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You can view full text of the latest Director's Report for the company.

BSE: 532832ISIN: INE069I01010INDUSTRY: Realty

BSE   ` 56.09   Open: 57.65   Today's Range 55.24
57.77
-2.60 ( -4.64 %) Prev Close: 58.69 52 Week Range 39.38
99.24
Year End :2026-03 

The Board of Directors (“Board”) takes pleasure in presenting this 20th (twentieth) Annual Report of Embassy Developments
Limited
(formerly Equinox India Developments Limited) (the “Company” or “EDL”), together with the audited financial
statements (consolidated and standalone) of the Company for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The summary of the audited financial statements of the Company for the financial year ended March 31, 2026, are as under:

Particulars

Consolidated

Standalone

FY 2025-26

FY 2024-25

FY 2025-26

FY 2024-25

Total income

19,051.21

25,469.72

5,263.66

21,967.86

Total expenses

27,547.36

24,768.94

7,925.19

21,024.79

Profit/ (loss) before Depreciation / Amortisation

(8,496.15)

700.78

(2,661.53)

943.07

Less: Depreciation / Amortisation

478.68

147.60

311.43

139.93

Profit/ (loss) before tax & exceptional items

(8,974.83)

553.18

(2,972.96)

803.14

Exceptional items

1.61

(280.00)

13.44

(280.00)

Profit/ (loss) before tax

(8,973.22)

273.18

(2,959.52)

523.14

Less: Tax Expense

(230.37)

(1,756.13)

(128.86)

(2,118.64)

Profit/ (loss) after tax before share of net profit/ (loss)
of associate/ joint venture

(8,742.85)

2,029.31

(2,830.66)

2,641.78

Share of Net Profit/ (loss) in associate/ joint ventures

18.10

(92.98)

-

-

Profit/ (loss) after share of net profit/ (loss) of
associate/ joint venture

(8,724.75)

1,936.33

(2,830.66)

2,641.78

Other comprehensive income/ (loss) for the year

(49.47)

175.35

12.46

(1,664.73)

Total comprehensive income/ (loss) for the year

(8,774.22)

2,111.68

(2,818.20)

977.05

TRANSFER TO RESERVES

In accordance with the applicable provisions of the
Companies Act, 2013 (the “Act”), and considering the
financial performance and operational requirements of
the Company, no amount has been transferred to the
General Reserve during FY 2025-26.

KEY BUSINESS & OPERATIONAL DEVELOPMENTS -
A YEAR OF STRONG GROWTH AND DISCIPLINED
EXECUTION

FY 2025-26 was a landmark year for the Company, marked
by record operational performance, disciplined financial
management and accelerated business expansion.
During the year, the Company achieved its highest-
ever pre-sales and project collections, strengthened
its balance sheet, successfully launched marquee
residential developments, expanded the ‘Embassy’ brand
into the Mumbai Metropolitan Region (“MMR”), advanced
its capital-light growth strategy through Development
Management (“DM”) and Joint Development Agreement
(“JDA”) models, and delivered six long-stalled legacy
residential projects, reinforcing customer trust and
execution excellence.

Record Operational Performance:

• Achieved the highest-ever pre-sales of H4,631 crore.

• Recorded highest-ever project collections of H1,673
crore, together with H47 crore generated from
monetization of non-core land parcels, taking total
collections to ~ H1,721 crore.

Strong and Disciplined Balance Sheet:

• Maintained a disciplined capital structure with net
institutional debt of approximately H3,000 crore and
net debt-to-equity ratio of around 0.3x, after adjusting
for cash and cash equivalents of approximately
H1,100 crore.1

• The Company’s ongoing and planned portfolio has
an estimated Gross Development Value (“GDV”) of
approximately H57,800 crore across own and DM
projects, with an estimated development surplus
of H30,848 crore, reflecting a healthy project surplus
margin of approximately 58%.

*excluding shareholder debt of approx ?1063 crore

Scaled Launch Momentum:

During FY 2025-26, the company further strengthened
its residential portfolio through the successful launch
of marquee developments across Bengaluru and the
Mumbai Metropolitan Region (MMR), catering to a diverse
spectrum of homebuyers across premium apartments,
luxury villas and plotted developments:

Embassy Greenshore:

• A premium residential development in North
Bengaluru spanning approximately 14 acres;

• Saleable area 1.55 msf with an estimated GDV
of ~H1,600 crore;

• Limited inventory offered for sale, achieved bookings
of H1,012 crore.

Embassy Verde Phase II:

• A residential development in North Bengaluru;

• Saleable area 0.74 msf with an estimated GDV
of ~ H700 crore;

• Limited inventory offered for sale, achieved bookings
of H588 crore during FY26.

Embassy Paradiso:

• A luxury plotted development spread across
approximately 14.5 acres;

• 48 plots with an estimated GDV of ~H200 crore;

• Fully sold out immediately upon launch, achieved
pre-sales of H200 crore.

