builders and Developers Private Limited

32. Panvel Warehousing Private Limited

33. Patencheru Industrial Park Private Limited

34. Pluto Valencia Business Parks Private Limited

35. Redhills Industrial Park Private Limited

36. Sriperumbudur Industrial and Logistics Private Limited

37. Talegaon Industrial Parks Private Limited

38. Venkatapura Logistics and Industrial Parks Private Limited

39. Vertical Logistic Park LLP

40. Vidarbha Cargo Private Limited

41. XSIO Industrial Parks Private Limited

42. XSIO Warehousing Private Limited

Indirect Subsidiaries (Step-Down Subsidiaries)

1. Everstrat Zenith Private Limited

2. Juturna-2 Industrial Parks Private Limited (Greenbase Industrial Parks Private Limited)

3. ILV Distripark (Mappedu) Private Limited

4. ILV Distripark (MWC) Private Limited

5. Oragadam Industrial and Logistics Private Limited

6. Panvel Logistics and Warehousing Solutions Private Limited

7. SFW Pukkathurai Realtors Private Limited

8. Vadakkupattu Industrial Parks Private Limited

9. VKP-2 Industrial Parks Private Limited

10. Volumnus Developers Private Limited

11. XSIO Logistics Parks Private Limited

The Policy for determining Material Subsidiaries is available on the Companys website and can be accessed at . Joint Ventures and Associate Companies:

As on 31 March 2026, the Company does not have any Joint Venture or Associate Company.

Accordingly, the Form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure 1.

16. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review all contracts/arrangements/transactions entered by the Company with related parties were on arms length basis. However, few contracts/arrangements/transactions which were material and were entered into with related parties needs to be reported in Form No. AOC-2.

Details of contracts/arrangements/transactions with related parties which are required to be reported in Form No. AOC-2 in terms of Section 134 (3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure II.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is also available on the Companys website and can be accessed at .

Members may refer to Note 39 of the Standalone Financial Statements which sets out Related Parties Disclosures pursuant to Ind AS.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT UNDER SECTION 186:

The provisions of Section 186 (except sub-section (1) of Section 186) of the Act pertaining to granting of loans to any person or body corporate, making investment, and giving of guarantees or provide security in connection with loans to any other body corporate or person are not applicable to the Company since the Company is engaged in providing infrastructure facilities.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31 March 2026 is as mentioned below:

