Your Directors have pleasure in presenting the Seventeenth Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2023.

Financial Highlights

The highlights/summary of the consolidated financial results of the Company for the financial year ended March 31, 2023, are as under:

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the financial year 2022-23.

REVIEW OF BUSINESS OPERATIONS

Your Company is a prominent real estate developer in the Mumbai Metropolitan Region ("MMR") and the National Capital Region ("NCR") of India. It has a diversified presence in residential real estate developments across the Mid-income, Premium and Luxury price categories. Geographically, the strategic focus is in key markets of MMR and NCR.

As of March 31, 2023, inventory amounts to a total Saleable Area of 12.4 million square feet, out of which 9.1 million square feet is located in the MMR region and 3.3 million square feet was located in the NCR & Other region. Your Company has 11 residential projects and 4 commercial projects in MMR, NCR, Jodhpur, Vadodara, Vizag in various stages of Completion.

Your Company's core competency lies in managing the real estate value chain as we have in-house capabilities to deliver a project from conceptualization to completion. It believes that a significant competitive differentiator for us has been our track record in delivering strategically-located large scale projects with high quality construction and sustainable practices. The technical and design team aim to ensure efficient and quality developments. It believes in the human capital and technology-enabled systems to successfully manage large construction projects with timely and quality execution and delivery and years of on the ground industry experience. Your Company's emphasis on safety in all phases of construction. It believes that its understanding of the relevant real estate market, positive perception, innovative design and marketing and branding techniques enable us to attract customers.

Business Achievements & Operational Highlights:

• The Company successfully placed QIP of ' 865 Cr. (USD 114mn) @ ' 101.10 per share, trading of the new shares commenced on April 18, 2022.

• Consolidated gross debt of the company ' 256 Cr, Cash & cash equivalents at ' 608 Cr; Net cash positive of ' 352 Cr post debt as on March 31, 2023. Rating agency has assigned Long-term rating of "AA-" and Short-term rating of "A1 ".

• Total Gross Collections for FY 22-23 is ' 1,746 Cr., with Pre-sales of ' 958 Cr.

• Total Net Surplus from completed inventory and projects that are currently ongoing stands at ' 3,284 Cr. as at March 31,

2023.

• Total sold receivables and completed/near completed inventory in hand is ' 2,774 Cr. as at March 31, 2023 and changing buyer preference towards completed inventory with OC provides a distinct advantage to the Company.

• Company has 1,846 acres of fully paid land bank spread across Mumbai, NCR and Chennai as on March 31, 2023. As

Government, positions India as an attractive manufacturing destination, 1,424 acres of additional Nashik SEZ land can

provide a significant impetus to asset monetization.

• Under-construction & Planned projects have an estimated surplus of ' 4,808 Cr., as on March 31, 2023.

MERGER OF EMBASSY GROUP ENTITIES INTO INDIABULLS REAL ESTATE FACES DELAY

Subsequent to the financial year 2022-23, the Hon'ble National Company Law Tribunal ("NCLT"), Chandigarh Bench, vide its order dated May 9, 2023, has withheld the Composite Scheme of Amalgamation of NAM Estates Private Limited ("NAM") and Embassy One Commercial Property Developments Private Limited ("EOCPDPL"), both Embassy Group entities, with the Company, under Section 230-232 of the Companies Act, 2013 read with the rules framed thereunder, as amended, and other applicable regulations and provisions ("Scheme"). The NCLT vide its order dated May 9, 2023, had raised certain concerns based on the objections cited by Income Tax Department to the Scheme.

It is pertinent to note that the said Scheme has already been approved by the shareholders of the Company, at the NCLT convened meeting held on February 12, 2022, with 99.99% favorable votes and has also received approvals from other regulators. Also, Hon'ble NCLT, Bengaluru Bench, who has jurisdiction over NAM and EOCPDPL, vide its order dated April 22, 2022, has already approved and sanctioned the said Scheme.