Embassy Eden:

• A luxury development in North Bengaluru spanning
approximately 33 acres;

• 95 mansions with an estimated GDV of ~ H1,900 crore;
Achieved pre-sales of H950 crore.

Embassy Citadel:

• An ultra-luxury development in Worli, Mumbai
spanning 1.2 acres;

• Saleable area of approximately 1 msf with an
estimated GDV of ~ H8,800 crore;

• Achieved pre-sales of approximately ?800 crore.

In addition to its residential launches, the Company
also commenced Embassy East Business Park Phase I, a
commercial development in East Bengaluru comprising
approximately 2.8 msf of leasable area with an estimated
GDV of approximately H3,100 crore, reinforcing its
integrated development platform.

Expansion of the Embassy Brand in MMR:

The Company significantly strengthened its presence in
Mumbai / Mumbai Metropolitan Region (“MMR”) through
following launches/proposed launches of marquee
residential developments under the ‘Embassy’ brand: 1

• Embassy Serenity, Alibaug, a premium lifestyle and
second-home residential segment with an estimated
GDV of ~ J400 crore; and

• Juhu Project, an ultra-luxury DM project with an
estimated
GDV exceeding J3,050 crore, with a DM fee
of ~10% of revenue.

Legacy Project Deliveries:

The Company successfully completed and handed over six
long-pending legacy residential projects across Mumbai,
National Capital Region (“NCR”) and Visakhapatnam,
enabling more than 3,000 families to take possession of
their homes. These deliveries underscore the Company’s
commitment to execution excellence, governance and
customer satisfaction.

Capital-Light Growth Strategy:

The Company continued to pursue its capital-efficient
growth strategy through Development Management
(“DM”) and Joint Development Agreement (“JDA”)
models, including:

• Joint Development of a premium residential
community at Whitefield, Bengaluru with an
estimated
GDV of J2,000 crore;

• Embassy Sky Terraces, Hebbal, an ultra-luxury
DM project with an estimated
GDV exceeding
J3,050 crore; and

• Juhu Project, an ultra-luxury DM project further
strengthening the Company’s presence in MMR with
an estimated
GDV exceeding J3,050 crore.

Strategic Focus:

The Company remains focused on expanding its residential
platform across Bengaluru, Mumbai Metropolitan
Region and NCR, while maintaining prudent financial
discipline, enhancing shareholder value and pursuing
sustainable, capital-efficient growth through a diversified
development portfolio.

CORPORATE RESTRUCTURING AND GROUP
RATIONALISATION

A. Strategic Asset Acquisitions

During FY 2025-26, pursuant to the approval of the
shareholders of the Company at their meeting
held on March 25, 2025, the Company made the
following acquisitions:

• 100% equity shares of Squadron Developers Limited

(“SDL”) from Embassy Real Estate Developments
and Services Private Limited, thereby making SDL
a wholly owned subsidiary of the Company with
effect from June 26, 2025. SDL has a premium

and luxury residential project at Embassy Hub,
Bengaluru, with an estimated saleable area of ~1.27
msft (with the Company's share at approximately
~1.14 msft), situated on a ~10.59 acre land parcel
comprising ~7.49 acres owned by SDL and ~3.10
acres held through development rights under a
Joint Development Agreement.

• A freehold land parcel of 8.8 acres from Embassy
Property Developments Private Limited, situated in
North Bengaluru, comprising a plotted residential
project with a development potential of ~0.21 msft of
saleable area. The land parcel is a strategic add-on
acquisition, contiguous to the Company's flagship
~288 acre township project “Embassy Springs.”

executed a Share Purchase Agreement with Pen
India Private Limited (“Purchaser”), a third-party
independent buyer, for the sale of 100% of the
equity share capital of Sepset Real Estate Limited
(“Sepset”), step-down subsidiary of Company, which
owned the commercial project “Mega Mall” at
Jodhpur, Rajasthan.

Upon conclusion of the transaction on April 16, 2026,
Sepset ceased to be a subsidiary of Ceres and of the
Company. The divestment was undertaken as part
of the Company's strategic portfolio management
and disciplined capital allocation, enabling
redeployment of capital into core markets and high-
growth opportunities.

B. Divestment of stake in subsidiary

The Company's wholly owned subsidiary, Ceres
Estate Limited (“Ceres”), together with the Company,

C. Simplifying Group Structure: Voluntary Strike off Subsidiaries

As part of the Company's ongoing efforts to streamline its corporate structure and enhance operational efficiency,
certain non-operational subsidiaries were voluntarily dissolved and struck off. During FY 2025-26 and up to the date
of this Annual Report, the following subsidiaries ceased to exist pursuant to voluntary strike-off applications filed by
the respective entities:

S. No.

Name of subsidiaries

Jurisdiction

Effective Date

1.