A. Conservation of Energy:
Sr. No. Particulars	Remarks
1. The steps taken or impact on conservation of energy	1. The Company has adopted the following energy conservation measures:
	a. Use of energy efficient lamps, control gears, VFDs, highly efficient motors and PV cells.
	b. Solar street lighting for common area.
	c. Deployment of 100% LED light fixtures in all projects.
	d. Use of external street light fixtures with timers.
	e. Utilisation of lighting software during the design phase to optimise our lighting plans.
	f. Use of best quality wires, cables, switches and low self-power loss breakers wherever essential.
	g. Following standard specifications like colour codes, independent neutrals and earthing for each circuit to curb energy leakage.
	h. Selection of high-efficiency transformers, DG sets and other equipment, with DG sets chosen based on CPCB-approved specific fuel consumption.
	i. Implementation of auto-correction power factor capacitor panels for common area loads.
	j. Implementation of composting pits instead of OWC machines to conserve energy.
	k. Use of IE3 pumps and motors enhance energy efficiency by reducing power losses by up to 30% compared to IE1 motors. Their better thermal performance extends equipment life and lowers maintenance needs.
	l. Use of split units with a minimum 3-star rating in office areas.
	m. Developed and implemented construction strategies that demonstrate the organisations ESG commitment to reducing carbon footprint, using low-emission construction equipment, materials and integration of renewable energy sources.
	n. Ensure that energy-efficient designs and materials are incorporated throughout the construction process, supporting the ESG goal of minimising environmental impact.
	o. The Company is committed to its ESG-driven environmental strategy by utilizing separate energy meters for major common area loads to monitor power consumption and implementing advanced energy monitoring and control systems, with the objective of tracking and achieving measurable energy reduction targets.
	p. Drive awareness campaigns and workshops that encourage sustainable consumption patterns among employees, tenants and local communities, integrating ESG values into workplace culture.
	q. Support small businesses and local enterprises in accessing energy-saving technologies, aligning with ESG principles that emphasize social inclusion and equitable growth.
	r. Establish key performance indicators (KPIs) around energy efficiency, technology adoption rates and carbon footprint reduction, ensuring transparent reporting in line with ESG standards such as the GRI or TCFD frameworks.
	s. Assess and manage risks related to energy supply disruptions, technology integration challenges and regulatory changes, embedding ESG risk mitigation into long-term operational planning.
	t. Create leasing agreements and supplier partnerships that incentivise energy-efficient practices and innovation, embedding ESG best practices into operational governance.
2. The steps taken by the Company for utilising alternate sources of energy	a. To utilise alternative energy sources, we have installed a rooftop solar power plant with a capacity of 6,681 kWp at Horizon Industrial Parks Limited.
	b. Over 5.40 Mn units of solar power generated from these installations have resulted in a carbon footprint reduction of 3832 tonnes, equivalent to planting 172,425 trees.
	c. Use of solar street lighting in the common area.
	d. The Company, as part of its ESG commitment to promote sustainable transportation and reduce carbon emissions, has installed EV charging facilities with a total capacity of 24 kW, comprising 4 units for two-wheelers (3.3 kW each) and 2 units for four-wheelers (7.4 kW each), to support clean and energy-efficient mobility solutions.
3. The capital investment on energy conservation equipment	The company is committed to ongoing project-level investments focused on reducing energy consumption, particularly through energy-efficient designs for new developments and upgrades of acquired assets. Although the exact capital investment in energy efficiency and conservation equipment cannot be precisely quantified, a capex of INR 23,52,26,050 has been allocated for the solar rooftop project and INR 18,80,000 for the EV charging facilities. We prioritise innovative solutions that enhance operational efficiency and embed sustainable practices into our designs. These initiatives not only improve our energy performance but also make a significant contribution to the overall sustainability of our portfolio.

HORIZON INDUSTRIAL PARKS

B. Technology Absorption:
Sr. No.	Particulars	Remarks
1.	The efforts made towards technology absorption	During the year under review, the Company did not operate any specific department for Research and Development.
2.	The benefits derived like product improvement, cost reduction, product development or import substitution	During the year under review, there was no such benefit derived out of the said activity.
3.	In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)	During the year under review, the Company did not import imported any technology related equipment.
	a) The details of technology imported;
	b) The year of import;
	c) Whether the technology has been fully absorbed;
	d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
4.	The expenditure incurred on Research and Development	During the year under review, the Company did not operate any specific department for Research and Development.
	C. Foreign Exchange Earnings and Outgo:
Sr. No.	Particulars	Remarks
1.	The Foreign Exchange earned in terms of actual inflows during the year	Nil (previous year: Nil)
2.	The Foreign Exchange Outgo during the year in terms of actual outflows	Nil (previous year: INR 41.87 Mn)

19. COMPOSITION OF BOARD AND KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel of the Company as at 31 March 2026, is as follows:

Sr. No.	Name of the Director	DIN	Designation
1.	Mr. Urvish Jayantilal Rambhia	09264582	Whole-time Director & Chief Executive Officer
2.	Mr. Alok Jain	07618572	Non-Executive Director
3.	Mr. Asheesh Mohta	00358583	Non-Executive Director
4.	Mr. Anshu Prakash	03540028	Chairman and Independent Director
5.	Mr. Michael David Holland	02845141	Independent Director
6.	Ms. Sangeeta Singh	10593952	Independent Director
7.	Mr. Kunal Harun Shah	-	Chief Financial Officer
8.	Ms. Shraddha Poddar	-	Company Secretary & Compliance Officer

During the period under review, the following changes were made in the composition of Board of Directors and Key Managerial Personnel (KMP) of the Company:

