Indiabulls Real Estate Ltd Directors Report

Dear Members

The Board of Directors (“Board”) take pleasure in presenting this 19th (nineteenth) Annual Report of Embassy Developments Limited (formerly Equinox India Developments Limited and earlier Indiabulls Real Estate Limited) (the “Company” or “EDL”), together with the audited financial statements (consolidated and standalone) of the Company for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The summary of the audited financial statements of the Company for the financial year ended March 31, 2025, are as under:

Amount (J Mn.)

Particulars	Consolidated		Standalone
	FY 202425	FY 202324	FY 202425	FY 202324
Total income	25,469.72	12,175.35	21,967.86	10,877.34
Total expenses	24,768.93	17,381.46	21,024.79	14740.71
Profit before Depreciation / Amortisation	700.79	(5206.11)	943.07	(3863.37)
Less: Depreciation / Amortisation	147.60	65.65	139.93	65.52
Profit before tax & exceptional items	553.19	(5271.76)	803.14	(3928.89)
Exceptional items, net gain	(280.00)		(280.00)
Profit/ (loss) before tax	273.19	(5271.76)	523.14	(3928.89)
Less: Tax Expense	(1756.13)	(421.18)	(2118.64)	(510.16)
Profit/ (loss) after tax before share of net profit/ (loss) of associate/ joint venture	2029.32	(4850.58)	2641.78	(3418.73)
Share of Net Profit/ (loss) in associate/ joint ventures	(92.98)	(323.37)
Profit/ (loss) after share of net profit/ (loss) of associate/ joint venture	1936.34	(5173.95)	2641.78	(3418.73)
Other Comprehensive Income, net of Income Tax	175.35	4,230.62	(1,664.73)	0.08
Total comprehensive income/ (loss) for the year	2,111.69	(943.33)	977.05	(3,418.65)

Note: In terms of the Indian Accounting Standards (‘Ind AS) the amalgamation of NAM Estates Private Limited ("Amalgamating Company 1” or "NAM Estates”) with the Company, is considered as reverse merger for financial reporting purpose. Hence, NAM Estates is considered as accounting acquirer / legal acquiree and the Company is considered as accounting acquiree / legal acquirer. In terms of the accounting treatment, the financial statements for the financial year ended March 31, 2025 comprises of the following:

Operations of NAM Estates for the premerger period, i.e., from April 1, 2024 till January 23, 2025; and

Operations of Embassy Developments Limited (as a merged entity including NAM Estates) for the period starting from January 24, 2025, i.e. date of effectiveness of scheme of amalgamation till March 31, 2025.

TRANSFER TO RESERVES

In accordance with the applicable provisions of the Companies Act, 2013, and considering the financial performance and operational requirements of the Company, no amount has been transferred to the General Reserve during the financial year 202425.

SUCCESSFUL COMPLETION OF MERGER: INTEGRATION INTO EMBASSY GROUP

The Board is pleased to report that, during the financial year 202425, after a prolonged wait and inordinate delay, the Honble National Company Law Appellate Tribunal, New Delhi Bench, by its order dated January 7, 2025, approved the Scheme of Amalgamation ("Scheme”), providing for the merger of NAM Estates Private Limited ("NAM Estates”) (an Embassy Group entity) into the Company under Sections 230232 of the Companies Act, 2013, and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Merger”).

The Merger became effective on January 24, 2025, upon which NAM Estates stood transferred and merged with the Company, resulting in an enhanced scale of operations, a stronger balance sheet, and the ability to leverage synergies across revenue generation and operational efficiencies. As consideration of Merger, the Company issued and allotted 60,91,05,999 fully paid equity shares of face value H2/ each of the Company to the shareholders of NAM Estates, as on the record date, in the manner as mentioned in the Scheme.

VISIONLED LEADERSHIP FOR FUTUREREADY GROWTH

With the successful implementation of the Merger, the Company embarks on a new chapter of growth and

transformation under the leadership of its new Promoters and Promoter Group, led by Mr. Jitendra Virwani, Chairman of Embassy Group, and Mr. Aditya Virwani, alongside affiliated individuals and entities (as listed in the table below) which collectively hold an aggregate of 42.66% controlling stake, reaffirming longterm commitment and strategic alignment:

Sl. No. Name	Category
1. Mr. Jitendra Virwani	Promoter
2. Mr. Aditya Virwani	Promoter
3. JV Holding Private Limited	Promoter
4. Mr. Karan Virwani	Promoter Group
5. Mr. Neel Virwani	Promoter Group
6. Embassy Property Developments Private Limited	Promoter Group
7. OMR Investments LLP	Promoter Group
8. Bellanza Developers Private Limited	Promoter Group

The Company is now positioned as the flagship development arm of the Embassy Group, backed by a highly experienced Board and management team focused on driving sustainable growth and longterm value creation.

Promoter Highlights:

Mr. Jitendra Virwani Visionary Promoter and driving force behind the Group, known for exceptional execution and leadership in the real estate sector

Over 30 Years of Real Estate Excellence

75+ Million Sq. Ft. of space delivered and managed across asset classes

PanIndia Presence across 22 cities, spanning commercial, residential, industrial, and hospitality segments

Pioneered Indias First Publicly Listed REIT, setting industry benchmarks

Strong partnerships with leading private equity firms and global institutional investors

Promoters hold an aggregate of 42.66% controlling stake in the Company, ensuring longterm commitment and strategic alignment

COMPANYS OVERVIEW: STRATEGIC COMBINATION DRIVING GROWTH & SYNERGIES

Strategic market presence: Targeting high growth markets (Bengaluru, MMR, NCR, Chennai)

Dual Headquarters & Talent Strength: Strategically coheadquartered at Mumbai & Bengaluru with a strong talent base of 720+ employees

Robust Development Pipeline: Projects with a Gross Development Value (GDV) estimating H49.2k crores and fully paid developable land banks of over 3,100 acres, ensuring longterm development pipeline

Strong launch and sales momentum: New project launches with GDV exceeding H22,000 Cr for FY2026 and Presales target of H5,000 Cr for FY2026, a 1.5x increase over FY2025

Cash Flow Momentum: Collection target exceeding H 2,200 crore for FY2026, reflecting strong execution and monetisation capability

The Company is now one of Indias leading real estate developers, specializing in the construction and development of residential, commercial, and Special Economic Zone (SEZ) projects across Indian cities. With a strategic focus on Bengaluru, the Mumbai Metropolitan Region (MMR), and the National Capital Region (NCR), the Company also has a presence in Chennai, Jodhpur, Vadodara, Vizag, and Indore. The Company boasts a diversified residential portfolio, offering a wellbalanced mix of highvalue and highvolume developments across midincome, premium, and luxury segments. Its portfolio of ready, ongoing, and future residential developments includes branded residences, uberluxury apartments and villas, exclusive town homes, condominiums, integrated townships, senior living communities, and contemporary homes. Committed to building a resilient ecosystem, the Company actively fosters social, economic, and environmental progress in the communities it serves.