Serpentes Constructions Limited

Indian

January 27, 2026

2.

Albasta Developers Limited

Indian

January 27, 2026

3.

Ariston Investments Limited

Foreign

February 04, 2026

4.

Lenus Constructions Limited

Indian

March 09, 2026

5.

Sentia Constructions Limited

Indian

March 16, 2026

6.

Equinox India Multiplex Services Limited

Indian

March 16, 2026

7.

Mariana Constructions Limited

Indian

March 16, 2026

8.

Apesh Real Estate Limited1

Indian

April 06, 2026

9.

Varali Real Estate Limited1

Indian

April 20, 2026

10.

Devona Infrastructure Limited1

Indian

April 20, 2026

11.

Dev Property Development Limited1

Foreign

May 26, 2026

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 FY 2025¬
26. 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://embassyindia.com/investor-relations/
codes-policies.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors bring to the Board significant expertise
and insights in areas such as real estate development,
acquisitions, project execution, construction, finance,
banking, corporate restructuring, taxation, administration,
governance, risk management and strategic leadership.
The collective experience and diversity of the Board
support informed decision-making and enable the
Company to pursue sustainable growth and long-term
value creation for its stakeholders.

Changes in Board and KMPs, during FY 2025-26

During FY 2025-26, there were no changes in the
composition of the Board of Directors or the Key Managerial
Personnel ("KMPs") of the Company.

However, the first term of Mr. Javed Tapia, Mr. Shyamm
Mariwala and Ms. Tarana Lalwani as Independent
Directors came to an end in February 2026. Based on the
recommendations of the Nomination and Remuneration
Committee (“NRC” or “NR Committee”) and the Board
of Directors, the Members of the Company, at the 19th
Annual General Meeting ("AGM") held on September 26,
2025, approved their re-appointment as Independent
Directors for a second term of three (3) consecutive
years each. Accordingly, Mr. Javed Tapia was re¬
appointed for the period from February 27, 2026 to
February 26, 2029, and Mr. Shyamm Mariwala and
Ms. Tarana Lalwani were re-appointed for the period
from March 1, 2026 to February 28, 2029. The said re¬
appointments are in compliance with the Companies
Act, 2013 and the SEBI LODR Regulations.

As on March 31, 2026, the Board comprised 8 (eight)
Directors, consisting of 3 (three) Executive Directors (37.5%)

and 5 (five) Non-Executive Directors (62.5%), including
the Chairman. Of the 5 (five) Non-Executive Directors, 4
(four) were Independent Directors, constituting 50% of
the Board, including 1 (one) Woman Independent Director.
Mr. Jitendra Virwani, Promoter of the Company, serves as
the Non-Executive Chairman of the Company and provides
strategic guidance and leadership to the Company.

The composition of the Board is in conformity with
Regulation 17 of the SEBI LODR Regulations read with
Sections 149 and 152 of the Act. 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 the Corporate Governance Report,
an integral part of this Annual Report.

The current Board and KMP are as follows:

Name

Category

Role/Designation

Mr. Jitendra Virwani (DIN: 00027674)

Non-Executive Director

Chairman

Mr. Aditya Virwani (DIN: 06480521)

Executive Director & KMP

Managing Director

Mr. Sachin Shah (DIN: 00387166)

Executive Director & KMP

CEO & Executive Director

Mr. Rajesh Kaimal (DIN: 03158687)

Executive Director & KMP

CFO & Executive Director

Mr. K. G. Krishnamurthy (DIN: 00012579)

Non-Executive Director

Independent Director

Mr. Shyamm Mariwala (DIN: 00350235)

Non-Executive Director

Independent Director

Mr. Javed Tapia (DIN: 00056420)

Non-Executive Director

Independent Director

Ms. Tarana Lalwani (DIN: 01940572)

Non-Executive Director

Independent Woman Director

Mr. Vikas Khandelwal

KMP

Company Secretary and Group
Chief Compliance Officer

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 is 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 Act 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 Act, the terms and conditions of their
appointment are available for inspection by the members
at the registered office of the Company.

Re-appointment of Directors

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Jitendra Virwani

(DIN: 00027674), Chairman & Non-Executive Director, is
liable to retire by rotation at the ensuing 20th AGM and,
being eligible, has offered himself for re-appointment.

The NRC undertook a structured performance evaluation
of Mr. Virwani. The evaluation covered various parameters,
including strategic guidance and contributions, industry
knowledge and expertise, adherence to governance
standards, and alignment with the Company's values,
objectives and long-term business vision.

Based on the outcome of the evaluation and considering
the significant value and expertise that Mr. Virwani
continues to bring to the Board and the Company, the
NRC recommended his re-appointment as a director
liable to retire by rotation. Accordingly, the Board, at
its meeting held on August 10, 2026, after considering
the recommendations of the NRC, approved and
recommended his re-appointment to the shareholders for
their approval at the ensuing 20th AGM.

