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:

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 pre-merger 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 2024-25.

SUCCESSFUL COMPLETION OF MERGER:
INTEGRATION INTO EMBASSY GROUP

The Board is pleased to report that, during the financial
year 2024-25, after a prolonged wait and inordinate delay,
the Hon'ble 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 230-232 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.

VISION-LED LEADERSHIP FOR FUTURE-READY
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 long-term commitment and
strategic alignment:

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 long-term
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

• Pan-India Presence across 22 cities, spanning
commercial, residential, industrial, and
hospitality segments

• Pioneered India’s 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 long-term
commitment and strategic alignment

COMPANY’S OVERVIEW: STRATEGIC
COMBINATION DRIVING GROWTH & SYNERGIES

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

• Dual Headquarters & Talent Strength: Strategically
co-headquartered 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 long-term development pipeline

• Strong launch and sales momentum: New project
launches with GDV exceeding H22,000 Cr for FY2026
and Pre-sales 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 India’s 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 well-balanced
mix of high-value and high-volume developments across
mid-income, premium, and luxury segments. Its portfolio
of ready, ongoing, and future residential developments
includes branded residences, uber-luxury 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 long-term 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 Company’s 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 shareholder’s resolution dated April 30, 2024 and
in-principle 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 Board’s 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 non¬
convertible 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 extra-ordinary 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 extra-ordinary
general meeting held on March 25, 2025, acquired further
assets in current financial year. The move is aligned with the
Company’s long-term 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 well-developed infra & impressive growth potential
and where the Embassy group is one of the market leaders
and enjoys customer confidence and operational efficiency.

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 Company’s 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 extra-ordinary
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 set-off / 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 Company’s current business requirements
and strategic objectives, the Board has considered it
prudent not to recommend any dividend for the financial
year 2024-25. The Company’s 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 Company’s 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 Company’s corporate governance framework
while providing strategic leadership to realise its long¬
term 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 Non-Executive Directors,
including the Chairman, who is a Non-Independent
Non-executive 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:

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 2024-25, 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 re¬
appointed 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 Non-Executive,
Non-Independent 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 re¬
designated 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 extra-ordinary
general meeting held on March 25, 2025.

Further, Mr. Praveen Kumar Tripathi (DIN: 02167497),
Non-Executive 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.

Re-appointment 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 re-appointment.

Additionally, the current tenures of Mr. Javed Tapia,
Ms. Tarana Lalwani, and Mr. Shyamm Mariwala, all Non¬
Executive Independent Directors, are due for completion
in February 2026. In view of the upcoming conclusion of
their terms, and in line with the long-term 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 Company’s 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 re-appointments. Accordingly, the Board of
Directors, at its meeting held on August 26, 2025, after
due consideration of the Committee’s recommendations,
approved and recommended to the shareholders for
their approval:

• the re-appointment of Mr. Sachin Shah as a Director,
liable to retire by rotation.

• the re-appointment of Mr. Javed Tapia as Non¬
Executive Independent Director for a second term of
three consecutive years commencing from February
27, 2026 and re-appointments of Ms. Tarana Lalwani,

and Mr. Shyamm Mariwala, as Non-Executive
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 Board’s collective strength in terms
of functional diversity, institutional memory, and strategic
oversight. Their re-appointment supports the Company’s
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 Company’s long-term 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) Re-classification of authorized share capital: The

authorized share capital of the Company was re¬
classified pursuant to the approval of the members
in their extra-ordinary 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 Paid-Up Share Capital

During the financial year 2024-25 and up to the date of this
report, the Company has undertaken significant changes
in its paid-up share capital, summarized as follows:

• As on April 1, 2024:

Paid-up 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 paid-up 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 extra¬
ordinary general meeting held on April 30, 2024, and
the in-principle 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 fully-paid
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 2024-25 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 warrant-holders
(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 Cross-Holding: 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
Company-representing approximately 9.91% of the
then paid-up equity share capital of the Company-
stood cancelled in entirety, on account of cross¬
holding, in the manner provided under the Scheme.