The Company is listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) and holds a longterm debt rating of IVR A Stable from Infomerics.

TRANSFORMATION OF CORPORATE IDENTITY FOLLOWING MERGER INTEGRATION

As part of a strategic rebranding initiative in early FY 2025 and to clearly distinguish its identity from the Indiabulls Group and the erstwhile management, the Company changed its name from "Indiabulls Real Estate Limited” to "Equinox India Developments Limited”, pursuant to the issuance of a fresh Certificate of Incorporation by the Registrar of Companies, with effect from June 20, 2024. Subsequently, the equity shares of the Company began trading on the stock exchanges under the new symbol "EMBDL”, effective July 08, 2024, replacing the earlier symbol "IBREALEST.”

Subsequent to consummation of the Merger and pursuant to the approved Scheme, the Company was renamed as "Embassy Developments Limited”, pursuant to the issuance of a fresh Certificate of Incorporation by the Registrar of Companies, with effect from February 13, 2025, aligning fully with its integration into the Embassy Group and reflecting a renewed strategic direction and brand positioning in the real estate sector.

The trading symbol "EMBDL” continues to remain in effect and is considered suitably aligned with the Companys new corporate identity as Embassy Developments Limited.

RECAPITALISATION / FUND RAISING

In FY 2025, the Company undertook strategic steps to recapitalize its balance sheet and to fund ongoing projects, new launches, potential acquisitions, and general corporate purposes. Accordingly, on May 21, 2024, in compliance with the Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the shareholders resolution dated April 30, 2024 and inprinciple approvals from BSE Limited and National Stock Exchange of India Limited each dated May 9, 2024, the Company raised capital through the issuance and allotment of an aggregate of (a) 9,13,55,606 fully paid equity shares of face value H2 each of the Company ("Equity Shares”), at an issue price H111.51 (including the premium of H109.51) per Equity Share; and (b) 25,91,19,201 unlisted warrants, convertible into equivalent number of Equity Shares ("Warrants”) at an exercise price of H111.51 (including the premium of H109.51) per Warrant, via private placement to certain eligible investors for cash consideration, aggregating to approx. H3,908.14 crores, out of which, approx. H3,348.38 crores, has been received by the Company till the date of this report and balance H559.77 crore shall be realised upon receipt of 75% balance consideration on outstanding Warrants, as and when the remaining holders of the said Warrants exercise their right to convert their Warrants into equivalent number of Equity Shares, within a period of 18 months from the date of allotment, i.e. by November 20, 2025.

The Embassy group, which now forms part of the Promoter/ Promoter Group of the Company, and some other prominent investors viz Baillie Gifford, Blackstone Inc., funds managed by Quant, Poonawalla Finance etc. participated in the above preferential issue.

Detailed disclosure on change in the share capital of the Company is given under the section ‘SHARE CAPITAL / STOCK OPTIONS forming part of this Boards Report.

In addition to the aforementioned equity capital raise, the Company, during the financial year under review, also raised H120 crores through the issuance of 1,200 unlisted nonconvertible debentures (NCDs) of face value H10,00,000/ each. The issuance was undertaken on a private placement basis to selected group of investors, pursuant to the shareholders approval dated September 29, 2023, and in accordance with the applicable provisions of the Companies Act, 2013, read with the rules framed thereunder.

STRATEGIC ASSET ACQUISITIONS: BUILDING A ROBUST FUTURE

As a part of growth strategy and to build a robust pipeline of new launches, the Company, with the approval of its shareholders at its extraordinary general meeting held on April 30, 2024, acquired certain identified assets in April May 2024 from Embassy group and third parties and entered into an understanding with the Embassy group to provide a first opportunity in relation to a pipeline of potential assets.

In furtherance and continuation of exploring such further growth opportunities, the Company, with the approval of the shareholders of the Company at another extraordinary general meeting held on March 25, 2025, acquired further assets in current financial year. The move is aligned with the Companys longterm vision to enhance its portfolio with pipeline of assets for new launches with geographical focus on key southern market of Bengaluru, which has established itself as a formidable force in the real estate market, owing to its welldeveloped infra & impressive growth potential and where the Embassy group is one of the market leaders and enjoys customer confidence and operational efficiency.

Key Acquisitions in FY25 and during current FY:

Project	Location	Consideration (J Cr)	Remarks
Embassy Residency	Chennai (OMR)	119.55 (after closing adjustments to the enterprise value of H120.50 Cr)	Highrise project (1.4 msf)
Embassy Eden	North Bengaluru	465.71 (after closing adjustments to the enterprise value of H465.70 Cr)	Villa development (0.7 msf)
Embassy East Avenue	Whitefield, Bengaluru	117.28 (after closing adjustments to the enterprise value of H117.10 Cr)	Residential project (0.5 msf)
BLU Annex	Mumbai	1,150	47% FSI rights, ultraluxury residential
Sky Forest	Lower Parel, Mumbai	646.71	Highend residential project
Squadron Developers	North Bengaluru	456.61 (after closing adjustments to the enterprise value of H455 Cr)	Premium lakefacing project
Plotted Development	North Bengaluru, adjoining existing project Embassy Springs	104	9.45acre strategic land parcel

Entitlement for 68% of the share in the undivided right, title and interest in Embassy East Avenue under a joint development agreement. acquisition is yet to be completed

The above acquisitions were duly approved by the Audit Committee, the Board of Directors, and the Shareholders of the Company, wherever applicable, and were undertaken in alignment with the Companys growth strategy to build a robust pipeline of new launches and strengthen its presence in the key markets of Bengaluru and Mumbai.

In addition, in accordance with the approval of the shareholders of the Company at their extraordinary general meeting held on April 30, 2024, the Company had also entered into an agreement with Embassy Property Developments Private Limited (EPDPL), securing a right of first offer/refusal and opportunity to acquire projects/assets/future developments meeting certain conditions ("Future Assets”) over three years ("Future Asset Agreement”) and paid an advance of H150 crores, to be utilised/adjusted towards consideration of such Future Assets or to be refunded, as per agreement terms ("Future Assets Advance”). An aggregate of H50 crores, out of the Future Assets Advance, was adjusted against the consideration for acquisition of asset and balance H100 crores are to be setoff / adjusted /refunded, as per the agreement and approval of the shareholders of the Company.