The Company has filed an appeal before Hon'ble National Company Appellate Law Tribunal ("NCLAT"), New Delhi Bench, for which the next date of hearing is September 8, 2023.

RE-CLASSIFICATION OF PROMOTER AND PROMOTER GROUP

During the financial year 2022-23, the Stock Exchanges vide their letters dated June 2, 2022 approved the application submitted by the Company, on the request of "erstwhile Promoter and Promoter group" of the Company ("Outgoing Promoters"), for their reclassification from 'Promoter and Promoter Group' category to 'Public' category in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, w.e.f. June 2, 2022, the Outgoing Promoters (erstwhile 'Promoter and Promoter group' of the Company) were reclassified as 'Public' shareholders.

The Company does not have any identified promoter and the affairs of the Company are being controlled and managed professionally by its Board of Directors and the management team.

QUALIFIED INSTITUTIONS PLACEMENT

During the financial year 2022-23, pursuant to the approval of the Board of Director and shareholders of the Company, at their respective meetings held on December 22, 2021 and February 7, 2022, the Company on April 12, 2023, issued and allotted an aggregate of 8,55,59,435 fully paid equity shares of face value ' 2 each of the Company ("Equity Shares") to QIBs at the issue price of ' 101.10 per Equity Share (including a premium of ' 99.10 per Equity Share), at a discount of ' 5.28 per Equity Share i.e. 4.96% to the floor price of R 106.38 per Equity Share, aggregating to aggregating to ' 8650.06 million. Consequent to the said allotment, the paid-up Equity Share capital stood increased to ' 1,08,33,50,662 consisting of 54,16,75,331 Equity Shares of ' 2 each.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the financial year 2022-23, the Registered Office of the Company stood shifted from 'Plot No. 448-451, Udyog Vihar, Phase-V, Gurugram - 122016, Haryana' to 'Office No 01-1001, WeWork, Blue One Square, Udyog Vihar Phase 4 Rd, Gurugram -122016, Haryana', with effect from April 22, 2022.

DIVESTMENT OF STAKE IN CERTAIN SUBSIDIARIES OF THE COMPANY

During the financial year 2022-23, the Company has divested its entire stake in its following subsidiaries to independent third-party buyers:

(a) Chloris Real Estate Limited (which owns small land parcel at Sector 99, Gurugram, Haryana), 100% stake of which was held by the Company through another subsidiary i.e. Nilgiri Infrastructure Development Limited; and

(b) Airmid Developers Limited, Mariana Developers Limited, Albina Properties Limited and Flora Land Development Limited, (which collectively own the land parcel at Village Pawala Khusrupur, Sector 106, Tehsil and District Gurugram, Haryana); and

(c) Juventus Estate Limited (alongwith its wholly owned subsidiary Milky Way Buildcon Limited) and Mabon Properties Limited (which collectively own the land parcel admeasuring 35 acres approx. at Sector 104, Dwarka Expressway, Gurugram, Haryana).

The aggregate consideration value received by the Company, through above disinvestments was ' 8368.5 million DIVIDEND / TRANSFER TO IEPF

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2022-23.

During the financial year 2022-23, the Company was not required to transfer any amount in Investor Education and Protection Fund by the Company.

Further, in compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI LODR"), the Dividend Distribution Policy of the Company is available on the website of the Company at web link https://www.indiabullsrealestate.com/policies/.

DEBENTURES

During the financial year 2022-23, the Company has fully redeemed all its outstanding Non-Convertible Debentures ("NCDs") aggregating to ' 3,750 million, which were listed on Wholesale Debt Market (WDM) segment of BSE Limited. As on March 31, 2023, there were no outstanding NCDs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2022-23, upon the recommendation of the Nomination and Remuneration Committee, the Board of the Company was re-constituted with the following appointments:

(a) Ms. Supriya Bhatnagar (DIN: 08731453), as an Independent Director, for a period of 2 years w.e.f. August 12, 2022, not liable to retire by rotation, which was duly approved by the members of the Company at the 16th Annual General Meeting of the Company held on September 30, 2022, by way of Special Resolution.

