Indiabulls Real Estate Ltd Auditor Reports

To

The Members of

Embassy Developments Limited

(Formerly known as Equinox India Developments Limited, and earlier Indiabulls Real Estate Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Embassy Developments Limited (Formerly known as Equinox India Developments Limited, and earlier Indiabulls Real Estate Limited) (‘the Company), which comprise the Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and a summary of the material accounting policies and other explanatory information (hereinafter referred to as ‘standalone financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS) specified under section 133 of the Act, of the state of affairs of the Company as at 31 March 2025, and its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter	How our audit addressed the key audit matter
Business combination	Principal audit procedures performed
(Refer to note 50 of the notes forming part of the Standalone Financial Statements)	With respect to the accounting for business combination, we:
During the year, a Composite Scheme of Amalgamation and Arrangement ("the Scheme”) between NAM Estates Private Limited ("Amalgamating Company 1” or "NAM Estates”) and Embassy One Commercial Property Developments Private Limited ("Amalgamating Company 2” or "EOCPDPL”), both Embassy group entities, with Equinox India Developments Limited	Obtained an understanding of the transaction from the management and identified key terms relevant to the accounting for the transaction.
	Read relevant parts of the approved Scheme and assessed the Companys conclusion as regard business combination accounting in accordance with Ind AS 103 with respect to Reverse Acquisition and its impact on the financial statements.
(formerly Indiabulls Real Estate Limited) ("Amalgamated Company” or the "Company”), was approved by Honble National Company Law Appellate Tribunal, New Delhi Bench, New Delhi ("NCLAT”).
Key audit matter			How our audit addressed the key audit matter
The above business combination has been treated as a			Obtained an understanding of management process
reverse acquisition in accordance with Ind AS 103 with			and tested the Design, Implementation and Operating
effect from January 24, 2025 (‘acquisitiondate) with			effectiveness of controls over Purchase Price
business of NAM Estates Private Limited as the ‘Accounting			Allocation (PPA) performed by the management in
Acquirer and Equinox India Developments Limited			consultation with external fair valuation specialist
(formerly Indiabulls Real Estate Limited) as the ‘Accounting			(Management expert) and internal controls relating
Acquiree and accordingly, the assets and liabilities			to accounting for the business combination.
of NAM Estates Private Limited are measured at their			Assessed the competence, capabilities and
precombination carrying value and the identified assets			objectivity of the management expert engaged by
acquired and liabilities taken over with respect to Equinox			the Company and obtained understanding of the
India Developments Limited (formerly Indiabulls Real			work of the management experts by reviewing the
Estate Limited), being Accounting Acquiree, measured at			valuation reports.
acquisitiondate fair values.
			Evaluated the appropriateness of the valuation
Identification and valuation of assets (including intangible			methodology and reasonableness of the key
assets) and liabilities (including contractual obligations) as			valuation assumptions used by management and
at the acquisition date was performed by the management			tested mathematical accuracy of the calculations
as part of the Purchase Price Allocation (PPA) in consultation			used in the PPA.
with external fair value specialists (management expert).
The assets and liabilities were measured at fair value using			Evaluated the appropriateness of the accounting and
various valuation methodology applied according to the			disclosures in the financial statements in compliance
nature of respective assets and liabilities. The estimation			with the accounting standards.
of fair value requires use of various assumptions, estimates
of future cash flows as well as use of suitable discount rate.
The above transaction has been identified as a Key Audit
Matter as this is significant event which happened during the
year and it required compliance of scheme and application
of complex accounting policies, mainly Ind AS 103 Business
Combinations, and involved significant judgments and
assumptions as part of estimation fair value of asset and
liabilities recognised as part of the reverse acquisition.
Revenue recognition			Our audit procedures related to the revenue recognition
Revenue recognition The Companys policies on revenue			included, but not limited to the following:
recognition is set out in Note 3.07 to the standalone			Evaluated the appropriateness of the Companys
financial statements.			revenue recognition policies with respect to the
As per the principles of Ind AS 115 "Revenue from Contracts			principles of Ind AS 115;
with Customers”, revenue from sale of residential/			Enquiring from the management and inspecting the
commercial properties is recognized when the performance			internal controls related to revenue recognition for
obligations are essentially complete.			ensuring the completeness of the customer sales,
The performance obligations are considered to be complete			issue of possession letters and the recording of
when control over the property has been transferred to			customer receipts;
the buyer i.e. offer for possession of properties have been			We have performed the following procedures for
issued to the customers.			revenue recognition:
The amount of revenue and cost thereon on contracts with			a. Verification of the collection from customers for
customers forms a substantial part of the consolidated			the units sold from the statement of accounts on
statement of profit and loss and management judgement is			a sample basis to ensure receipt of the amount;
also involved in the interpretation of these conditions.			and
The above transaction required audit focus due to the			b. Performing cutoff procedures and other analytical
significant impact of the same on the accompanying			procedures like project wise variance analysis and
consolidated financial statement of the Group. The matter			margin analysis to find any anomalies.
has been considered to be of most significance to the audit			Ensured that the disclosure requirements of Ind AS
and accordingly, has been considered as a key audit matter			115 have been complied with.
for the current year audit.
Key audit matter			How our audit addressed the key audit matter
Accuracy and completeness of disclosure of related			Our audit procedures in relation to the disclosure of
party transactions and compliance with the provisions of			related party transactions included the following:
Companies Act 2013 and SEBI (Listing Obligations and			We obtained an understanding, evaluated the design
Disclosure Requirements) Regulations, 2015, as amended			and tested operating effectiveness of the controls
(‘SEBI (LODR) 2015)			related to capturing of related party transactions and
(Refer to note 49 of the notes forming part of the Standalone			managements process of ensuring all transactions
Financial Statements)			and balances with related parties have been disclosed
We identified the accuracy and completeness of disclosure			in the standalone Ind AS financial statements.
of related party transactions as set out in respective notes			We obtained an understanding of the Companys
to the standalone Ind AS financial statements as a key audit			policies and procedures in respect of evaluating