DIVIDEND / TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In view of the Companys current business requirements and strategic objectives, the Board has considered it prudent not to recommend any dividend for the financial year 202425. The Companys Dividend Distribution Policy, as required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), is available on the Companys website at: https://www. embassyindia.com/policies/.

Furthermore, during the year under review, no amounts were required to be transferred to the Investor Education and Protection Fund (IEPF) in accordance with the applicable provisions of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The current Board comprises an optimal blend of professionalism and domain expertise, enabling it to uphold the Companys corporate governance framework while providing strategic leadership to realise its longterm vision and mission.

As of March 31, 2025, and as on the date of this report, the Board consists of eight directors: three (representing 37.5%) are Executive Directors, and the remaining five (representing 62.5%) are NonExecutive Directors, including the Chairman, who is a NonIndependent Nonexecutive Director and four (representing 50%) are Independent Directors, including a Woman Independent Director.

The current Board of Directors and Key Managerial Personnel (KMPs) are as follows:

Name	Category	Role/Designation
Mr. Jitendra Virwani (DIN: 00027674)	NonExecutive Director	Chairman
Mr. Aditya Virwani (DIN: 06480521)	Executive Director & KMP	Managing Director
Mr. Sachin Shah	Executive	CEO & Executive
(DIN: 00387166)	Director & KMP	Director
Mr. Rajesh Kaimal	Executive	CFO & Executive
(DIN: 03158687)	Director & KMP	Director
Mr. K. G.	NonExecutive	Independent
Krishnamurthy (DIN: 00012579)	Director	Director
Mr. Shyamm	NonExecutive	Independent
Mariwala (DIN: 00350235)	Director	Director
Mr. Javed Tapia	NonExecutive	Independent
(DIN: 00056420)	Director	Director
Ms. Tarana Lalwani	NonExecutive	Independent
(DIN: 0194 0572)	Director	Woman Director
Mr. Vikas Khandelwal	KMP	Company Secretary and Group Chief Compliance Officer

The composition of the Board is in conformity with Regulation 17 of the SEBI LODR Regulations read with Sections 149 and 152 of the Companies Act, 2013. None of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA) or any such Statutory Authority. A certificate to this effect from an independent firm of Company Secretaries in practice forms part of Corporate Governance Report, an integral part of this Annual Report.

Independent Directors

All the present Independent Directors of the Company are individuals of integrity and possess the requisite knowledge, expertise, experience, and skills necessary for effectively discharging their responsibilities as Independent Directors. Each of them has registered with the Independent Directors databank in accordance with the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI LODR Regulations. They have also affirmed compliance with the Code for Independent Directors as set out in

Schedule IV of the Act. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, in accordance with applicable provisions of the Companies Act, 2013, the terms and conditions of their appointment are available for inspection by the members at the registered office of the Company.

Changes in Board and Key Managerial Personnel, during the year

During the financial year 202425, the following changes occurred in the composition of the Board and Key Managerial Personnel ("KMP”) of the Company:

(a) Mr. K.G. Krishnamurthy (DIN: 00012579) was reappointed as an Independent Director for a second term of five consecutive years, commencing from November 9, 2024, till November 8, 2029, pursuant to the approval of shareholders at the 18th Annual General Meeting.

(b) Mr. Jitendra Virwani (DIN: 00027674), Promoter of the Company, was appointed as a NonExecutive, NonIndependent Director with effect from January 25, 2025, liable to retire by rotation. He was subsequently designated as the Chairman of the Company with effect from February 25, 2025, succeeding Mr. K.G. Krishnamurthy, who stepped down from the position of Chairman while continuing as an Independent Director on the Board.

(c) Mr. Aditya Virwani (DIN: 06480521) Promoter of the Company, was appointed as ‘Managing Director and KMP of the Company for a term of five (5) consecutive years, with effect from February 25, 2025, and is not liable to retire by rotation.

(d) Mr. Sachin Shah (DIN: 00387166), who was previously serving as Executive Director and KMP, was redesignated and appointed as ‘Chief Executive Officer (CEO) & Executive Director and KMP of the Company for a term of five (5) consecutive years, effective February 25, 2025, liable to retire by rotation.

(e) Mr. Rajesh Kaimal (DIN: 03158687) was appointed as ‘Chief Financial Officer (CFO) & Executive Director and KMP of the Company for a term of five (5) consecutive years, effective February 25, 2025, liable to retire by rotation. He succeeded Mr. Manish Kumar Sinha, who resigned from the office of CFO on the same date.

(f) Mr. Vikas Khandelwal was appointed as Company Secretary, Compliance Officer, and KMP of the Company, with effect from February 25, 2025, and has been designated as Company Secretary and Group Chief Compliance Officer. He succeeded Mr. Chandra Shekher Joshi, who resigned from the position on the same date.

The appointments of Mr. Jitendra Virwani, Mr. Aditya Virwani, Mr. Sachin Shah, and Mr. Rajesh Kaimal, as above on the Board, were approved and confirmed by the shareholders of the Company at the extraordinary general meeting held on March 25, 2025.

Further, Mr. Praveen Kumar Tripathi (DIN: 02167497), NonExecutive Independent Director, ceased to hold office with effect from March 30, 2025, upon completion of his second consecutive term, in accordance with the provisions of the Companies Act, 2013 and SEBI LODR Regulations. The Board of Directors places on record its deep appreciation for the invaluable guidance, dedication, and contributions of Mr. Praveen Kumar Tripathi during his tenure as an Independent Director. The Board also acknowledges the significant services rendered by Mr. Manish Kumar Sinha as Chief Financial Officer and Mr. Chandra Shekher Joshi as Company Secretary and Compliance Officer during their respective tenures with the Company.

Reappointment of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sachin Shah, Chief Executive Officer & Executive Director, is liable to retire by rotation at the ensuing 19th Annual General Meeting ("AGM”) and, being eligible, has offered himself for reappointment.

Additionally, the current tenures of Mr. Javed Tapia, Ms. Tarana Lalwani, and Mr. Shyamm Mariwala, all NonExecutive Independent Directors, are due for completion in February 2026. In view of the upcoming conclusion of their terms, and in line with the longterm succession and governance strategy of the Company, the Nomination and Remuneration Committee undertook a structured performance evaluation of these directors, including Mr. Shah. The evaluation focused on various parameters such as attendance and participation, strategic contributions, industry knowledge, adherence to governance frameworks, and alignment with the Companys values and business vision.