Disclosures pursuant to Regulation 36 of the SEBI LODR
Regulations, Secretarial Standards, and other applicable
provisions, including brief profile, expertise, and details
of other directorships and committee memberships, are
provided in the Notice of the 20th AGM.

SHARE CAPITAL / STOCK OPTIONS
Authorized Share Capital

As on March 31, 2026 and as on date of this report, the
Authorized Share Capital of the Company stood at
H1434,27,00,000 (Rupees One Thousand Four Hundred
Thirty-Four Crore Twenty-Seven Lakh only), comprising
660,13,50,000 Equity Shares of H2 each (“Equity Shares”)
aggregating to H1,320,27,00,000 and 11,40,00,000
Preference Shares of H10 each aggregating to
H114,00,00,000.

Changes in Paid-Up Share Capital

During FY 2025-26, the paid-up share capital of the
Company underwent the following changes:

• As on April 1, 2025: Paid-up share capital stood at
H244,50,75,788, divided into 1,22,25,37,894 Equity
Shares.

• As on March 31, 2026: Paid-up share capital
stood at H278,12,66,866, divided into 1,39,06,33,433
Equity Shares.

• The increase in the paid-up share capital during
the year comprised the allotment of 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 02, 2025, 53,80,500 Equity Shares on August
20, 2025, 1,04,46,067 Equity Shares on October 13,
2025, 48,22,891 Equity Shares on November 17, 2025
and 41,35,512 Equity Shares on November 20, 2025,
pursuant to the exercise of conversion rights by the
respective warrant holders.

Further, certain warrant holders belonging to the public
shareholder category, holding an aggregate of 4,75,27,464
Warrants did not exercise their conversion rights within the
prescribed conversion period (“Unexercised Warrants”).
Consequently, such Unexercised Warrants stood lapsed, and
the upfront consideration equivalent to 25% of the exercise
price of H111.51 (including the premium of H109.51), aggregating
to H132.49 crore, paid at the time of allotment of such Warrants
stood forfeited by the Company in accordance with the
terms of issue of the Warrants and the applicable provisions of
Chapter V of the SEBI ICDR Regulations.

As on March 31, 2026, and on the date of this Report, no unlisted
Warrants remained outstanding for conversion into Equity
Shares. Further, the Company has not issued any equity shares
with differential rights as to dividend, voting or otherwise.

ESOP Scheme - 2025 (“Embassy ESOS 2025”)

The Company has implemented the “Embassy Developments
Limited Employee Stock Option Scheme - 2025” (“Embassy
ESOS 2025”), in accordance with the provisions of the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended (“SEBI SBEB Regulations”). The
Embassy ESOS 2025 provides for grant of upto an aggregate
of 4,50,00,000 Stock Options (“SOs”) or Performance Stock
Units (“PSUs”) or any combination thereof (SOs and PSUs are

collectively 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 NR Committee administers and monitors the
Embassy ESOS 2025.

During FY 2025-26, an aggregate of 1,88,34,749 Options,
comprising 1,43,56,968 SOs and 44,77,781 PSUs, have been
granted by the Company to eligible employees and remain
outstanding under the Embassy ESOS 2025 as at March 31,
2026.

A certificate from the Secretarial Auditor of the Company
with respect to implementation of Embassy ESOS 2025, will be
available for inspection by the members, at the ensuing AGM.

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

Proposed Fund Raise

With a view to raising funds for repayment of shareholder
debt and general corporate purposes, thereby strengthening
the Company’s balance sheet and capital structure, reducing
its cost of capital, improving financial flexibility and supporting
its future growth opportunities, the Board at its meeting held
on August 10, 2026, approved a fund raise, through preferential
issue on a private placement basis, for cash consideration,
aggregating to approx. INR 362.62 crore, in one or more
tranches, comprising 3,25,18,900 unlisted warrants (“Warrants”)
convertible into equivalent number of fully paid-up equity
shares having face value of INR 2/- each of the Company
(“Equity Shares”), at an exercise price of INR 111.51/- (including
the premium of INR 109.51/-) per Warrant (“Exercise Price”), to a
Promoter Group Entity, subject to the approval of Members of
the Company at the ensuing 20th AGM.

DEBT FINANCING

During FY 2025-26, on September 04, 2025, the Company
redeemed 1,200 unlisted non-convertible debentures
(“NCDs”) of face value of H10,00,000 each, aggregating
to H120 Crores.

Subsequently, the Company raised an aggregate of H275
crore through the issuance of 27,500 unlisted NCDs of face
value of H1,00,000 each, on a private placement basis
to a selected group of investors, in accordance with the
applicable provisions of the Act, read with the rules framed
thereunder. This comprised 25,000 NCDs aggregating
H250 crore, allotted on January 30, 2026, and 2,500 NCDs
aggregating H25 crore, allotted on March 16, 2026.