matter due to:			armslength pricing and approval process by the
the significance of transactions with related parties			audit committee and the board of directors.
during the year ended 31 March 2025.			We agreed the amounts disclosed with underlying
Related party transactions are subject to the compliance			documentation and read relevant agreements,
requirement under the Companies Act 2013 and			evaluation of armslength by management,
SEBI (LODR) 2015			on a sample basis, as part of our evaluation of the disclosure.
			We assessed management evaluation of compliance with the provisions of Section 177 and Section 188 of the companies Act 2013 and SEBI (LODR) 2015.
			We evaluated the disclosures through reading of statutory information, books and records and other documents obtained during the course of our audit
Assessing the carrying value of inventory			Our procedures in relation to the valuation of inventory
The accounting policies for Inventories are set out in Note			held by the Company included, but not limited to
3.11 to the standalone financial statements.			the followings:
Inventories of the company comprises of real estate			Obtained an understanding of the management
properties (including land) and are disclosed under Note 14			process for identification of possible impairment
to the standalone financial statements.			indicators and process performed by the management for impairment testing and the management process
Impairment assessment of inventory is considered as a significant risk as there is a risk that recoverability of the			of determining the Net Realizable Value (NRV);
carrying value of the inventory could not be established,			Enquired of the management and inspected the
and potential impairment charge might be required			internal controls related to inventory valuation along
to be recorded in the standalone financial statements.			with the process followed to recover/adjust these and
Managements assessment of the recoverable amounts is a			assessed whether impairment is required;
judgmental process which requires the estimation of the net			All material properties under development as
realizable value, which takes into account the valuations of			at 31 March 2025 were discussed on caseto
the properties held and cash flow projections of real estate			case basis with the management for their plan of
properties under development.			recovery/adjustment;
			For real estate properties under development, obtained and assessed the management evaluation of the NRV. We also assessed the managements valuation methodology applied in determining the recoverable amount and tested the underlying assumptions used by the management in arriving at those projections;
			We challenged the management on the underlying assumptions used for the cash flow projections, considering evidence available to support these assumptions and our understanding of the business;
Key audit matter		How our audit addressed the key audit matter
Due to their materiality in the context of the standalone financial statements as a whole and significant degree of judgement and subjectivity involved in the estimates and		Where the management involved specialists to perform valuations, evaluated the objectivity and independence of those specialists;
key assumptions used in determining the cash flows used in the impairment evaluation, this is considered to be the area which had the greatest effect on our overall audit strategy and allocation of resources in planning and completing our		For land parcels, obtained and verified the valuation of land parcels as per the government prescribed circle rates, wherever necessary;
audit.		Tested the arithmetical accuracy of the cash flow projections; and
		We assessed the appropriateness and adequacy of the disclosures made by the management for the impairment losses recognized in accordance with applicable accounting standards.
Impairment assessment of investments and loans made to		Our procedures in relation to the impairment assessment
its subsidiaries		of investments and loans included, but not limited to
The Companys policies on the impairment assessment of the		the following:
investments and loans are set out in Note 9(a) and Note 19 to the standalone financial statements.		Assessed the appropriateness of the Companys accounting policy by comparing with applicable Ind AS;
The Company has investments amounting to H 88,748.07 million (net of impairment) and has outstanding loans amounting to H 12,340.21 million (net of impairment) to its subsidiaries as at 31 March 2025 as disclosed under the Note 9(a) and 19 to the		We obtained an understanding of the management process for identification of possible impairment indicators and process performed by the management for impairment testing;
standalone financial statements. Impairment assessment of these investments and loans is considered as a significant risk as there is a risk that recoverability of the investments and loans could not be established, and potential impairment charge might be required to be recorded		Enquired of the management and understood the internal controls related to completeness of the list of loans and investment along with the process followed to recover/adjust these and assessed whether further provisioning is required;
in the standalone financial statements. The recoverability of these investments is inherently subjective due to reliance on		Performed test of details:
either the net worth of investee or valuations of the properties held or cash flow projections of real estate properties in these investee companies.		a. For all significant additions made during the year, underlying supporting documents were verified to ensure that the transaction has been accurately recorded in the standalone financial statement;
		b. For all significant investments and loans outstanding as at 31 March 2025, confirmations were circulated and received. Further, all the significant reconciling items were tested;
		c. All material investments and significant loans as at 31 March 2025 were discussed on case to case basis with the management for their plan of recovery/adjustment;
		d. Compared the carrying value of material investments and significant loans to the net assets of the underlying entity, to identify whether the net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount; and
		e. Wherever the net assets were lower than the recoverable amount, for material amounts:
		i. We obtained and verified the management certified cash flow projections of real estate properties and tested the underlying assumptions used by the management in arriving at those projections;
Key audit matter	How our audit addressed the key audit matter
However, due to their materiality in the context of the Companys standalone financial statements as a whole and significant degree of judgement and subjectivity involved in the estimates and key assumptions used in determining the cash flows used in the impairment evaluation, this is	ii. We examined the managements underlying assumptions used for the cash flow projections, considering evidence available to support these assumptions and our understanding of the business;
considered to be the area to be of most significance to the audit and accordingly, has been considered as a key audit matter for the current year audit.	iii. We obtained and verified the valuation of land parcels as per the government prescribed circle rates; and
	iv. We assessed the appropriateness and adequacy of the disclosures made by the management for the impairment losses recognized in accordance with applicable accounting standards.