Based on the outcome of this evaluation and the demonstrated value each Director continues to bring to the Board, the Committee recommended their respective reappointments. Accordingly, the Board of Directors, at its meeting held on August 26, 2025, after due consideration of the Committees recommendations, approved and recommended to the shareholders for their approval:

the reappointment of Mr. Sachin Shah as a Director, liable to retire by rotation.

the reappointment of Mr. Javed Tapia as NonExecutive Independent Director for a second term of three consecutive years commencing from February 27, 2026 and reappointments of Ms. Tarana Lalwani,

and Mr. Shyamm Mariwala, as NonExecutive Independent Directors for a second term of three consecutive years commencing from March 1, 2026.

The Board is of the view that the continued association of these Directors will ensure sustained leadership continuity and help preserve the Boards collective strength in terms of functional diversity, institutional memory, and strategic oversight. Their reappointment supports the Companys ongoing transformation and growth trajectory, especially during a phase of significant integration and expansion. Each of these Directors brings deep industry insights, an unwavering commitment to corporate governance and best business practices, and the ability to exercise independent judgment in complex business scenarios. Their presence on the Board reinforces transparency, accountability, and stakeholder confidence, and aligns with the Companys longterm objective of creating sustainable value for shareholders.

Disclosures pursuant to Regulation 36 of the SEBI LODR Regulations, 2015, Secretarial Standards, and other applicable provisions·including brief profiles, expertise, and details of other directorships and committee memberships·are provided in the Notice of the 19th AGM.

SHARE CAPITAL / STOCK OPTIONS Changes in authorized share capital

During the year under review, the authorized share capital of the company has been increased from ‘H514,00,00,000/ divided into 75,00,00,000 equity shares of H2/ each and 36,40,00,000 preference shares of H10/ each to ‘H1434,27,00,000/ divided into 660,13,50,000 equity shares of H2/ each and 11,40,00,000 preference shares of H10/ each.

The changes in the authorized share capital of the Company during the period under review, are as enumerated below:

(a) Reclassification of authorized share capital: The

authorized share capital of the Company was reclassified pursuant to the approval of the members in their extraordinary general meeting held on April 30, 2024, from H514,00,00,000/ divided into 75,00,00,000 equity shares of H2/ each and 36,40,00,000 preference shares of H10/ each to ‘H514,00,00,000/ divided into 200,00,00,000 equity shares of H2/ each and 11,40,00,000 preference shares of H10/ each.

(b) Increase in authorised share capital pursuant to the Scheme of Amalgamation: Upon the scheme of amalgamation of NAM Estate Private Limited ("NAM Estates”) came into effect, the entire authorized share capital of NAM Estates, i.e. H920,27,00,000/ comprising 92,02,70,000 equity shares of face value of H10/ each, stood transferred and merged to the authorized share capital of the Company and consequently, the authorized share capital of the

Company stood increased from ‘H514,00,00,000/ divided into 200,00,00,000 equity shares of H2/ each and 11,40,00,000 preference shares of H10/ each to ‘H1434,27,00,000/ divided into 660,13,50,000 equity shares of H2/ each and 11,40,00,000 preference shares of H10/ each.

Changes in PaidUp Share Capital

During the financial year 202425 and up to the date of this report, the Company has undertaken significant changes in its paidup share capital, summarized as follows:

As on April 1, 2024:

Paidup share capital stood at H108,33,50,662/ , divided into 54,16,75,331 equity shares of face value H2/ each.

As on March 31, 2025:

Increased to H244,50,75,788/, divided into

122,25,37,894 equity shares of face value H2/ each.

Post Financial Year (as on report date):

Further increased to H274,24,57,926/, divided into 137,12,28,963 equity shares of face value H2/ each.

There has been no issue of equity shares with differential rights as to dividend, voting or otherwise. Further, details regarding the changes in the paidup share capital of the Company are numerated below:

Issuance of Equity Shares and Warrants on Preferential Basis: Pursuant to the approval of the Board of the Company at its meeting held on April 5, 2024, the shareholders of the Company at their extraordinary general meeting held on April 30, 2024, and the inprinciple approvals granted by BSE Limited and the National Stock Exchange of India Limited (collectively, the "Stock Exchanges”), each dated May 9, 2024, the Company, on May 21, 2024, issued and allotted an aggregate of (i) 9,13,55,606 fullypaid equity shares of face value H2/ each of the Company ("Equity Shares”); and (ii) 25,91,19,201 unlisted warrants, each convertible into one Equity Share of the Company ("Warrants”), through a preferential issue on a private placement basis to certain eligible investors. The Warrants are convertible into an equivalent number of Equity Shares within a period of 18 (eighteen) months from the date of allotment, i.e., on or before November 20, 2025.

Conversion of Warrants into Equity Shares: During the year under review, the Company has issued and allotted an aggregate of 4,34,96,198 Equity Shares pursuant to the exercise of the right to convert Warrants into Equity Shares by certain warrant holders (comprising 19,00,000 Equity Shares on May 31, 2024, 15,40,000 Equity Shares on July 10, 2024, and 4,00,56,198 Equity Shares on March 26,

2025). As on March 31, 2025, a total of 21,56,23,003 unlisted Warrants remained outstanding and eligible for conversion. Further, subsequent to the close of the financial year 202425 and up to the date of this report, the Company has issued and allotted an additional 14,86,91,069 Equity Shares upon conversion of Warrants by certain warrantholders (comprising 9,80,23,128 Equity Shares on May 15, 2025, 2,86,97,000 Equity Shares on May 22, 2025, 1,65,90,441 Equity Shares on June 2, 2025 and 53,80,500 Equity Shares on August 20, 2025).

Accordingly, as on the date of this report, 6,69,31,934 unlisted Warrants remain outstanding for conversion.

Issuance of Equity Shares pursuant to the Scheme of Amalgamation: Upon the Scheme of Amalgamation coming into effect, as detailed earlier in this report, and in consideration of the merger of NAM Estates into the Company, the Company issued and allotted 60,91,05,999 Equity Shares to the eligible shareholders of NAM Estates, whose names appeared in the register of members as on January 24, 2025, being the record date fixed by the Company in consultation with NAM Estates. The aforesaid allotment was made in accordance with the exchange ratio determined under the Scheme, namely: "6,619 (Six Thousand Six Hundred Nineteen) equity share(s) of the Amalgamated Company of H2 (Indian Rupees Two) each for every 10,000 (Ten Thousand) equity share(s) held in the Amalgamating Company 1 of H10 (Indian Rupees Ten) each.”