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 FY 2025-26 and FY 2026-27 have been paid.

The Equity Shares of the Company have not been suspended
from trading by the SEBI and/or any of the exchanges.
However, pursuant to the order of the Hon'ble National
Company Law Tribunal ("NCLT") admitting a petition under
Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC"),
alleging a financial liability of the Company as a purported
guarantor of an entity unrelated to the Company or the
Embassy Group, the Equity Shares of the Company were
temporarily moved to the "BE" segment (Trade-to-Trade
settlement) and placed under the IBC-Additional Surveillance
Measure ("IBC-ASM") framework by the stock exchanges
with effect from December 16, 2025, and were subsequently
moved to IBC-ASM Stage 1.

Thereafter, the Hon'ble National Company Law Appellate
Tribunal ("NCLAT"), by its final order dated May 4, 2026, allowed
the Company's appeal and set aside the aforesaid impugned
order of NCLT. Consequently, the Equity Shares of the
Company exited the IBC-ASM framework and were restored
to the normal trading category by the stock exchanges with
effect from May 6, 2026.

PUBLIC DEPOSITS

During FY 2025-26, the Company has not accepted any
deposits from the public, falling within the ambit of Chapter
V of the Act 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

M/s Agarwal Prakash & Co., Chartered Accountants
(FRN: 005975N), the Statutory Auditors of the Company
were re-appointed by the members at their 19th AGM
held on September 26, 2025, for a second term of five
consecutive years i.e. until the conclusion of the 24th AGM
of the Company at such remuneration as approved at
the 19th AGM for FY 2025-26, with authority to determine
the remuneration for the subsequent financial years as
may be mutually agreed between the Board Directors/
Audit Committee of the Company and the Statutory
Auditors subject to a cap on the annual increase in
remuneration of upto 10% of the remuneration of
immediately preceeding year.

The Auditors’ Reports, issued by the Statutory Auditors
of the Company, on both standalone and consolidated
financial statements of the Company for FY 2025-26
do not contain any qualification, reservation, adverse
remark or disclaimer. The reports, 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 employee has been
detected or reported in terms of the provisions of Section
143(12) of the Act and the Rules framed thereunder.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Act read with the rules made thereunder, and
Regulation 24A and other applicable provisions
of the SEBI LODR Regulations, M/s GDR & Partners
LLP, Company Secretaries, were appointed as the
Secretarial Auditors of the Company by the members
at their 19th AGM held on September 26, 2025, for a
term of five consecutive years commencing from
FY 2025-26 upto FY 2029-30, at such remuneration
approved at the 19th AGM for the FY 2025-26 with an
authority to fix subsequent years remuneration as
may be mutually agreed between the Board/Audit
Committee of the Company and the Secretarial
Auditors subject to a cap on the annual increase
in remuneration of upto 10% of the remuneration of
immediately preceeding year.

M/s GDR & Partners LLP, Secretarial Auditors,
conducted the secretarial audit of the Company
for the FY 2025-26. In this regard, 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 Annual
Secretarial Compliance Report for the FY 2025-26,
as prescribed under Regulation 24A of SEBI LODR
Regulations, are annexed to this Annual Report
as
Annexure-I(i) and Annexure-I(ii) 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.

Additionally, pursuant to the provisions of Regulation
24A of SEBI LODR Regulations, the Secretarial Audit
Reports of Reque Developers Limited and Sky Forest
Projects Limited, Indian unlisted material subsidiaries
of the Company, are annexed to this Annual Report
as
Annexure-I(iii) and Annexure-I(iv) 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 employee
has been detected or reported in terms of the
provisions of Section 143(12) of the Act and the Rules
framed thereunder.

(c) Cost Auditors and Cost Records

Pursuant to Section 148(2) of the Act read with Rule 4 of
the Companies (Cost Records and Audit) Rules, 2014, the
Company 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.

The Cost Audit Report, issued by the Cost Auditors for
the FY 2025-26, 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 employee has been detected or reported in
terms of the provisions of Section 143(12) of the Act and the
Rules framed thereunder.

Further, in terms of the provisions of Section 148 of the Act
read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the Board, on the recommendations of Audit
Committee, has 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 2026-27 at such
remuneration as may be determined by the Board of Directors,
based on the recommendation of the Audit Committee, and
ratified by the Members at the ensuing AGM.

CORPORATE SOCIAL RESPONSIBILITY

As part of its Corporate Social Responsibility ("CSR")
initiatives, the Company, directly and through its
subsidiaries, has undertaken projects in the areas specified
under its CSR Policy, in accordance with Schedule VII
to the Companies Act, 2013 ("Act") and the rules made
thereunder. The CSR policy of the Company is available on
its website at web link
https://embassyindia.com/investor-
relations/codes-policies.