Information other than the Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.

Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditors report, we conclude that there is a material misstatement of this other information, we are required to report that fact. Reporting under this section is not applicable as no other information is obtained at the date of this auditors report.

Managements Responsibility for the Standalone Financial Statements

The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the

Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements system in place and the operating effectiveness of such controls;

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in

evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The audit of Standalone Financial Statements for the year ended 31 March 2024 (refer note 77), was carried out and reported by N S V M & Associates vide their unmodified audit report dated 30 September, 2024, whose audit report has been furnished to us by the management of the Company. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2020 ("the Order”), issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the ‘Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by section 143(3) of the Act, bases on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph h(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors as on 31 March 2025, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2) of the Act;

f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) of the Act and paragraph h(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting;

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in Note 45 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2025.

ii. the Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025.

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025.>

iv. (a) The Management has represented that, to

the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other

sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared and paid any dividend during the year.

vi. As stated in note 76 to the standalone financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2024, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility at application level as well as database level and the same has been operated throughout the year for all relevant transactions recorded in the software. except that, the audit trail logs were not enabled for changes made using privileged access rights for direct data changes at the database level. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with other

than the consequential impact of the exception given above. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention except that the audit trail at the database level for the Company has not been preserved in the accounting software for the period 1 April 2023 to 9 January 2024.

i) With respect to the matter to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, we report that the Company has paid remuneration to

its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

For Agarwal Prakash & Co.