(b) Mr. Sachin Shah (DIN: 00387166), as an Executive Director (WTD) & Key Managerial Personnel (KMP) w.e.f. February 27, 2023, for a period of 5 years, liable to retire by rotation.

(c) Mr. Javed Tapia (DIN: 00056420), as an Independent Director, for a period of 3 years, w.e.f. February 27, 2023, not liable to retire by rotation, Mr. Shyamm Mariwala (DIN: 00350235) and Ms. Tarana Lalwani (DIN: 01940572), as Independent Directors, for a period of 3 years, w.e.f. March 1, 2023, not liable to retire by rotation.

Subsequent to the financial year 2022-23, the appointments of (a) Mr. Sachin Shah, as an Executive Director (WTD) and KMP of the Company; and (b) Mr. Javed Tapia, Mr. Shyamm Mariwala and Ms. Tarana Lalwani, Independent Directors of the Company, were duly approved by the members of the Company, by way of special resolutions, passed through Postal Ballot on May 18, 2023.

Further, during the financial year 2022-23, (a) Justice Gyan Sudha Misra (Retd.) (DIN: 07577265), Independent director of the Company, resigned from her position, w.e.f. April 26, 2022, due to personal reasons and to focus on her existing commitments. Justice Misra had confirmed in her resignation letter that there are no other reasons for her resignation; (b) Mr. Gurbans Singh (DIN: 06667127), relinquished his position of Jt. Managing Director & Key Managerial Personnel of the Company, w.e.f. August 12, 2022, due to his other preoccupations and commitments and continued as a Non-Executive, Non-Independent Director of the Company till March 4, 2023; (c) Mr. Mehul Johnson (DIN: 00016075), was re-designated as Managing Director from Jt. Managing Director w.e.f. September 6, 2022 and thereafter relinquished his position of Managing Director & Key Managerial Personnel of the Company w.e.f. February 27, 2023, due to his personal reasons & existing commitments and continued as a Non-Executive, Non-Independent Director of the Company till March 31, 2023; and (d) Mr. Gurinder Singh (DIN: 08183046), Independent director of the Company, resigned from his position, w.e.f. March 23, 2023, due to health issues. Mr. Singh had confirmed in his resignation letter that there are no other reasons for his resignation.

Further, during the financial year 2022-23, Mr. Anil Mittal, Chief Financial Officer & KMP, resigned from the office w.e.f. August 12, 2022, and in his place the Board had appointed Mr. Saurabh Garg as Chief Financial Officer & KMP of the Company w.e.f. September 6, 2022.

Further, subsequent to the financial year 2022-23, Ms. Supriya Bhatnagar, Independent director of the Company, resigned from her position w.e.f. May 26, 2023, due to personal reasons and to focus on her other commitments. Ms. Bhatnagar had confirmed in her aforesaid letter that there are no other reasons for her resignation. Also, Mr. Ravi Telkar, Company Secretary and Mr. Saurabh Garg, Chief Financial Officer, both designated as KMPs of the Company, resigned from their respective positions w.e.f. April 30, 2023 and May 16, 2023, respectively and the Board, in their place, has appointed Mr. Chandra Shekher Joshi as Company Secretary and Mr. Manish Kumar Sinha as Chief Financial Officer, both designated as KMPs of the Company w.e.f. May 1, 2023 and May 17, 2023, respectively.