In terms of the provisions of Section 135 of the Act read with
the applicable rules made thereunder, the Company, on
a standalone basis, was required to spend an amount of
H0.41 million towards CSR activities during FY 2025-26 and,
accordingly, spent the said amount on CSR initiatives in the
field of education, in line with its CSR Policy. Additionally,
during FY 2025-26, three subsidiaries of the Company spent
an aggregate amount of H8.76 million on CSR activities.

The Annual Report on CSR, containing the particulars
prescribed under the Act and the applicable rules, is
annexed to this Report as
Annexure-II.

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 & Sustainability Report (‘BRSR’)
on initiatives taken from an environmental, social and
governance perspective, in the prescribed format, along
with the assurance statement on BRSR Core issued by an
independent third party, viz., Dhir & Dhir Associates, is available
on the website of the Company at the web link
https://
embassyindia.com/investor-relations/financial-other-
reports/annual-reports?timeframe=2026.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual financial statements for
the year ended March 31, 2026, 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, 2026 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 Act, 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 Act, read with
relevant rules framed thereunder, the annual return of
the Company as on March 31, 2026, in prescribed format,
is available on the website of the Company at web link
https://embassyindia.com/investor-relations/disclosures-
under-regulation-46-of-sebi-lodr-regulations
.

BOARD MEETINGS

During FY 2025-26, six meetings of the Board 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 Act. 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 were placed at the
meeting with the permission of majority of directors (including
the Independent Directors). During FY 2025-26, a separate
meeting of the Independent Directors was held on March 05,
2026, without the presence of non-independent directors and
the company management.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND DIRECTORS

The NR Committee of the Board reassessed the framework,
methodology and criteria for evaluating the performance
of the Board as a whole, including Board committee(s),
performance of each individual director(s) including
independent directors & Chairman of the Board 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, composition
of the Board and Committees, effectiveness of the Board
processes, participation and contribution of directors,
strategic guidance, governance standards and discharge of
fiduciary responsibilities, 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.

Considering these parameters, the NR Committee had
reviewed at length the performance of the Board as a
whole, its Committees, and Individual Directors (including
the Independent Directors and the Chairman) basis the
feedbacks obtained by each of the Board members and was
recommended to the Board which took note of the same.
The performance of the Chairman and the Non-Independent
Directors of the Company and the Board as a whole was also
carried out by the Independent Directors at their separate
meeting held on March 5, 2026. The Directors expressed their
satisfaction with the evaluation process and its outcomes.

The annual performance evaluation was carried out
through structured questionnaires covering quantitative and
qualitative parameters, in accordance with the provisions of
the Companies Act, 2013, the SEBI LODR Regulations and the
guidance note on Board evaluation issued by SEBI. 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

Pursuant to Section 178 of the Act 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.

The policy is available at the website of the Company at
web link
https://embassyindia.com/investor-relations/
codes-policies. The Remuneration Policy is also 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 FY 2025-26, the Company has not made any
investment through more than two layers of investment
companies, except as permitted under the provisions of
the Act and the rules made thereunder. Further, the loans,
guarantees and investments made by the Company were
in compliance with the provisions of Section 186 of the
Companies Act, 2013 ("Act"). The particulars of such loans,
guarantees and investments, wherever applicable, are
disclosed in the standalone financial statements forming
part of this Annual Report.

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS WITH RELATED PARTIES

During FY 2025-26, the Company did not enter into any
materially significant related party transaction that
may have had a potential conflict with the interests of the
Company. All related party transactions entered into by the
Company, including material related party transactions
and modifications thereto, were approved by the Audit
Committee, the Board and the Members, wherever applicable,
in accordance with the provisions of the Companies Act,
2013 and the SEBI LODR Regulations. All such transactions
were undertaken in the ordinary course of business, on an
arm's length basis, and have been appropriately disclosed in
the financial statements forming part of this Annual Report.
The Audit Committee reviews all related party transactions
on a quarterly basis to ensure that they continue to be in
the ordinary course of business and on an arm's length basis
and are in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI LODR Regulations.

Accordingly, the disclosure of related party transactions in
Form AOC-2, as prescribed under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, is not applicable to the Company for
FY 2025-26, however the details of the material related party
transactions are available on the website of the Company at
https://embassyindia.com/investor-relations/financial-
other-reports/annual-reports?timeframe=2026
. The Policy

on materiality of Related Party Transactions and also on
dealing with such transactions is also available on the website
of the Company at
https://embassyindia.com/investor-
relations/codes-policies
.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

During FY 2025-26, the Board of Directors, based on the
recommendation of Audit Committee, appointed M/s Ernst
& Young LLP as the Internal Auditors of the Company.

The Company has an adequate and effective internal
control framework, commensurate with the nature,
size and complexity of its business and operations. The
framework encompasses internal financial controls,
financial reporting, operational controls, compliance with
applicable laws and regulations, risk management and fraud
prevention mechanisms.