Chartered Accountants Firms Registration No.: 005975N

Vikas Aggarwal

Partner

Membership No.: 097848 UDIN: 25097848BMMKPT9509

Place: Mumbai Date: 29 May 2025

Annexure A to the Independent Auditors Report

With reference to the Annexure A referred to in the Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended 31 March 2025, based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) (A) The Company has maintained proper

records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and Investment Property.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) According to the information, explanation and representation provided to us and based on verification carried out by us, the Companys management carries out the physical verification of Property, Plant and Equipment and Investment Property once in a year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and nature of its assets. As explained to us, no material discrepancies were noticed by the management on such physical verification.

(c) According to the information, explanation and representation provided to us and based on verification carried out by us and subject to the matters mentioned in Note 44 the title deeds of the immovable properties (other than immovable properties where the company is the lessee and the lease agreements are duly executed in the favour of the lessee), as disclosed under Investment Property in the standalone financial statements are held in the name of the Company. The title deeds are deposited with HDFC Bank Limited and Catalyst Trustee as part of the mortgage and such title deeds are not available with the Company. As mentioned in note 44 of the standalone financial statements wherein, the process of registering the title deeds of the assets transferred under the Scheme of Arrangement from Embassy Property Developments Private Limited to the Nam Estates Private Limited and further Nam

Estates Private Limited to the Company is pending as on the reporting date.

(d) According to the information, explanation and representation provided to us and based on verification carried out by us, the Company has not revalued its Property, Plant and Equipment (including Rightofuse assets) or intangible assets during the year. Accordingly, the reporting under Clause 3(i)(d) of the Order is not applicable to the Company.

(e) According to the information, explanation and representation provided to us and based on verification carried out by us, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventories held by the Company comprises

stock of units in completed projects and work in progress of the projects under development. Having regards to the nature of the Inventory, the management has conducted physical verification of inventory by way of verification of title deeds, site visits conducted and continuous project progress monitoring by competent person, at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

b) According to the information, explanation and representation provided to us and based on verification carried out by us, the Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. Accordingly, clause 3(ii)(b) of the Order is not applicable.

(iii) According to the information, explanation and representation provided to us and based on verification carried out by us, the Company has not given security or granted any advances in the nature of loans, secured or unsecured and to companies, firms, limited liability partnership or any other parties during the year. However, the Company has granted loans and provided guarantee to companies in respect to which the requisite information is as below. The Company has made investments in Companies and Limited liability partnership. Further, the Company has not made any investment in firms or any other parties.

(a) According to the information, explanation and representation provided to us and based on verification carried out by us, the Company has provided loans and provided guarantees as follows:

(H in million)

Particulars	Guarantees	Loans
Aggregate amount during the year
Subsidiaries (net of repayments of H 14,476.17 million received from subsidiaries during the year)	7,712.07	2,225.51
Balance outstanding as at balance sheet date
Subsidiaries	7,712.07	39,747.55

(b) According to the information, explanation and representation provided to us and based on verification carried out by us, the Company has not given any security, granted any advances in the nature of loans, secured or unsecured and to companies, firms, limited liability partnership or any other parties during the year. However, the Company has granted loans to its direct and indirect subsidiary companies at nil interest rate which is lower than the market rate of interest and given guarantee on behalf of subsidiary companies for the listed non convertible debentures issued during the current financial year (refer note 45). The terms and conditions of such guarantee are, prima facie, not prejudicial to the interest of the Company. In respect of such loans, we have not been provided with adequate explanation of the benefits, if any, accruing to the Company for giving such loans, we are unable to comment as to whether the terms and conditions of grant of such loans, are prima facie, prejudicial to the interest of the Company. Further, the investments made by the Company are, prima facie, not prejudicial to the interest of the Company.