As on date of this report, the Board comprises following Directors:

1. Mr. Kulumani Gopalratnam Krishnamurthy (DIN: 00012579), Independent Director & Chairman of the Company.

2. Mr. Sachin Shah (DIN: 00387166), Executive Director & Key Managerial Personnel designated as Whole-time Director.

3. Mr. Javed Tapia (DIN: 00056420), Independent Director.

4. Mr. Shyamm Mariwala (DIN: 00350235), Independent Director.

5. Ms. Tarana Lalwani (DIN: 01940572), Independent Director.

6. Mr. Praveen Kumar Tripathi (DIN: 02167497), Independent Director.

Further, Mr. Manish Kumar Sinha is the Chief Financial Officer (CFO) and Mr. Chandra Shekher Joshi is the Company Secretary (CS) both designated as Key Managerial Personnel(s) of the Company.

Further, in accordance with the provisions of the Companies Act, 2013, and in terms of the Articles of Association of the Company, Mr. Sachin Shah (DIN: 00387166), an Executive Director designated as Whole-time Director, is liable to retire by rotation at the ensuing 17th Annual General Meeting of the Company, and being eligible has offered himself for reappointment.

The brief resume of the Director proposed to be re-appointed, nature of his expertise in specific functional areas and name of the Companies in which he holds directorships and memberships/chairmanships of Board Committees and other requisite information, are provided in the Notice convening the 17th Annual General Meeting of the Company.

All the present Independent Directors of the Company are persons of integrity and possess requisite knowledge, expertise, experience and skills, for discharging their duties effectively as Independent Directors, and have given confirmation that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013, and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). Their appointment letter(s) shall be open for inspection by the members at the registered office of the Company, in terms of applicable provisions of the Companies Act, 2013.

SHARE CAPITAL / STOCK OPTIONS / SAR

As stated above under the section 'Qualified Institutions Placement', during the financial year 2022-23, the Company had issued and allotted an aggregate of 8,55,59,435 fully paid equity shares of face value ' 2 each of the Company, to QIBs, as a result the paid-up Equity Share capital stood increased to ' 1,08,33,50,662 consisting of 54,16,75,331 equity shares of ' 2/- each.

Further, pursuant to and in terms of shareholders authorization dated March 17, 2020, the Company in accordance with erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (hereinafter referred to as "SBEB Regulations"), had created an employee's welfare trust titled "Indiabulls Real Estate Limited -Employees Welfare Trust" (the "Trust") to efficiently manage the 'Indiabulls Real Estate Limited - Employee Stock Option Scheme - 2010' ("Scheme") and to acquire, purchase, hold and deal in fully paid-up equity shares of the Company from the secondary market, for the purpose of administration and implementation of the Scheme, as may be permissible under the SBEB Regulations.

The disclosures required to be made under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, have been placed on the website of the Company http://www.indiabullsrealestate.com/.

PUBLIC DEPOSITS

During the financial year 2022-23, 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 required in terms of Rule 8 of the Companies (Accounts) Rules, 2014, are not required to be given.

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 2023-24 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange.

AUDITORS

(a) Statutory Auditors

M/s Agarwal Prakash & Co., Chartered Accountants (FRN: 005975N), the Statutory auditors of the Company were appointed by the members at their Fourteenth Annual General Meeting held on September 28, 2020, for a period of five consecutive years i.e. until the conclusion of the Nineteenth AGM of the Company.

The Auditors' Reports submitted by the Auditors of the Company, on both standalone and consolidated financial statements of the Company for the financial year 2022-23, are self-explanatory and therefore do not call for any further explanation. The Auditors' Reports does not contain any qualification, reservation, adverse remark or disclaimer. No fraud has been reported by the Auditors of the Company in terms of the provisions of Section 143(12) of the Companies Act, 2013, and 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 2022-23. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report, along with Secretarial Compliance Report, as prescribed by SEBI, for the financial year 2022-23, are annexed as Annexure 1(i) and Annexure 1(ii) respectively, and forms part of this Report. The Comments of the Board on observations of Secretarial Auditors of the Company in their Report for the financial year 2022-23, are indicated below.