Cancellation of Equity Shares held by NAM Estates due to CrossHolding: Upon the Scheme of Amalgamation coming into effect, as detailed earlier in this report, and the consequent Merger of NAM Estates into the Company, an aggregate of 6,30,95,240 Equity Shares held by NAM Estates in the Companyrepresenting approximately 9.91% of the then paidup equity share capital of the Company stood cancelled in entirety, on account of crossholding, in the manner provided under the Scheme.

Launch of ESOP scheme

During the financial year 202425, pursuant to the approval of the Board and shareholders dated February 25, 2025 and March 25, 2025, respectively, the Company launched its "Embassy Developments Limited Employee Stock Option Scheme 2025” ("Embassy ESOS 2025”), prepared in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("SEBI SBEB Regulations”). The Embassy ESOS 2025 comprises upto an aggregate of 4,50,00,000 Stock Options ("SO”) or Performance Stock Unit ("PSU”) (collectively hereinafter referred to as "Option or Options”), convertible into upto 4,50,00,000 Equity

Shares of the Company, to the Eligible Employees of the Company, its subsidiaries and group companies.

The disclosures required to be made under SEBI SBEB Regulations have been placed on the website of the Company http://www.embassvindia.com/.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN No.: INE069I01010) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 202425 have been paid. The equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges.

During the year under review, all the Global Depository Receipts (GDRs) issued by the Company were delisted from the Luxembourg Stock Exchange with effect from November 1, 2024.

PUBLIC DEPOSITS

During the financial year 202425, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, therefore the disclosures in terms of Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

AUDITS AND AUDITORS

(a) Statutory Auditors

The present term of M/s Agarwal Prakash & Co., Chartered Accountants (Firm Registration No. 005975N), the statutory auditors of the Company, who were appointed by the members of the Company at their 14th Annual General Meeting (AGM) held on September 28, 2020, for a period of five consecutive years, shall come to an end at the ensuing AGM of the Company.

Considering the eligibility of M/s Agarwal Prakash & Co., Chartered Accountants, the Board of the Company at its meeting held on August 26, 2025, upon the recommendation of Audit Committee, has considered, approved and recommended their reappointment as the statutory auditors of the Company, for another term of five consecutive years, subject to the approval of shareholders at the ensuing AGM.

The Company has received a certificate from M/s Agarwal Prakash & Co., to the effect that their appointment as Statutory Auditors, if approved by the members, shall be in accordance with the provisions of the section 141(3)(g) of the Companies Act, 2013.

The Auditors Reports issued by the existing Statutory Auditors of the Company, on both standalone and consolidated financial statements of the Company for the financial year 202425, do not contain any qualification, reservation, adverse remark or disclaimer. The report, when read together with the relevant notes to accounts and accounting policies are selfexplanatory and therefore do not call for any further explanation.

Further, in the course of performance of duties as Auditors, no offence/ fraud by the Company or against the Company or by any officer or employees has been detected or reported in terms of the provisions of Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company had appointed M/s S. Khandelwal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 202425.

The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit for the financial year 20242025. The Secretarial Audit Report, along with Annual Secretarial Compliance Report, as prescribed under Regulation 24A of SEBI LODR Regulations, for the financial year 202425, are annexed as AnnexureI(i) and AnnexureI(ii) respectively, and form part of this Report. The said reports do not contain any qualifications or adverse remarks and are selfexplanatory and therefore do not call for any further explanation. Additionally, pursuant to the provisions of Regulation 24A of SEBI LODR Regulations, the Secretarial Audit Reports of M/s Sepset Real Estate Limited, Devona Constructions Limited (formerly Indiabulls Constructions Limited), Equinox India Infraestate Limited (formerly Indiabulls Infraestate Limited) and Sky Forest Projects Private Limited (formerly Indiabulls Properties Private Limited), Indian unlisted material subsidiary(ies) of the Company for FY 202425, are annexed as AnnexureI(iii), AnnexureI(iv), AnnexureI(v) & AnnexureI(vi), respectively. The said reports do not contain any qualifications or adverse remarks and are selfexplanatory and therefore do not call for any further explanation.

Further, in the course of performance of duties as Auditors, no offence/ fraud by the Company or against the Company or by any officer or employees has been detected or reported in terms of the

provisions of Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

Furthermore, in accordance with the recent amendments in Regulation 24A of the SEBI LODR Regulations, effective from April 01, 2025, SEBI has mandated all listed entities to appoint a secretarial auditor for a period of five consecutive years, subject to the approval of its shareholders in the annual general meeting of the Company, accordingly, the Audit Committee and Board at their respective meetings held on August 26, 2025, considered and recommended the appointment of M/s GDR & Partners LLP, Company Secretaries, as secretarial auditors of the Company, for a period of 5 (five) consecutive years, i.e. from FY 2026 to FY 2030, subject to the approval of shareholders at the ensuing AGM.

(c) Cost Auditors and Cost Records

Pursuant to the applicability of section 148 of the Companies Act, 2013 read with the Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, due to post effectiveness of the scheme of amalgamation, the Company, as a merged entity, has maintained the cost records and had appointed M/s Gurvinder Chopra & Co, Cost Accountants, as Cost Auditors, for conducting the audit of the cost records of the company, for the financial year 20242025, had appointed M/s Gurvinder Chopra & Co, Cost Accountants, as Cost Auditors, for conducting the audit of the cost records of the company, for the financial year 20242025.

The report issued by the cost auditors of the Company, for the financial year 202425, does not contain any qualification, reservation, adverse remark or disclaimer.

In the course of performance of duties as cost auditors, no offence/ fraud by the Company or against the Company or by any officer or employees has been detected or reported in terms of the provisions of Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

Further, in terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, at the recommendations of Audit Committee, had reappointed M/s Gurvinder Chopra & Co, Cost Accountants as Cost Auditors to conduct the audit of the cost records of the Company for the FY 202526 at such remuneration as may be recommended by the board and ratified by the Shareholders of the Company at their ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)”, the Company, as a group directly or through subsidiaries, has been undertaking projects in the areas specified under its CSR Policy (available on your Companys website at web link https://www.embassyindia. com/wpcontent/uploads/2025/03/EMBDLcorporate socialresponsibilitvpolicv.pdf) in accordance with Schedule VII of the Companies Act, 2013, read with the relevant Rules.

In terms of the applicable provisions of Section 135 of the Companies Act 2013, read with relevant Rules framed thereunder, since the Company had average net losses during immediately preceding three financial years, the Company was not required to contribute any amount towards CSR activities during the financial year 202425. However, during the financial year 202425, the Company through its subsidiaries was required to contribute H2.47 million towards CSR activities. The said amount was duly spent in the field of promotion of sports and education initiatives etc.