(c) According to the information, explanation and representation provided to us and based on

verification carried out by us, the Company has granted loans to the subsidiary companies that are repayable on demand and are given at nil interest rate. The loans, which were, demanded during the year have been duly received. For loans outstanding at the year end, we are informed that the Company has not demanded repayment of any such loan during the year. Thus, the repayment of principal is considered to be regular.

(d) According to the information, explanation and representation provided to us and based on verification carried out by us, there are no amount of loans granted to companies, firms, or any other parties which are overdue for more than ninety days.

(e) According to the information, explanation and representation provided to us and based on verification carried out by us, there were no loans or advance in the nature of loans granted to companies or any other parties which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

(f) The Company has granted loans which are repayable on demand, as per details below

(H in million)

Particulars	All Parties	Promoters	Related Parties
Aggregate of loans
Repayable on demand (A)	39,747.55		39,747.55
Agreement does not specify any terms or period of
repayment (B)
Total (A+B)	39,747.55		39,747.55
Percentage of loans	100%		100%

(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable.

(v) According to the information, explanation and representation provided to us and based on verification carried out by us, the Company has not accepted any deposits or amounts which are

deemed to be deposits. Accordingly, clause 3(v) of the Order is not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act in respect of Companys products/services and are of the opinion that, prima facie, the prescribed accounts and records have

been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Acco rding to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including goods and services tax, provident fund, employees state insurance, incometax, salestax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited. Further, no undisputed amounts payable in respect thereof were outstanding at the yearend for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues outstanding of Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, Cess on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount Amount paid (j in under protest million) (j in million)	Period to which the amount relates	Forum where dispute is pending
Incometax Act,	Disallowance	24.77	Assessment Year	Income Tax
1961	under section 14A and other expenses		201314	Appellate Tribunal
Incometax Act,	TDS Default u/s	4.37	Assessment Year	CIT(A)
1961	201		201415
Incometax Act,	Disallowance	21.30	Assessment Year	Honble High
1961	under section		202122	Court of Mumbai
	14A
The Finance Act,	Denial of service	168.25	Financial year	CESTAT Mumbai
2004 and Service tax rules	tax input credit		201112 to 201415
The Finance Act,	Denial of service	101.94	Financial year	CESTAT Mumbai
2004 and Service	tax input credit		201617 to June
tax rules			2017
The Central Goods	Credit of EC,	1.60	Credit of Cess as	Delhi High Court
and Services Tax	SHEC and KKC		on 30/06/2017
Act, 2017	taken in TRAN1
The Central Goods	Verification of	2.23	Balance as at	Additional
and Services Tax	credit in Trans1		30/06/2017 in	Commissioner
Act, 2017 (Anti			Trans1	(AppealsII)
Evasion) The Central Goods	Mismatch of RCM	0.08	Financial Year	Deputy
and Services Tax	liability		202021	Commissioner of
Act, 2017				State Tax

(viii) According to the information, explanation and representation provided to us and based on verification carried out by us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

(ix) (a) According to the information and explanations given to us and based on the verification carried out by us, the

Company has delayed certain repayment of principal and interest thereon for its term loans during the year. However, there are no delays as on balance sheet date. Details for delay in the repayment during the year is given below:

Nature of borrowing	Name of lender		Amount not paid on due date (J in million)	Principal or Interest	No. of days delay		Remarks if any
Term Loans	HDFC Bank Limited		5.63	Interest	18		There were no
Term Loans	HDFC Bank Limited		69.14	Interest	28		outstanding dues
Term Loans	HDFC Bank Limited		35.00	Interest	31		as on date of report
Nature of borrowing		Name of lender	Amount not paid on due date (J in million)	Principal or Interest		No. of days delay		Remarks if any
Term Loans		HDFC Bank Limited	11.55	Interest		38
Term Loans		HDFC Bank Limited	15.86	Interest		41
Term Loans		HDFC Bank Limited	19.74	Interest		10
Term Loans		HDFC Bank Limited	116.65	Interest		11
Term Loans		HDFC Bank Limited	80.00	Interest		1
Term Loans		HDFC Bank Limited	55.56	Interest		6
Term Loans		HDFC Bank Limited	12.55	Interest		9
Term Loans		HDFC Bank Limited	80.00	Interest		17
Term Loans		HDFC Bank Limited	32.27	Interest		19
Term Loans		HDFC Bank Limited	59.58	Interest		36
Term Loans		HDFC Bank Limited	61.79	Interest		5
Term Loans		HDFC Bank Limited	59.80	Interest		2
Term Loans		HDFC Bank Limited	59.14	Interest		35
Term Loans		HDFC Bank Limited	30.00	Interest		12
Term Loans		HDFC Bank Limited	28.16	Interest		19

(b) According to the information and explanations given to us including and on the basis of our audit procedures, we report that the Company has not been declared a wilful defaulter by any bank or financial institution or other lender.

