Directors Report of Embassy Developments Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS

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

Particulars	Consolidated		Standalone
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total income	25,469.72	12,175.35	21,967.86	10,877.34
Total expenses	24,768.93	17,381.46	21,024.79	14740.71
Profit before Depreciation / Amortisation	700.79	(5206.11)	943.07	(3863.37)
Less: Depreciation / Amortisation	147.60	65.65	139.93	65.52
Profit before tax & exceptional items	553.19	(5271.76)	803.14	(3928.89)
Exceptional items, net gain	(280.00)	-	(280.00)	-
Profit/ (loss) before tax	273.19	(5271.76)	523.14	(3928.89)
Less: Tax Expense	(1756.13)	(421.18)	(2118.64)	(510.16)
Profit/ (loss) after tax before share of net profit/ (loss) of associate/ joint venture	2029.32	(4850.58)	2641.78	(3418.73)
Share of Net Profit/ (loss) in associate/ joint ventures	(92.98)	(323.37)	-	-
Profit/ (loss) after share of net profit/ (loss) of associate/ joint venture	1936.34	(5173.95)	2641.78	(3418.73)
Other Comprehensive Income, net of Income Tax	175.35	4,230.62	(1,664.73)	0.08
Total comprehensive income/ (loss) for the year	2,111.69	(943.33)	977.05	(3,418.65)

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

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

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

TRANSFER TO RESERVES

In accordance with the applicable provisions of the
Companies Act, 2013, and considering the financial
performance and operational requirements of the
Company, no amount has been transferred to the General
Reserve during the financial year 2024-25.

SUCCESSFUL COMPLETION OF MERGER:
INTEGRATION INTO EMBASSY GROUP

The Board is pleased to report that, during the financial
year 2024-25, after a prolonged wait and inordinate delay,
the Hon''ble National Company Law Appellate Tribunal,
New Delhi Bench, by its order dated January 7, 2025,
approved the Scheme of Amalgamation ("Schemeâ),
providing for the merger of NAM Estates Private Limited
("NAM Estatesâ) (an Embassy Group entity) into the
Company under Sections 230-232 of the Companies Act,
2013, and the Companies (Compromises, Arrangements
and Amalgamations) Rules, 2016 ("Mergerâ).

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

VISION-LED LEADERSHIP FOR FUTURE-READY
GROWTH

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

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

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

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

Promoter Highlights:

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

â¢ Over 30 Years of Real Estate Excellence

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

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

â¢ Pioneered Indiaâs First Publicly Listed REIT, setting
industry benchmarks

â¢ Strong partnerships with leading private equity
firms and global institutional investors

â¢ Promoters hold an aggregate of 42.66% controlling
stake in the Company, ensuring long-term
commitment and strategic alignment

COMPANYâS OVERVIEW: STRATEGIC
COMBINATION DRIVING GROWTH & SYNERGIES

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

â¢ Dual Headquarters & Talent Strength: Strategically
co-headquartered at Mumbai & Bengaluru with a
strong talent base of 720 employees

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

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

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

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

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

TRANSFORMATION OF CORPORATE IDENTITY
FOLLOWING MERGER INTEGRATION

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

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

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

RECAPITALISATION / FUND RAISING

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

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

Detailed disclosure on change in the share capital of the
Company is given under the section âSHARE CAPITAL /
STOCK OPTIONSâ forming part of this Boardâs Report.

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

STRATEGIC ASSET ACQUISITIONS: BUILDING
A ROBUST FUTURE

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

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

Key Acquisitions in FY25 and during current FY:

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

* Entitlement for 68% of the share in the undivided right, title and interest in Embassy East Avenue under a joint development agreement.

** acquisition is yet to be completed

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

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

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

In view of the Companyâs current business requirements
and strategic objectives, the Board has considered it
prudent not to recommend any dividend for the financial
year 2024-25. The Companyâs Dividend Distribution
Policy, as required under Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulationsâ), is
available on the Companyâs website at: https://www.
embassyindia.com/policies/.

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

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

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

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	Executive	CEO & Executive
(DIN: 00387166)	Director & KMP	Director
Mr. Rajesh Kaimal	Executive	CFO & Executive
(DIN: 03158687)	Director & KMP	Director
Mr. K. G.	Non-Executive	Independent
Krishnamurthy (DIN: 00012579)	Director	Director
Mr. Shyamm	Non-Executive	Independent
Mariwala (DIN: 00350235)	Director	Director
Mr. Javed Tapia	Non-Executive	Independent
(DIN: 00056420)	Director	Director
Ms. Tarana Lalwani	Non-Executive	Independent
(DIN: 0194 0572)	Director	Woman Director
Mr. Vikas Khandelwal	KMP	Company Secretary and Group Chief Compliance Officer

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

Independent Directors

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

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

Changes in Board and Key Managerial Personnel,
during the year

During the financial year 2024-25, the following changes
occurred in the composition of the Board and Key
Managerial Personnel ("KMPâ) of the Company:

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

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

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

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

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

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

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

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

Re-appointment of Directors

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

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

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

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

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

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

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

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

SHARE CAPITAL / STOCK OPTIONS
Changes in authorized share capital

During the year under review, the authorized share capital
of the company has been increased from âH514,00,00,000/-
divided into 75,00,00,000 equity shares of H2/- each
and 36,40,00,000 preference shares of H10/- eachâ to
âH1434,27,00,000/- divided into 660,13,50,000 equity
shares of H2/- each and 11,40,00,000 preference shares
of H10/- eachâ.