Sr. No.	Name of the Director	DIN	Date of Event	Event
			Board Meeting - 28 October 2025	a) Change in Designation from NonExecutive Director to Whole-Time Director / Executive Director
1.	Mr. Urvish Jayantilal Rambhia	09264582
			Shareholders Meeting - 13 November 2025	b) Appointment as Chief Executive Officer ( CEO \u201d)
2.	Mr. Abhishek Govind Patil	08731033	Board Meeting - 16 December 2025	Resignation as a Director
			Board Meeting - 16 December 2025
3.	Mr. Alok Jain	07618572	Shareholder Meeting - 23 December 2025	Appointment as Non-Executive Director

4.	Mr. Anshu Prakash	03540028	Board Meeting - 16 December 2025 Shareholder Meeting - 23 December 2025	Appointment as an Independent Director and Chairman of the Company
5.	Mr. Michael David Holland	02845141	Board Meeting - 16 December 2025 Shareholder Meeting - 23 December 2025	Appointment as an Independent Director
			Board Meeting - 16 December 2025
6.	Ms. Sangeeta Singh	10593952	Shareholder Meeting - 23 December 2025	Appointment as an Independent Director
7.	Mr. Kunal Harun Shah	-	Board Meeting - 28 October 2025	Appointment as Chief Financial Officer
8.	Ms. Shraddha Poddar	-	Board Meeting - 28th October 2025	Appointment as Compliance Officer

Director Liable to Retire by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Asheesh Mohta (DIN: 00358583), NonExecutive Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.

The Board at its Board Meeting held on 29 June 2026, has recommended his re-appointment, subject to the consent of the Members in the ensuing Annual General Meeting.

Declaration by Independent Directors:

There are 3 (Three) Independent Directors on the Board of the Company as on 31 March 2026. The Company has received declarations from the Independent Directors, viz Mr. Anshu Prakash, Mr. Michael David Holland and Ms. Sangeeta Singh stating that they continue to fulfil the criteria of independence laid down under Section 149 of the Companies Act, 2013, read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity. Further, in terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors of the Company have registered themselves with the data bank of Independent Directors created and maintained by the Indian Institute of Corporate Affairs.

Statement on Board Evaluation and Independent Directors as required under Section 134 (3) (p) of the Companies Act, 2013 and relevant rules thereunder:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to carry out an annual evaluation of the performance of the Board, its Committees and individual Directors.

The Board of Directors, at its meeting held on 16 December 2025, approved the Policy for Evaluation of the Performance of the Board of Directors, which establishes a framework for evaluating the performance of the Board as a whole, its Committees, individual Directors and the Chairman. The said policy is available on the Companys website at .

Further, the Nomination and Remuneration Committee (NRC), at its meeting held on 7 April 2026, approved the manner of evaluation in accordance with the criteria prescribed in the Policy. The Company appointed M/s Rupal D. Jhaveri, Practising Company Secretary, as the external agency to conduct the evaluation of the Board, its Committees, the Chairman and individual Directors, including Independent Directors.

The evaluation exercise is currently in process and has not yet been completed.

20. BOARD MEETINGS:

Details of Board Meetings held during the Financial Year 2025-26 as required under Section 134(3) (b) of the Act are as under:

First Quarter (April to June)	Second Quarter (July to Sept)	Third -Quarter (Oct to Dec)	Fourth Quarter (Jan to March)	Total No. of Board Meetings
6(Six)	9(Nine)	9(Nine)	1(One)	25(Twenty-five)
1 April 2025	11 July 2025	10 October 2025	26 March 2026
6 May 2025	15 July 2025	15 October 2025
23 May 2025	18 July 2025	28 October 2025
4 June 2025	25July 2025	7 November 2025
25 June 2025	30 July 2025	5 December 2025
27 June 2025	7 August 2025	11 December 2025
	19 August 2025	16 December 2025
	22 September 2025	22 December2025
	30 September 2025	28 December 2025

Attendance of Directors:

Name of the Director	Board Meetings		Annual General Meeting held on 30 September 2025
	Entitled to Attend	Attended	Attended
Mr. Urvish Jayantilal Rambhia	25	25	Present
Mr. Abhishek Govind Patil	22	22	Present
Mr. Asheesh Mohta	25	6	Present
Mr. Anshu Prakash	3	3	Not Applicable
Mr. Michael David Holland	3	3	Not Applicable
Ms. Sangeeta Singh	3	3	Not Applicable
Mr. Alok Jain	3	2	Not Applicable

The intervals between any two Board meetings were well within the maximum period mentioned under Section 173 of the Act read with Secretarial Standards-1.