An Annual Report on CSR, containing relevant details, is annexed as AnnexureII, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of SEBI LODR Regulations, the Managements Discussion and Analysis Report, has been provided in a separate section as an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company remains committed to the highest standards of corporate governance and ethical business practices across all operations. With a strong focus on transparency, accountability, and stakeholder engagement, it aims to create longterm value for shareholders and partners. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI LODR Regulations, the Corporate Governance Report, together with a certificate from a practicing company secretary confirming compliance with the corporate governance requirements, has been provided in a separate section as an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, a Business Responsibility and Sustainability Report (BRSR), describing the initiatives taken by the Company from environmental, social and governance perspective has been made available on the website of the Company at https://www.embassyindia.com/ annualreports/.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Section 134(3) of the Companies Act, 2013, hereby state and confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2025 and the profit and loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls are in place and such financial controls are adequate and are operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

WEB LINK OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Companies Act, 2013, read with relevant rules framed thereunder, the annual return of the Company as on March 31, 2025 in prescribed format is available on the website of the Company at web link https://www.embassyindia. com/agmnotice/.

BOARD MEETINGS

During the financial year 202425, total 9 (Nine) Board meetings were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Companies Act, 2013. The notice and agenda including all material information and minimum information required to be made available to the Board under SEBI LODR Regulations, were circulated to all directors, well within the prescribed time, before the meeting or placed at the meeting with

the permission of majority of Directors (including the Independent Directors). During the financial year 202425, a separate meeting of the Independent Directors was held on January 10, 2025, without the presence of nonindependent directors and the members of the Company management.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Nomination & Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s) and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors/members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution, role of Chairman and management of conflict of interest.

Basis these parameters, the NRC had reviewed at length the performance of each director individually and expressed satisfaction on the process of evaluation and the performance of each Director. The performance evaluation of the Board as a whole and its committees, namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee, as well as the performance of each director individually, including the Chairman, was carried out by the entire Board of Directors. The performance evaluation of Nonindependent Directors and the Board as a whole was carried out by the Independent Directors at their meeting held on January 10, 2025. The Directors expressed their satisfaction with the evaluation process.

Also, the Chairman or Executive Directors of the Company, on a periodic basis, has had onetoone discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by Directors either individually or collectively during different board/committee meetings.

POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations, the Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs) and their remuneration and also

available at the website of the Company i.e. https:// www.embassyindia.com/wpcontent/uploads/2025/03/ EMBDLnominationandremunerationpolicy.pdf. The Remuneration Policy is stated in the Corporate Governance Report which is presented in a separate section as an integral part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 202425, in terms of the provisions of Section 186 (1) of the Companies Act, 2013, the Company did not make any investments through more than two layers of investment companies. The Companys investment/loans/guarantees, during the financial year 202425, were in compliance with the provisions of section 186 of the Companies Act, 2013, particulars of which are captured in financial statements of the Company, wherever applicable and required, forming part of this Annual Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 202425, no materially significant related party transaction was entered by the Company with its key managerial personnel(s) or other designated persons, which may have potential conflict with the interest of the Company at large. All transactions entered into by the Company with its related parties (RPTs) including material RPTs and modification(s) thereof, were approved by audit committee / Board/ shareholders wherever required, in their respective meetings, in terms of the provisions of the Companies Act, 2013 and SEBI LODR Regulations, and were on an arms length basis and in the ordinary course of business and duly disclosed in the financial statements of the Company.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC2 is not applicable to the Company for FY 202425, however, a disclosure on material RPTs is uploaded on the website of the Company, voluntarily, at https://www. embassyindia.com/annualreports/.

The Policy on materiality of Related Party Transactions and also on dealing with such transactions is available on the website of the Company at https://www.embassvindia. com/wpcontent/uploads/2025/03/EMBDLpolicvfor dealingwithrpt.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the financial year 202425, M/s R N Marwah & Co. LLP were appointed as the Internal Auditors of the Company. The Company has an elaborate system of internal controls commensurate with its size, scale and operations, which also covers financial controls, financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities

are discharged effectively. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies of the Company and its subsidiaries. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company. Based on the report of the internal auditors, process owners undertake corrective actions in their respective areas and thereby strengthen the controls.

MATERIAL CHANGES AND COMMITMENTS

Other than those disclosed in this Report and Corporate Governance Report, an integral part of this Report, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year, i.e., March 31, 2025, and the date of this Report, and no significant or material orders have been passed by any regulators, courts, or tribunals that may impact the going concern status or the Companys future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, is as under:

A. Conservation of Energy

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an ongoing process, the followings are (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the Company for utilising alternate sources of energy; and (iii) the capital investment on energy conservation equipment.

The Company has been able to reduce energy consumption by using star rated appliances where possible and also through the replacement of CFL lights with LED lights. Monitoring resource usage, improved process efficiency, reduced waste generation and disposal costs have also supported the cause. The Company continues to explore collaboration with contractors/partners that ensure conservation of energy and resources. On this front, the Company promotes the use of innovative technologies such as green buildings and other energy efficient measures for construction of their projects. Some of the best practices undertaken for the conservation of energy are:

1) Comprehensive energymodeling during the design stage to achieve energy conservation while meeting the functional requirements for both residential and commercial projects,

2) Using passive techniques for cooling such as optimum building envelope design, wherever possible,

3) Selecting climate appropriate material for the building,

4) Using energy saving LED light fixtures,

5) Conservation of energy at all of its offices by replacing lighting system with LEDs, installation of star energy conservation air conditioning systems, installation of automatic power controllers to save maximum demand charges and energy, installation of TFT monitors that saves power, and periodic Training sessions for employees on ways to conserve energy in their individual roles. Solar energy is the alternate source of energy integrated/being integrated into our projects and their operations. As a part of the green building guidelines followed by us, companys endeavor is to utilize solar energy to meet the energy.

B. Technology Absorption

The Company has implemented best of the class applications to manage and automate its business processes to achieve higher efficiency, data integrity and data security. It has helped it in implementing best business practices and shorter time to market new schemes, products and customer services. The Companys investment in technology has improved customer services, reduced operational costs and development of new Business opportunities.