(i) In terms of regulation 17(1) of Listing Regulations, it is noted that the Company did not have a Women Independent Director on its Board from April 27, 2022 till August 11, 2022. However, the Company had appointed Ms. Supriya Bhatnagar, as an Independent Women Director (Additional) w.e.f. August 12, 2022 and complied with the requirements of Regulation 17 of the Listing Regulations.

Board's comment: During the financial year 2022-23, Justice Gyan Sudha Misra (Retd.), Independent director of the Company, resigned from her position, w.e.f. April 26, 2022, due to personal reasons and to focus on her existing commitments. Post her resignation, the Company was in the process of looking for a suitable person who can be appointed as Independent Women Director but could not find one within the timelines prescribed in SEBI (LODR) Regulations, 2015. However, the Board on the recommendations of the Nomination & Remuneration Committee, had on August 12, 2023, appointed Ms. Supriya Bhatnagar, as an Independent Women Director (Additional) and complied with the requirements of Regulation 17 of the Listing Regulations. The Company will avoid such instance in future.

(ii) NSE vide its letter dated November 21, 2022 and BSE vide an e-mail dated November 21, 2022, imposed a penalty of INR 100,300/- (inclusive of GST) each, on the Company, for non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman Independent Director on the Board of the Company in terms of Regulation 17(1) of Listing Regulations. The Company had paid penalty of INR 100,300/- (inclusive of GST) each for the same.

Board's comment: The Company has paid penalty of INR 100,300/- (inclusive of GST) each, to NSE and BSE, for noncompliance with the requirements pertaining to the composition of the Board including failure to appoint Independent Women Director on the Board of the Company in terms of Regulation 17(1) of SEBI (LODR) Regulations, 2015. Relevant clarification has been given in the point (i) above.

The Secretarial Audit Reports of M/s Indiabulls Infraestate Limited, M/s Lucina Land Development Limited, M/s Athena Infrastructure Limited and M/s Ceres Estate Limited, Indian Material subsidiary(ies) of the Company, are annexed as Annexure 1(iii), 1(iv), 1(v) and 1(vi).

No fraud has been reported by the Auditors of the Company in terms of the provisions of Section 143(12) of the Companies Act, 2013, and Rules framed thereunder.

COST RECORDS

The requirement of maintenance of cost records, as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, read with applicable Rules, is not applicable on the Company, and accordingly, such accounts and records have not been made and maintained by the Company.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has been undertaking projects in the areas specified under its CSR Policy (available on your Company's website at web link https://www.indiabullsrealestate.com/policies/) in accordance with Schedule VII of the Companies Act, 2013, read with the relevant Rules. In terms of the applicable provisions of the Companies Act 2013, read with relevant Rules, 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 2022-23. An Annual Report on CSR, containing relevant details, is annexed as Annexure 2, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended ("SEBI LODR Regulations") with the Stock Exchanges, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 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 is presented in a separate section forming part of this Annual Report.

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 of the Companies Act, 2013, hereby states:

a) that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that 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, 2023 and the profit and loss of the Company for the year ended on that date;

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

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

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

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, is available on the Company's website at web link https://www.indiabullsrealestate.com/agm-notice/.

BOARD MEETINGS

During the financial year 2022-23, 7 (Seven) 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 2022-23, a separate meeting of the Independent Directors was held on November 11, 2022, 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 and Stakeholders' Relationship 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. The Directors expressed their satisfaction with the evaluation process.

Also, the Chairman or Executive Director 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

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report forming part of this Annual Report.

LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2022-23, 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 2022-23, 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.

RELATED PARTY TRANSACTIONS

During the financial year 2022-23, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report.

None of the transactions with related parties is material transaction and/or transaction which is not at Arm's length, requiring disclosure pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore, the information required in prescribed form AOC - 2 is not applicable. The Policy on materiality of Related Party Transactions and also on dealing with such transactions is available on the website of the Company https://www.indiabullsrealestate.com/wp-content/ uploads/2022/05/IBREL-Policy-for-Dealing-with-Related-Party-Transactions-23.04.2019.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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, there are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the Financial Year of the Company i.e. March 31, 2023 and the date of this Report.