21. GENERAL MEETINGS:

During the Financial Year ended 31 March 2026, 9 (Nine) General Meetings were held on the following dates:

Sr. No.	Date of Meeting	Type of Meeting
1.	25 April 2025	Extraordinary General Meeting
2.	30 June 2025	Extraordinary General Meeting
3.	19 July 2025	Extraordinary General Meeting
4.	29 July 2025	Extraordinary General Meeting
5.	30 September 2025	Annual General Meeting
6.	15 October 2025	Extraordinary General Meeting
7.	13 November 2025	Extraordinary General Meeting
8.	16 December 2025	Extraordinary General Meeting
9.	23 December 2025	Extraordinary General Meeting

22. COMPOSITION OF COMMITTEES:

As required under the applicable laws, the Board delegated certain functions to its various committees that are established for that purpose. These committees conduct detailed reviews of the items under their purview before presenting them to the Board for consideration. The committees appointed by the Board are dedicated to specific areas and have the delegated authority to make informed decisions within their respective scopes. During the year under review, all recommendations made by the committees have been accepted by the Board.

The composition and terms of reference of all the Committees of the Board of Directors of the Company are in line with the provisions of the Companies Act, 2013 and SEBI LODR.

As on 31 March 2026, the Company has the following Committees as per Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( SEBI Listing Regulations ), the details of the Committees are as follows:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. CSR & Sustainability Committee

Further, our Company has also constituted an IPO Committee, Investment Committee and Internal Complaints Committee.

1. Audit Committee Composition of Audit Committee:

Name	Composition of Committee	Category
Ms. Sangeeta Singh	Chairperson	Independent Director
Mr. Anshu Prakash	Member	Independent Director
Mr. Urvish Rambhia	Member	Whole-Time Director & CEO

The Audit Committee was constituted pursuant to resolution passed by our Board on 16 December 2025. The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations and its terms of reference are pursuant to resolution passed by our Board in its meeting held on 16 December 2025.

During the year under review, the Audit Committee convened 3 (three) meetings. The Audit Committee meetings were held on 17 December 2025 28 December 2025 and 26 March 2026.

Attendance record of Audit Committee members:

Name of the Director	Audit Committee
	Entitled to Attend	Attended
Mr. Urvish Jayantilal Rambhia	3	3
Mr. Anshu Prakash	3	3
Ms. Sangeeta Singh	3	3

2. Nomination & Remuneration Committee Composition of Nomination and Remuneration Committee:

Name	Composition of Committee	Designation
Mr. Michael Holland	Chairperson	Independent Director
Mr. Anshu Prakash	Member	Independent Director
Mr. Asheesh Mohta	Member	Non-Executive Director

The Nomination and Remuneration Committee was constituted pursuant to resolution passed by our Board on 16 December 2025. The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations and its terms of reference are pursuant to resolution passed by our Board in its meeting held on 16 December 2025.

During the year under review, no meeting of the Nomination and Remuneration Committee was convened.

3. Stakeholders Relationship Committee Composition of Stakeholders Relationship Committee:

Name	Composition of Committee	Designation
Mr. Michael Holland	Chairperson	Independent Director
Ms. Sangeeta Singh	Member	Independent Director
Mr. Alok Jain	Member	Non-Executive Director

The Stakeholders Relationship Committee was constituted pursuant to resolution passed by our Board in its meeting held on 16 December 2025. The scope and functions of the Stakeholders Relationship Committee are in accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations and its terms of reference are stipulated pursuant to resolution passed by our Board in its meeting held on 16 December 2025.