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

(a) Re-classification of authorized share capital: The

authorized share capital of the Company was reÂ¬
classified pursuant to the approval of the members
in their extra-ordinary general meeting held on
April 30, 2024, from ''H514,00,00,000/- divided
into 75,00,00,000 equity shares of H2/- each and
36,40,00,000 preference shares of H10/- eachâ to
âH514,00,00,000/- divided into 200,00,00,000
equity shares of H2/- each and 11,40,00,000
preference shares of H10/- eachâ.

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

Company stood increased from âH514,00,00,000/-
divided into 200,00,00,000 equity shares of
H2/- each and 11,40,00,000 preference shares
of H10/- eachâ to âH1434,27,00,000/- divided into
660,13,50,000 equity shares of H2/- each and
11,40,00,000 preference shares of H10/- eachâ.

Changes in Paid-Up Share Capital

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

â¢ As on April 1, 2024:

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

â¢ As on March 31, 2025:

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

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

â¢ Post Financial Year (as on report date):

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

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

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

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

2025). As on March 31, 2025, a total of 21,56,23,003
unlisted Warrants remained outstanding and eligible
for conversion. Further, subsequent to the close of
the financial year 2024-25 and up to the date of
this report, the Company has issued and allotted
an additional 14,86,91,069 Equity Shares upon
conversion of Warrants by certain warrant-holders
(comprising 9,80,23,128 Equity Shares on May 15,
2025, 2,86,97,000 Equity Shares on May 22, 2025,
1,65,90,441 Equity Shares on June 2, 2025 and
53,80,500 Equity Shares on August 20, 2025).

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

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

â¢ Cancellation of Equity Shares held by NAM
Estates due to Cross-Holding: Upon the Scheme
of Amalgamation coming into effect, as detailed
earlier in this report, and the consequent Merger
of NAM Estates into the Company, an aggregate of
6,30,95,240 Equity Shares held by NAM Estates in the
Company-representing approximately 9.91% of the
then paid-up equity share capital of the Company-
stood cancelled in entirety, on account of crossÂ¬
holding, in the manner provided under the Scheme.

Launch of ESOP scheme

During the financial year 2024-25, pursuant to the
approval of the Board and shareholders dated February
25, 2025 and March 25, 2025, respectively, the Company
launched its "Embassy Developments Limited Employee
Stock Option Scheme - 2025â ("Embassy ESOS 2025â),
prepared in accordance with the provisions of the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
as amended ("SEBI SBEB Regulationsâ). The Embassy
ESOS 2025 comprises upto an aggregate of 4,50,00,000
Stock Options ("SOâ) or Performance Stock Unit
("PSUâ) (collectively hereinafter referred to as "Option
or Optionsâ), convertible into upto 4,50,00,000 Equity

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

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

LISTING WITH STOCK EXCHANGES

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

PUBLIC DEPOSITS

During the financial year 2024-25, the Company has not
accepted any deposits from the public, falling within
the ambit of Chapter V of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules,
2014, therefore the disclosures in terms of Rule 8 of the
Companies (Accounts) Rules, 2014 is not applicable.

AUDITS AND AUDITORS

(a) Statutory Auditors

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

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

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

The Auditorsâ Reports issued by the existing
Statutory Auditors of the Company, on both
standalone and consolidated financial statements
of the Company for the financial year 2024-25, do
not contain any qualification, reservation, adverse
remark or disclaimer. The report, when read together
with the relevant notes to accounts and accounting
policies are self-explanatory and therefore do not
call for any further explanation.

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

(b) Secretarial Auditors & Secretarial Audit Report

The Company has provided all assistance, facilities,
documents, records and clarifications etc. to the
Secretarial Auditors for conducting their audit for
the financial year 2024-2025. The Secretarial Audit
Report, along with Annual Secretarial Compliance
Report, as prescribed under Regulation 24A of SEBI
LODR Regulations, for the financial year 2024-25,
are annexed as Annexure-I(i) and Annexure-I(ii)
respectively, and form part of this Report. The said
reports do not contain any qualifications or adverse
remarks and are self-explanatory and therefore do
not call for any further explanation. Additionally,
pursuant to the provisions of Regulation 24A of
SEBI LODR Regulations, the Secretarial Audit
Reports of M/s Sepset Real Estate Limited,
Devona Constructions Limited (formerly Indiabulls
Constructions Limited), Equinox India Infraestate
Limited (formerly Indiabulls Infraestate Limited)
and Sky Forest Projects Private Limited (formerly
Indiabulls Properties Private Limited), Indian
unlisted material subsidiary(ies) of the Company for
FY 2024-25, are annexed as Annexure-I(iii),
Annexure-I(iv), Annexure-I(v) & Annexure-I(vi),
respectively. The said reports do not contain any
qualifications or adverse remarks and are selfÂ¬
explanatory and therefore do not call for any
further explanation.