Launch of ESOP scheme

During the financial year 2024-25, 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 2024-25 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 2024-25, 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
re-appointment 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 2024-25, 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 self-explanatory 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 2024-25.

The Company has provided all assistance, facilities,
documents, records and clarifications etc. to the
Secretarial Auditors for conducting their audit for
the financial year 2024-2025. The Secretarial Audit
Report, along with Annual Secretarial Compliance
Report, as prescribed under Regulation 24A of SEBI
LODR Regulations, for the financial year 2024-25,
are annexed as Annexure-I(i) and Annexure-I(ii)
respectively, and form part of this Report. The said
reports do not contain any qualifications or adverse
remarks and are self-explanatory 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 2024-25, are annexed as Annexure-I(iii),
Annexure-I(iv), Annexure-I(v) & Annexure-I(vi),
respectively. The said reports do not contain any
qualifications or adverse remarks and are self¬
explanatory 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 2024¬
2025, 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 2024-2025.

The report issued by the cost auditors of the
Company, for the financial year 2024-25, 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 re-appointed M/s Gurvinder
Chopra & Co, Cost Accountants as Cost Auditors
to conduct the audit of the cost records of the
Company for the FY 2025-26 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
Company’s website at web link https://www.embassyindia.
com/wp-content/uploads/2025/03/EMBDL-corporate-
social-responsibilitv-policv.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 2024-25.
However, during the financial year 2024-25, 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 Annexure-II, 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 Management’s
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 long-term 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/

pinni lAl-ronnrfc;/

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/agm-notice/.

BOARD MEETINGS

During the financial year 2024-25, 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 2024¬
25, a separate meeting of the Independent Directors
was held on January 10, 2025, without the presence of
non-independent 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 Non-independent 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 one-to-one 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/wp-content/uploads/2025/03/
EMBDL-nomination-and-remuneration-policy.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 2024-25, 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
Company’s investment/loans/guarantees, during the
financial year 2024-25, 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 2024-25, 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 arm’s 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
AOC-2 is not applicable to the Company for FY 2024-25,
however, a disclosure on material RPTs is uploaded on
the website of the Company, voluntarily, at https://www.
embassyindia.com/annual-reports/.

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/wp-content/uploads/2025/03/EMBDL-policv-for-
dealing-with-rpt.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

During the financial year 2024-25, 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 Company’s 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 energy-modeling 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,
company’s 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
Company’s 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 Company’s 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 non-peak 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 Company’s 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: In-depth planning
of construction activities to achieve shorter
time-lines and reduced consumption of man
and material at site, organising/scheduling/
structuring the work in tandem with job
descriptions to ensure efficiency, engaging
specialised sub-contractors/ 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 2024-25, there were no
foreign exchange earnings (previous year Nil). Details
of the foreign exchange outgo, are given below:

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
Annexure-III to this Report.

FAMILIARISATION PROGRAMME FOR NON¬
EXECUTIVE DIRECTORS

Non-Executive 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 Company’s
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 non-executive 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 2024-25 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 2024-25, 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, Embassy-Columbia 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 striking-off 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 2024-25.

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 Fund-Raising 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/board-committees/.

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board of Directors confirms and state that the
Company has complied with the applicable Secretarial
Standards, SS-1 and SS-2 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 2024-25, 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, well-being, 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 2024-25, 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 ONE¬
TIME SETTLEMENTS WITH BANKS OR
FINANCIAL INSTITUTIONS

During the financial year 2024-25, the Company did not
undertake any one-time 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 Company’s Code of Conduct,
fraud, bribery, corruption, misappropriation of assets,
regulatory non-compliance, employee misconduct, and
other unethical practices.

The whistle-blowing 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 Company’s 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 2024-25, 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 2024-25
and the Notice of the 19th AGM have been sent to all
Members whose email addresses are registered with the

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 e-voting 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 e-voting are
provided in the AGM Notice.

Additionally, for Members who have not availed the
remote e-voting facility, Insta-poll 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

Place: Mumbai Managing Director CFO & Executive Director

Date: August 26,2025 DIN: 06480521 DIN: 03158687