During the year under review, no meeting of the Stakeholders Relationship Committee was convened.

4. Risk Management Committee Composition of Risk Management Committee:

Name	Composition of Committee	Designation
Mr. Alok Jain	Chairman	Non-Executive Director
Mr. Urvish Rambhia	Member	Whole Time Director & CEO
Ms. Sangeeta Singh	Member	Independent Director

The Risk Management Committee was constituted pursuant to resolution passed by our Board in its meeting held on 16 December 2025. The scope and functions of the Risk Management Committee are in accordance with regulation 12 of the SEBI Listing Regulations and its terms of reference are pursuant to resolution passed by our Board in its meeting held on 16 December 2025.

During the year under review, no meeting of the Risk Management Committee was convened.

5. CSR & Sustainability Committee

The Corporate Social Responsibility Committee was constituted pursuant to resolution passed by our Board on 16 December 2025. The scope and functions of the Corporate Social Responsibility Committee are in accordance with section 135 of the Companies Act, 2013 and its terms of reference are pursuant to resolution passed by our Board in its meeting held on 16 December 2025.

Composition of Corporate Social Responsibility Committee:

Name	Position of the Committee	Designation
Mr. Anshu Prakash	Chairperson	Independent Director
Mr. Michael David Holland	Member	Independent Director
Mr. Alok Jain	Member	Non-Executive Director

Further, the Board of Directors of the Company at its Board Meeting held on 26 March 2026, reconstituted the Corporate Social Responsibility ( CSR ) Committee and renamed the CSR Committee as CSR & Sustainability Committee .

Composition of reconstituted CSR & Sustainability Committee as approved by Board on 26 March 2025:

Name	Composition of Committee	Designation
Mr. Anshu Prakash	Chairman	Independent Director
Mr. Micheal David Holland	Member	Independent Director
Mr. Alok Jain Mr. Urvish Rambhia	Member Member	Non- Executive Director Whole-time Director & CEO

During the year under review, the CSR & Sustainability Committee convened 1 (One) meeting. was held on 26 March 2026. Attendance record of CSR & Sustainability Committee members: The CSR & Sustainability Committee meeting

Name of the Director	Audit Committee
	Entitled to Attend	Attended
Mr. Anshu Prakash	1	1
Mr. Micheal David Holland	1	1
Mr. Alok Jain Mr. Urvish Rambhia	1 0	1 0

6. IPO Committee Composition of IPO Committee:

Name	Composition of Committee	Designation
Mr. Micheal David Holland	Chairman	Independent Director
Mr. Alok Jain	Member	Non-Executive Director
Mr. Urvish Rambhia	Member	Whole-time Director & CEO

The IPO Committee was constituted pursuant to resolution passed by our Board in its meeting held on 16 December 2025 for the purpose of approving and undertaking various activities in relation to the IPO. The terms of reference are stipulated pursuant to resolution passed by our Board in its meeting held on 16 December 2025.

During the year under review, no meeting of the IPO Committee was convened.

7. Investment Committee Composition of Investment Committee:

Name	Composition of Committee	Designation
Mr. Asheesh Mohta	Chairman	Non-Executive Director
Mr. Urvish Rambhia	Member	Whole-time Director & CEO
Mr. Alok Jain	Member	Non-Executive Director
Mr. Anshu Prakash	Chairman	Independent Director

The Investment Committee was constituted pursuant to resolution passed by our Board in its meeting held on 16 December 2025 for undertaking investment decisions with respect to the underlying assets or projects of the Company including any further investments or divestments and to ensure protection of the interests of shareholders, including investment decisions which are related party transactions. The terms of reference are stipulated pursuant to resolution passed by our Board in its meeting held on 16 December 2025.

During the year under review, no meeting of the Investment Committee was convened.

23. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE Financial Year OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes or commitments affecting the financial position of the Company between the end of the Financial Year to which the Financial Statements pertain and the date of this Report.

24. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN THE FUTURE:

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Companys Operations in future.