I. The efforts made towards technology absorption:

The Company is investing in cutting edge technologies to upgrade its infrastructure set up and innovative technical solutions, thereby increasing customer satisfaction & employee efficiency. The Companys endeavor is to use upgraded, advance and latest technology machines, equipment etc, which improves customer delight and employee efficiency. Some of the initiatives are: Deployment of machines to substitute manual work partly or fully, the improvement of existing or the development/ deployment of new construction technologies to speed up the process and make construction more efficient, using LED lighting for common areas of our developments and in our office buildings, using timers for external lighting and basement lighting in some of our projects for switching lights on/off as per peak and nonpeak hours. The Company promotes the use of electronic means of communication with its shareholders by sending electronic communication for confirmation of payments and other similar purposes. The Company

also encourages the use of electronic mode of communications to and from all its stakeholders. Soft copies of the annual report(s) along with the notice convening the Annual General Meeting(s) were sent to its shareholders so as to minimize the usage of paper.

II. The benefits derived like product improvement, cost reduction, product development or import substitution:

The Companys approach in adopting technology has improved customer satisfaction, reduced operational cost and created new opportunities for development of businesses. Also, there is cost reduction in the administration and construction, through utilisation of scheduling and planning, efficient practices, prefabricated components, etc. Some of the initiatives are: Indepth planning of construction activities to achieve shorter timelines and reduced consumption of man and material at site, organising/scheduling/ structuring the work in tandem with job descriptions to ensure efficiency, engaging specialised subcontractors/ consultants to complete tasks efficiently, introducing rules and regulations based on national and international standards and internal classifications, monitoring performance at projects and administrative offices.

III. Information regarding imported technology (imported during last 3 years) and expenditure incurred on Research & Development:

Not Applicable, since the Company has not imported any technology or incurred expenses of research & Development, during such period.

C. Foreign Exchange Earnings and Outgo

During the financial year 202425, there were no foreign exchange earnings (previous year Nil). Details of the foreign exchange outgo, are given below:

Amount Jin Mn.)

Particulars	FY 202425	FY 202324
Technical Support Expenses	0.00	0.40
Professional & Consultancy Charges	0.00	7.00
Brokerage Charges	6.73	0.00
Software Charges	0.26	0.00
Total	6.99	7.40

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 21 of SEBI LODR Regulations, the Company has formulated robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks

to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company and its subsidiaries at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence.

The Company have a duly constituted Risk Management Committee, details of which are disclosed in the Corporate Governance Report forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as AnnexureIII to this Report.

FAMILIARISATION PROGRAMME FOR NONEXECUTIVE DIRECTORS

NonExecutive Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Companys strategy, business model, product and service offerings, customers & shareholders profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company. The board is also periodically briefed on the various changes, if any, in the regulations governing the conduct of nonexecutive directors including independent directors. The details of the familiarisation programmes have been hosted on the website of the Company and can be accessed on the link: https://www. embassvindia.com/policies/.

CREDIT RATING

The details of credit ratings received during the financial year 202425 and the credit rating position as on March 31, 2025, are provided in the Corporate Governance Report, which forms an integral part of this Report.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

During the financial year 202425, pursuant to the acquisition of certain assets/projects and the implementation of the Merger, as detailed in this Report, the following entities became direct or indirect wholly owned subsidiaries of the Company:

(a) RGE Constructions and Developments Private Limited;

(b) Vigor Developments Private Limited;

(c) SPERO Properties and Services Private Limited;

(d) Sky Forest Projects Private Limited (formerly Indiabulls Properties Private Limited);

(e) Sion Eden Developers Private Limited;

(f) Equinox Developments Private Limited;

(g) Summit Developments Limited (formerly Summit Developments Private Limited);

(h) Embassy East Business Park Limited (formerly Embassy East Business Park Private Limited);

(i) Embassy Realty Ventures Private Limited;

(j) Embassy Infra Developers Limited (formerly Embassy Infra Developers Private Limited);

(k) Embassy Orange Developers Limited (formerly Embassy Orange Developers Private Limited);

(l) Logus Projects Limited (formerly Logus Projects Private Limited);

(m) Ardor Projects Limited (formerly Ardor Projects Private Limited);

(n) Cereus Ventures Limited (formerly Cereus Ventures Private Limited and earlier Envoi Edtech Private Limited);

(o) Virtuous Developments Limited (formerly Virtuous Developments Private Limited);

(p) Embassy One Commercial Property Developments Limited (formerly Embassy One Commercial Property Developments Private Limited);

(q) Embassy International Riding School (Section 8 Co.);

(r) Embassy One Developers Private Limited;

(s) Basal Projects Private Limited;

(t) Cohort Projects Limited (formerly Cohort Projects Private Limited); and

(u) Reque Developers Private Limited

Additionally, EmbassyColumbia Pacific ASL Private Limited became a Joint Venture of the Company pursuant to the implementation of the aforementioned Merger.

Further, during the year under review, four entities viz Aurora Builders and Developers Limited, Hermes Builders and Developers Limited, Indiabulls Housing and Land Development Limited, and Indiabulls Housing Developers Limited ceased to be subsidiaries of the Company as a result of voluntary strikingoff in accordance with the provisions of the Companies Act, 2013.

Consequently, as on March 31, 2025, the Company had 189 subsidiaries. Among them, four subsidiaries viz Equinox India Infraestate Limited (formerly Indiabulls Infraestate Limited), Devona Constructions Limited (formerly Indiabulls Constructions Limited), Sepset Real Estate Limited and Sky Forest Projects Private Limited (formerly Indiabulls Properties Private Limited) were classified as material subsidiaries of the Company for the financial year 202425.

Further, during the current financial year and till the date of this Report, the Company has acquired Squadron Developers Private Limited on June 26, 2025.

Consolidated Financial Statements and Financial Statement of Subsidiaries

Pursuant to Section 129 of the Companies Act, 2013, the Company has prepared its consolidated financial statements along with all its subsidiaries, in the same form and manner, as that of the Company, which along with its standalone financial Statements shall be laid before the shareholders at the ensuing 19th AGM. The consolidated financial statements of the Company, for the financial year ended March 31, 2025, forms part of this annual report.

For performance and financial position of each of the subsidiaries of the Company, along with other related information required pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, the members are requested to refer to the consolidated and standalone financial statements of the Company along with the statement pursuant to section 129(3) of the Companies Act, 2013, in the prescribed Form AOC 1, forming part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of each of subsidiaries, are also available on the website of the Company. Shareholders may write to the Company for the annual financial statements of subsidiary companies. Further, the documents shall also be available for inspection by the shareholders at the registered office of the Company.

COMMITTEES OF THE BOARD

In compliance with the relevant provisions of applicable laws and statutes, the Company has the following Board constituted committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Risk Management Committee; and

e) Corporate Social Responsibility Committee

The details with respect to composition, power, role, terms of reference etc. of each of these committees are given in the Corporate Governance Report forming part of this Annual Report.