The Internal Auditors conduct periodic risk-based internal
audits to evaluate the adequacy and operating effectiveness
of the Company's internal control systems and processes.
The scope of the internal audit, inter alia, includes a review
of internal financial controls, governance processes,
operational efficiency, compliance with statutory and
regulatory requirements, and adherence to the Company's
accounting policies, internal policies and procedures.
Wherever considered necessary, the internal audit function
is supplemented by reviews conducted by specialised
consultants and audit firms. The Internal Audit Reports,
together with the management's responses and corrective
action plans, are periodically reviewed by the Audit Committee.
Based on the observations and recommendations of the
Internal Auditors, the process owners implement appropriate
corrective and preventive actions to further strengthen the
Company's internal control environment.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this Report, there have
been no material changes or commitments affecting the
financial position of the Company between the end of
FY 2025-26, i.e., March 31, 2026, and the date of this Report,
nor have any significant or material orders been passed by
any regulator, court or tribunal that could impact the going
concern status of the Company or its 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 FY 2025-26, there were no foreign exchange earnings (previous year Nil). Details of the foreign exchange
outgo, are given below:

Particulars

FY 2025-26

FY 2024-25

Technical Support Expenses

2.48

0.00

Professional & Consultancy Charges

6.62

0.00

Brokerage Charges

34.24

6.73

Software Charges

0.79

0.26

Total

44.13

6.99

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies
Act, 2013 and Regulation 21 of the SEBI LODR Regulations,
the Company has established a robust Risk Management
Framework for the identification, assessment, mitigation,
monitoring and reporting of business risks and opportunities.
The framework seeks to enhance risk-informed decision¬
making, minimise the potential impact of risks on the
Company's business objectives and strengthen its long-term
sustainability and competitiveness, and has been implemented
through defined processes, governance mechanisms and
reporting protocols.

The Board, through the Risk Management Committee,
oversees the implementation and effectiveness of the Risk
Management Framework. The details of the composition,

terms of reference and meetings of the Risk Management
Committee are provided in the Corporate Governance Report
forming part of this Annual Report.

Based on the assessment carried out during FY 2025-26, no
risk has been identified that, in the opinion of the Board, may
threaten the existence of the Company.

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, form part of this Report and are
annexed as
Annexure-III.

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 updated on
significant changes in the regulatory and governance
framework applicable to the Company and its Directors.
The details of the familiarization programmes have been
hosted on the website of the Company at web link:
https://
embassyindia.com/investor-relations/codes-policies.

CREDIT RATING

The details of the credit ratings assigned to the Company
during FY 2025-26, along with the credit rating position
as on March 31, 2026, are provided in the Corporate
Governance Report, which forms an integral part of
this Annual Report.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE
COMPANIES

As disclosed earlier in this Report, during FY 2025-26,
the Company acquired the entire equity share capital
of Squadron Developers Limited, pursuant to which it
became a wholly-owned subsidiary of the Company
with effect from June 26, 2025. Further, during the year
under review, seven (7) subsidiaries, namely Serpentes
Constructions Limited, Albasta Developers Limited, Ariston
Investments Limited, Lenus Constructions Limited, Equinox
India Multiplex Services Limited, Mariana Constructions
Limited and Sentia Constructions Limited, ceased to be
subsidiaries of the Company pursuant to their voluntary
striking off in accordance with the provisions of the
Companies Act, 2013.

Accordingly, as on March 31, 2026, the Company had 183
subsidiaries, of which two, namely Sky Forest Projects
Limited and Reque Developers Limited, were classified as
material unlisted subsidiaries for FY 2025-26 in accordance
with the applicable regulatory requirements. In addition,
the Company also has investment in two Partnership firm/
LLP and one joint venture.

Subsequent to the close of FY 2025-26 and up to the date
of this Report, four additional subsidiaries, namely Apesh
Real Estate Limited, Varali Real Estate Limited, Devona
Infrastructure Limited and Dev Property Development
Limited, ceased to be subsidiaries of the Company
pursuant to their voluntary striking off in accordance with
the provisions of the Companies Act, 2013. Additionally,
the Company divested its entire investment in another
wholly-owned subsidiary, Sepset Real Estate Limited, by
transferring its entire shareholding to a third-party investor.

Accordingly, on the date of this Report, the Company has
178 subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENTS OF SUBSIDIARIES

Pursuant to the provisions of Section 129 of the Companies
Act, 2013 ("Act"), the Company has prepared the
consolidated financial statements of the Company and its
subsidiaries, which forms part of this Annual Report. The
standalone and consolidated financial statements of the
Company for FY 2025-26 shall be laid before the Members
at the ensuing 20th Annual General Meeting ("AGM").