However, the following material order passed by the Regulators or Courts or Tribunals not impacting the Going Concern Status and Companys Operations in future:

- The Honble National Company Law Tribunal, Mumbai Bench ( NCLT, Mumbai ) has, vide its order dated 11 December 2024 ( NCLT Order ), sanctioned the Scheme of Amalgamation between BRE Asia Urban Holdings Ltd. (hereinafter referred to as the Transferor Company or Non-Applicant Company ) and Horizon Industrial Parks Private Limited (hereinafter referred to as the Transferee Company or Applicant Company ) and their respective shareholders (hereinafter referred to as the Scheme) under Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder. Subsequently, the Registrar of Companies, Corporate and Business Registration Department, Port Louis, through a letter dated 5 May 2025 ( Mauritius Order - I ) has taken note of the said Scheme of Amalgamation and removed BRE Asia Urban Holdings Ltd. from the relevant register

of companies as required under the Mauritius Companies Act, 2001. The effectiveness of the said Scheme of Amalgamation was contingent upon obtaining the necessary regulatory approvals under the applicable laws in both Mauritius and in India. In view of the Mauritius Order - I, the Scheme of Amalgamation is effective from 5 May 2025, with the appointed date being 1 April 2024.

- The Honble National Company Law Tribunal, Mumbai Bench ( NCLT, Mumbai ) had, vide its order dated 9 June 2025 ( NCLT Order ), sanctioned the Scheme of Amalgamation between BRE Asia III India Holdings Ltd. (hereinafter referred to as the Transferor Company or Non-Applicant Company ) and Horizon Industrial Parks Private Limited (hereinafter referred to as the

- Transferee Company or Applicant Company ) and their respective shareholders (hereinafter referred to as the Scheme) under

Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder. Subsequently, the Registrar of Companies, Corporate and Business Registration Department, Port Louis, through a letter dated 28 July 2025 ( Mauritius Order - II ), has taken note of said Scheme of Amalgamation and removed BRE Asia III India Holdings Limited from the relevant register of companies as required under the Mauritius Companies Act, 2001. The effectiveness of the said Scheme of Amalgamation was contingent upon obtaining the necessary regulatory approvals under the applicable laws in both Mauritius and India. In view of the Mauritius Order - II, the said Scheme of Amalgamation is effective from 28 July 2025.

25. PARTICULARS OF EMPLOYEE REMUNERATION:

The Company, being an unlisted Public Company during the period under review, the requirements under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

26. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. There is an applicable mechanism to monitor and evaluate the efficiency and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies of the Company.

The internal controls are periodically tested through an Internal Audit done by an external agency. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

27. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has laid down set of standards, processes and structure which enable the implementation of Internal Financial controls across the organisation with reference to Financial Statements and that such controls are adequate and are operating effectively.

Annexure C to the Auditors Report provides for the Auditors opinion on the Internal Financial Controls of the Company.

During the year under review, no material or serious observation has been made for inefficiency or inadequacy of such controls.

28. ANNUAL RETURN:

As per the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, every Company shall place a copy of the annual return on the website of the Company, if any, and the weblink of such annual return shall be disclosed in the Boards report.

Your Company has a functional website and the requisite disclosures, as applicable, have been placed on the website at of the Company in compliance with the applicable provisions of the Companies Act, 2013.

29. DIRECTORS RESPONSIBIITY STATEMENT:

As per Section 134(5) of the Act, the Directors confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Statement of Profit of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis; and

v. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. AUDITORS:

I. Statutory Auditors

As per the provisions of Section 139 and 141 of the Companies Act, 2013 and rules made thereunder, and subject to the receipt of a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013, the Company at its 16th Annual General Meeting held on 30 September 2025 approved the reappointment of M/s. MSKC & Associates LLP, Chartered Accountants (Firm Registration No. 001595S/S000168) as the Statutory Auditor for a period of 5 years commencing from the conclusion of 16th AGM till the conclusion of the 21st AGM to be held for the Financial Year 2029-30.