The Board also constitutes specific committee(s) from time to time, depending on emerging business needs. The terms of reference of the committees are approved, reviewed and modified by the Board. The board had constituted Operations Committee for dealing with various administrative and operational matters. Further, w.e.f. February 25, 2025, the Company dissolved the Compensation Committee (by entrusting its power to NR Committee) and other specific committees i.e.

Restructuring Committee, Reorganisation Committee and FundRaising Committee, upon fulfilment of the purposes for which they were formed.

The composition of above committees of the Company is available on the website of the Company at https://www. embassyindia.com/boardcommittees/.

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board of Directors confirms and state that the Company has complied with the applicable Secretarial Standards, SS1 and SS2 relating to Meetings of the Board, its committees and the General Meetings respectively, issued by the Institute of Company Secretaries of India as amended from time to time.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

In the beginning of the financial year 202425, neither any case of sexual harassment was pending with the Company nor any such case was received during the year. Further, no complaints were pending for resolution for more than 90 days.

The Company has an Internal Complaints Committee (ICC) in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company confirms compliance with the provisions relating to the constitution and functioning of the Internal Complaints Committee under the aforementioned Act.

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company hereby affirms its unwavering commitment to ensuring full compliance with the provisions of the Maternity Benefit Act, 1961. In line with the said act, the Company guarantees that all eligible female employees are provided with the entitled maternity benefits, including paid maternity leave and related welfare provisions. The Company has implemented such measures that prioritize the health, wellbeing, and dignity of women employees, reinforcing its dedication to fostering an inclusive and supportive work environment.

DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year 202425, no application was made and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016, as on March 31, 2025.

DETAILS OF VALUATION IN CASE OF ONETIME SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS

During the financial year 202425, the Company did not undertake any onetime settlement in respect of loans obtained from banks or financial institutions. Accordingly, no valuation was required to be carried out in this regard.

CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY / SIGNIFICANT DEVELOPMENTS

The subsisting agreements, as required under Clause 5A of Paragraph A, Part A, Schedule III pursuant to Regulation 30A and Paragraph G of Schedule V of the SEBI LODR Regulations, were disclosed to the stock exchanges on April 5, 2024, and April 8, 2024. The disclosures are available on the websites of the Company, BSE Limited, and the National Stock Exchange of India Limited.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company remains committed to upholding the highest standards of ethical, moral, and legal conduct in the conduct of its business affairs. To maintain these standards, the Company has implemented the Whistle Blower Policy ("Policy”) as a framework for employees to report matters of concern, without the risk of victimisation, discrimination, or disadvantage.

The Policy is applicable to all employees of the Company and its subsidiaries. Pursuant to the Policy, whistle blowers may raise concerns pertaining to violations such as breach of the Companys Code of Conduct, fraud, bribery, corruption, misappropriation of assets, regulatory noncompliance, employee misconduct, and other unethical practices.

The whistleblowing mechanism, as outlined in the Policy, encourages employees to act responsibly in safeguarding the integrity and reputation of the Company and its subsidiaries. The Policy seeks to ensure that genuine concerns are raised through a structured process and addressed promptly, thereby promoting sound corporate governance. The Whistle Blower Policy is accessible on the Companys website at https://www. embassvindia.com/policies/

The Audit Committee, constituted by the Board, plays a central role in the administration of the whistleblower mechanism and oversees the resolution of all serious complaints, including those involving financial improprieties.

During the financial year 202425, no complaint was received under the Policy, and no individual was denied access to the Audit Committee or its Chairperson.

GREEN INITIATIVES

In support of the Green Initiative in Corporate Governance launched by the Ministry of Corporate Affairs (MCA), the Company has previously requested shareholders to register their email addresses with the Company or its Registrar and Share Transfer Agent (RTA) to facilitate the receipt of reports, financial statements, notices, and other communication in electronic form. However, certain shareholders have yet to complete this registration. Such shareholders are once again requested to register their email addresses by writing to ir@embassyindia.com to ensure timely and paperless communication.

The MCA and SEBI, through various circulars, have granted exemptions to companies from dispatching physical copies of Annual Reports and Notices. Accordingly, shareholders are strongly encouraged to keep their email addresses updated with the Company to receive important correspondence in a prompt and efficient manner.

In compliance with applicable provisions of the Companies Act, 2013, SEBI LODR Regulations, and the aforementioned MCA/SEBI circulars, the 19th Annual General Meeting (AGM) of the Company is being held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without the physical presence of Members at a common venue. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company, which shall be the deemed venue for the AGM.

Electronic copies of the Annual Report for FY 202425 and the Notice of the 19th AGM have been sent to all Members whose email addresses are registered with the

Place: Mumbai Date: August 26, 2025

Company or Depository Participants. Members who have not received the same may download these documents from the website of the Company www.embassvindia.com. BSE Limited www.bseindia.com or National Stock Exchange of India Limited www.nseindia.com.

To facilitate shareholder participation, the Company is providing evoting facilities to all Members to enable them to cast their votes electronically on the resolutions set forth in the Notice of the 19th AGM. This facility is in accordance with Section 108 of the Companies Act, 2013, applicable rules made thereunder, and the SEBI LODR Regulations. Detailed instructions for evoting are provided in the AGM Notice.

Additionally, for Members who have not availed the remote evoting facility, Instapoll will be made available during the AGM by KFin Technologies Limited to enable voting during the meeting.

DIRECTORS AND OFFICERS INSURANCE (“D&O INSURANCE”)

In accordance with Regulation 25(10) of the SEBI LODR Regulations, the Company has procured Directors and Officers Insurance (D&O Insurance) for all the Directors. This insurance covers all risks as may be determined by the Board of Directors, providing financial protection against liabilities arising from their fiduciary responsibilities and decisions taken in their official capacity.

ACKNOWLEDGEMENT

The Board of Directors expresses its sincere appreciation for the professionalism, integrity, dedication, and relentless efforts demonstrated by employees across all levels of the Company. Their commitment continues to drive operational excellence, innovation, and sustainable growth. The Board also extends its heartfelt gratitude to all stakeholders, including shareholders, clients, investors, business partners, bankers, regulatory bodies, and government authorities, for their continued trust, guidance, and unwavering support during the year under review.

For and on behalf of the Board

Sd/ Sd/

Aditya Virwani Rajesh Kaimal

Managing Director CFO & Executive Director

DIN: 06480521 DIN: 03158687

AnnexureI(i)