(c) According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable.

(d) According to the information, explanation and representation provided to us and based on verification carried out by us, and on an overall examination of the financial statements of the company, we report that no funds raised on shortterm basis have been used for longterm purposes by the company.

(e) According to the information, explanation and representation provided to us and based on verification carried out by us, and on an overall examination of the financial statements of the company, we report that the Company has taken funds from Embassy Property Developments Private Limited to meet the debt obligation of its subsidiaries i.e. Embassy East Business Park Private Limited, Embassy Infra Developers Private Limited, Embassy Orange Developers Private Limited, Reque Developers Private Limited and Embassy Realty Ventures Private Limited.

(f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries as defined under the Companies Act, 2013, however, the company has pledged its securities in certain subsidiaries against the listed nonredeemable convertible debentures issued by certain subsidiaries during the year.

(x) (a) According to the information, explanation and

representation provided to us and based on verification carried out by us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information, explanation and representation provided to us and based on verification carried out by us, the Company has made preferential allotment of equity shares during the year. In our opinion and according to the information and explanations given to us, the Company has complied with the requirements of section 42 and section 62 of the Act and the Rules framed thereunder with respect to the same. Further, the amounts so raised have been utilized by the Company for the purposes for which these funds were raised. Further, the Company did not make any private placement of fully or partially or optionally convertible debentures.

(xi) (a) During the course of our examination of the

books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) No report under subsection (12) of section 143 of the Companies Act has been filed in Form ADT4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

(c) According to the information, explanation and representation provided to us and based on verification carried out by us, there are no whistleblower complaints received by the Company during the year.

(xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under Clause 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us, and the procedures performed by us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) (a) According to the information and explanations

given to us, and the procedures performed by us, the company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit is performed as per a planned program approved by the Board of Directors of the Company. We have considered the reports of the Internal Auditor for the year under audit, issued to the Company till date.

(xv) In our opinion during the year the Company has not entered into any noncash transactions with its Directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) (a) According to the information and explanations

given to us, and the procedures performed by us, the provisions of Section 45IA of the Reserve Bank of India Act, 1934 are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any NonBanking Financial or Housing Finance Activities without obtained a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) According to the information and explanations given to us, and the procedures performed by us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

(xvii) The company has not incurred any cash losses in the current financial year but has incurred cash losses of H 5,352.66 million during the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) The Section 135 of the Companies Act, 2013 with regards to Corporate Social Responsibility are not applicable to the company during the year. Accordingly, clause 3(xx) of the Order is not applicable.

For Agarwal Prakash & Co.

Chartered Accountants Firms Registration No.: 005975N

Vikas Aggarwal

Partner

Place: Mumbai Membership No.: 097848

Date: 29 May 2025 UDIN: 25097848BMMKPT9509

Annexure B to the Independent Auditors Report

With reference to the Annexure B referred to in the Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended 31 March 2025 of even date.

Independent Auditors Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (‘the Act)

We have audited the internal financial controls with reference to standalone financial statements of Embassy Developments Limited (Formerly known as Equinox India Developments Limited, and earlier Indiabulls Real Estate Limited) (‘the Company) as of 31 March 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ‘Guidance Note) issued by the Institute of Chartered Accountants of India (the ‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to these standalone financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these standalone financial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to these standalone financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to these standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone Financial Statements

A companys internal financial controls with reference to these standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to these standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to these standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to these

standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to these standalone financial statements and such controls were operating effectively as at 31 March 2025, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Agarwal Prakash & Co.

Chartered Accountants Firms Registration No.: 005975N

Vikas Aggarwal

Partner

Place: Mumbai Membership No.: 097848

Date: 29 May 2025 UDIN: 25097848BMMKPT9509