Further, pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 and the rules made thereunder and subject to the receipt of a certificate from the auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013, the Board of Directors at its meeting held on 07 November 2025, and subsequently the Members of the Company at their Extraordinary General Meeting held on 13 November 2025, approved the appointment of M/s. S G C O & Co. LLP, Chartered Accountants (Firm Registration No. 112081W/W100184) as the Joint Statutory Auditors of the Company, along with the existing Statutory Auditor M/s. MSKC & Associates LLP, Chartered Accountants (Firm Registration Number: 001595S/S000168) for a period of 5 years commencing from the conclusion of the ensuing Extraordinary General Meeting till the conclusion of the 21st AGM of the Company to be held for the Financial Year 2029-30.

Further, there are no qualification, reservation or adverse remarks or disclaimers made by M/s. MSKC & Associates LLP and M/s. S G C O & Co. LLP, Joint Statutory Auditors of the Company, in their Independent Auditor Report for the Financial Year ended 31 March 2026 and therefore does not require any comments from the Director in this report.

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Board of the Company during FY 2025-26.

II. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company had appointed M/s. PricewaterhouseCoopers Services LLP as the internal Auditor of the Company for the Financial Year 2025-26 to introduce adequate control and to conduct Internal Audit of functions and activities of the Company. The findings of Internal Audit were reported to Audit Committee from time to time.

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s. RJSY & Associates, Practising Company Secretary as Secretarial Auditors of the Company for the Financial Year 2025-26. The secretarial audit report in Form MR-3 is annexed as Annexure III to this report.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. RJSY & Associates, Practising Company Secretary as Secretarial Auditor of the Company, in their independent report for FY 2025-26, and therefore does not require any comments from the Directors in this report.

IV. Cost Auditor

The provisions of Cost Audit as per Sub-Section (2) of Section 148 of the Companies Act, 2013 is not applicable to the Company for the Financial Year ended 31 March 2026.

31. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has complied with all applicable secretarial standards (as amended from time to time) on meetings of the Board of Directors and Meetings of Shareholders (EGM/ AGM) i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies Act, 2013.

33. COMPLIANCE WITH THE MATERNITY BENEFITS ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961. All eligible female employees have been extended maternity leave and other statutory benefits.

The Company remains committed to fostering a supportive and inclusive workplace environment that upholds the rights and welfare of women employees.

34. DOWNSTREAM INVESTMENT:

The Company, being a foreign owned and controlled entity, has complied with the provisions of the Foreign Exchange Management Act, 1999 (FEMA) read with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (NDI Rules) in respect of downstream investments made in other Indian entities.

Pursuant to Sub-rule (6) of Rule 23 of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (NDI Rules), the first level Indian company making downstream investment shall be responsible for ensuring compliance with the provisions of these rules for the downstream investment made by it at second level and so on and so forth and such first level company shall obtain a certificate to this effect from its statutory auditor on an annual basis and such compliance of these rules shall be mentioned in the Directors report in the Annual Report of the Indian company.

In accordance with the above requirements, the Company has obtained an annual certificate from its Statutory Auditor, M/s. MSKC & Associates LLP, Chartered Accountants (Firm Registration No. 001595S/S000168) confirming compliance with FEMA and the NDI Rules for the Financial Year 2024-25.

Further, there are no qualifications made by M/s. MSKC & Associates LLP, Chartered Accountants and M/s. S G C O & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company, in respect of Downstream Investment Compliance Report.

35. THE DETAILS OF APPLICATION OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR, ALONG WITH THEIR STATUS AS AT THE END OF THE YEAR:

No application has been made and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such instance of one-time settlement has been done by the Company with its bankers during the period under review.

37. ACKNOWLEDGEMENTS:

The Directors of the Company wish to place on record their appreciation for the co-operation extended by the Employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders. The Directors are grateful for the support extended by them and look forward to receiving their continued support and encouragement.

For and on behalf of the Board of Directors of Horizon Industrial Parks Limited

(Formerly known as Horizon Industrial Parks Private Limited)

Date: 29 June 2026 Place: Mumbai

Mr. Urvish Jayantilal Rambhia	Mr. Alok Jain
Wholetime Director & CEO	Director
DIN: 09264582	DIN: 07618572