A statement containing the salient features of the financial
statements of the Company's subsidiaries, joint venture
and associate companies, in the prescribed Form AOC-1
pursuant to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, forms part of this Report.
The Members are requested to refer to the standalone
and consolidated financial statements together with the
said statement for the financial performance and other
prescribed particulars of the subsidiaries, joint venture and
associate companies.

Further, pursuant to Section 136 of the Act, the standalone
and consolidated financial statements of the Company,
together with the separate audited financial statements of
each of its subsidiaries and all other relevant documents,
are available on the website of the Company. The financial
statements of the subsidiary companies are also available
for inspection by the Members at the Registered Office
of the Company during business hours. Members seeking
copies of the financial statements of any subsidiary
company may write to the Company.

COMMITTEES OF THE BOARD

In compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI LODR Regulations the
Board has constituted the following 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 relating to the composition, terms of reference,
roles and responsibilities, and meetings of the aforesaid
Committees are provided in the Corporate Governance
Report forming part of this Annual Report.

The Board constitutes such other committees as may
be considered necessary from time to time to meet
specific business or governance requirements. The terms
of reference of such Committees are approved and
reviewed by the Board from time to time. As on the date of
this Report, the Board has an Operations Committee
comprising of Executive Directors to oversee specified
administrative and operational matters.

The composition of above committees of the Company
is available on the website of the Company at web link
https://www.embassyindia.com/board-committees.

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms and states 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 accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules
made thereunder.

The Company has constituted an Internal Committee (“IC”)
in accordance with the provisions of the aforesaid Act and
confirms compliance with all applicable requirements
relating to its constitution and functioning.

The details of complaints received and disposed of during
FY 2025-26 are as under:

• Number of complaints pending at the beginning
of the year: Nil

• Number of complaints received during the year: Nil

• Number of complaints disposed of during the year: Nil

• Number of complaints pending as on March 31, 2026: Nil

• Number of complaints pending for more
than 90 days: Nil

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring full compliance
with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees are provided with maternity
benefits in accordance with the applicable provisions
of the Act, including paid maternity leave and other
statutory benefits. The Company remains committed to
fostering an inclusive, equitable and supportive workplace
that promotes the health, well-being and dignity
of its employees.

DETAILS OF PROCEEDINGS UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

As on the date of this Report, no proceedings under the
Insolvency and Bankruptcy Code, 2016 ("IBC") are pending
against the Company.

During FY 2025-26, Canara Bank filed a petition under
Section 7 of IBC, alleging financial liability of the Company,
as a purported guarantor, in respect of loan facilities
provided by a consortium of banks to M/s Sinnar Thermal
Power Limited (“Borrower”), an entity that was unrelated
to the Company or the Embassy group. These facilities
pertained to a power business that had been demerged
from the Company more than a decade ago, in 2011. The
Hon’ble National Company Law Tribunal, Delhi Bench
(“NCLT”), admitted the said petition vide order dated
December 9, 2025, initiating Corporate Insolvency

Resolution Process (“CIRP”) against the Company (“NCLT
Order”). The Company promptly challenged the said NCLT
Order by filing an appeal before the Hon’ble National
Company Law Appellate Tribunal, Delhi Bench (“NCLAT”),
which vide order dated December 11, 2025, granted an
interim stay on the operation of the said NCLT Order and
immediately stayed all consequential CIRP proceedings.
Therefore, the Company remained fully operational, with
normal business activities, and financially sound. The
NCLAT, on May 4, 2026, passed its final order in favour of
the Company, setting aside the impugned NCLT Order.
Accordingly, the interim protection granted by Hon’ble
NCLAT stood subsumed into the final order and the CIRP
initiated against the Company stood quashed and closed.

Accordingly, as on the date of this Report, no proceeding
under IBC is pending against the Company.

DETAILS OF VALUATION IN CASE OF ONE-TIME
SETTLEMENT WITH BANKS OR FINANCIAL
INSTITUTIONS

During FY 2025-26, 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

During FY 2025-26, the Company has not entered into any
kind of agreements as specified under Regulation 30A
read with clause 5A of paragraph A of Part A of Schedule
III of SEBI LODR Regulations.

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 victimization,
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 Policy is accessible
on the Company’s website at
https://embassyindia.com/
investor-relations/codes-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 FY 2025-26, no complaint was received under the
Whistle Blower 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 Act,
SEBI LODR Regulations, and the aforementioned MCA/
SEBI circulars, the 20th 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 2025-26
and the Notice of the 20th AGM will be 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.comor 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 20th AGM. This facility is in
accordance with Section 108 of the Act, 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 its Directors
and other officials. 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
Embassy Developments Limited
Sd/- Sd/-

Aditya Virwani Rajesh Kaimal

Place: Bengaluru Managing Director CFO & Executive Director

Date: August 10, 2026 DIN: 06480521 DIN: 03158687

1

Embassy Citadel, Worli, flagship ultra-luxury
residential development in Mumbai with an
estimated
GDV exceeding J8,800 crore;