Further, no significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Company's operations in future.

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 endeavored 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 2022-23, there were no foreign exchange earnings (last 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.

Based on the Market Capitalisation as on March 31, 2023, the Company, continuing to be amongst the Top 1000 listed entities, does 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

Pursuant to the applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration are provided in 'Annexure - 3' forming part of this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the said Rules, the Board's Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5.2 of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary. The inspection is to be carried out at the Company's Registered Office at Gurugram, during business hours on working days of the Company up to date of ensuing Annual General Meeting.

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 familiarization programmes have been hosted on the website of the Company and can be accessed on the link: https://www. indiabullsrealestate.com/investor-relations/.

SUBSIDIARY COMPANIES

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 shall be laid before the ensuing 17th Annual General Meeting along with its Standalone Financial Statements. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended March 31, 2023, forms part of the Annual Report.

As on March 31, 2023, the Company had 173 subsidiaries. Indiabulls Infraestate Limited, Lucina Land Development Limited, Athena Infrastructure Limited and Ceres Estate Limited were material subsidiaries of the Company during the financial year 2022-23.

For the names of companies which became or ceased to be subsidiaries or associate companies during the year ended March 31, 2023, 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 the Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company. Shareholders may write to the Company for the annual financial statements and detailed information on 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) Corporate Social Responsibility Committee

d) Stakeholders Relationship Committee

e) Risk Management 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.

In addition to the above, the Board has also constituted Compensation Committee for administration of stock options, Restructuring Committee for divestment of non-core and commercial assets, Operations Committee for dealing with various administrative and operational matters, Reorganisation Committee for review, monitoring and implementation of the Scheme of Amalgamation for proposed Amalgamation of Embassy group entities with the Company and Fund Raising Committee for raising of funds through issuance of securities by way of Qualified Institutions Placement.

SECRETARIAL STANDARDS

The Board of Directors state that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of the Board, its Committees and the General Meetings as issued by the Institute of Company Secretaries of India.

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 and has constituted an Internal Complaints Committee, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the financial year 2022-23, no cases of sexual harassment were reported.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received, if any, regarding sexual harassment.

DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPCY CODE, 2016

During the financial year 2022-23, no applications were made, or case was pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF VALUATION DONE WITH RESPECT TO LOANS TAKEN FROM BANKS OR FINANCIAL INSTITUTION

During the financial year 2022-23, there was no one time settlement done in respect of loans taken from Banks or Financial Institutions.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy ("the Policy"), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees working for the Company and its subsidiaries. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Company's Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Company's funds/assets etc. A whistle-blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to uphold the reputation of the Company and its subsidiaries. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices.

The details of the Whistle Blower Policy are available on the website of the Company (http://www.indiabullsrealestate.com).

GREEN INITIATIVES

Pursuant to the applicable provisions of the Companies Act and rules made thereunder and SEBI LODR and the MCA/ SEBI Circulars, the AGM of the Company is being held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the 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 of the AGM. Electronic copies of the Annual Report for Financial year 2022-23 and Notice of the seventeenth AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). The Members who have not received the said Annual Report and Notice may download the same from the Company's website at www.indiabullsrealestate.com and on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 17th AGM. This is pursuant to section 108 of the Companies Act, 2013, read with applicable Rules and in accordance with the SEBI LODR Regulations. The instructions for e-voting are provided in the AGM Notice. Additionally, Insta-poll facility will also be provided to Members at AGM by KFin Technologies Limited, to enable casting of vote by such members who have not utilized e-voting mechanism.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board

Sd/- Sd/-

Sachin Shah Shyamm Mariwala

Place: Mumbai Whole-time Director Independent Director

Date: August 10, 2023 DIN: 00387166 DIN: 00350235