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

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

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

Pursuant to the applicability of section 148 of
the Companies Act, 2013 read with the Rule 4 of
the Companies (Cost Records and Audit) Rules,
2014, due to post effectiveness of the scheme of
amalgamation, the Company, as a merged entity,
has maintained the cost records and had appointed
M/s Gurvinder Chopra & Co, Cost Accountants, as
Cost Auditors, for conducting the audit of the cost
records of the company, for the financial year 2024Â¬
2025, had appointed M/s Gurvinder Chopra & Co,
Cost Accountants, as Cost Auditors, for conducting
the audit of the cost records of the company, for the
financial year 2024-2025.

The report issued by the cost auditors of the
Company, for the financial year 2024-25, does
not contain any qualification, reservation, adverse
remark or disclaimer.

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

Further, in terms of the provisions of Section 148
of the Companies Act, 2013 read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014,
the Board of Directors, at the recommendations of
Audit Committee, had re-appointed M/s Gurvinder
Chopra & Co, Cost Accountants as Cost Auditors
to conduct the audit of the cost records of the
Company for the FY 2025-26 at such remuneration
as may be recommended by the board and ratified
by the Shareholders of the Company at their ensuing
Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social
Responsibility (CSR)â, the Company, as a group directly
or through subsidiaries, has been undertaking projects in
the areas specified under its CSR Policy (available on your
Companyâs website at web link https://www.embassyindia.
com/wp-content/uploads/2025/03/EMBDL-corporate-
social-responsibilitv-policv.pdf) in accordance with
Schedule VII of the Companies Act, 2013, read with the
relevant Rules.

In terms of the applicable provisions of Section 135 of
the Companies Act 2013, read with relevant Rules framed
thereunder, since the Company had average net losses
during immediately preceding three financial years, the
Company was not required to contribute any amount
towards CSR activities during the financial year 2024-25.
However, during the financial year 2024-25, the Company
through its subsidiaries was required to contribute H2.47
million towards CSR activities. The said amount was duly
spent in the field of promotion of sports and education
initiatives etc.

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

CORPORATE GOVERNANCE REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

pinni lAl-ronnrfc;/

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

WEB LINK OF ANNUAL RETURN

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

BOARD MEETINGS

During the financial year 2024-25, total 9 (Nine) Board
meetings were convened and held. The details of such
meetings are given in Corporate Governance Report
forming part of this Annual Report. The intervening
gap between these meetings was within the period
prescribed under the Companies Act, 2013. The notice
and agenda including all material information and
minimum information required to be made available
to the Board under SEBI LODR Regulations, were
circulated to all directors, well within the prescribed
time, before the meeting or placed at the meeting with

the permission of majority of Directors (including the
Independent Directors). During the financial year 2024Â¬
25, a separate meeting of the Independent Directors
was held on January 10, 2025, without the presence of
non-independent directors and the members of the
Company management.

PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND DIRECTORS

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, Stakeholdersâ Relationship Committee,
Risk Management Committee and Corporate Social
Responsibility Committee, as well as the performance
of each director individually, including the Chairman,
was carried out by the entire Board of Directors. The
performance evaluation of Non-independent Directors
and the Board as a whole was carried out by the
Independent Directors at their meeting held on January
10, 2025. The Directors expressed their satisfaction with
the evaluation process.

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

POLICY ON APPOINTMENT OF DIRECTORS &
THEIR REMUNERATION

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

available at the website of the Company i.e. https://
www.embassyindia.com/wp-content/uploads/2025/03/
EMBDL-nomination-and-remuneration-policy.pdf.
The Remuneration Policy is stated in the Corporate
Governance Report which is presented in a separate
section as an integral part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the financial year 2024-25, in terms of the
provisions of Section 186 (1) of the Companies Act, 2013,
the Company did not make any investments through
more than two layers of investment companies. The
Companyâs investment/loans/guarantees, during the
financial year 2024-25, were in compliance with the
provisions of section 186 of the Companies Act, 2013,
particulars of which are captured in financial statements
of the Company, wherever applicable and required,
forming part of this Annual Report.

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25, no materially significant
related party transaction was entered by the Company
with its key managerial personnel(s) or other designated
persons, which may have potential conflict with the
interest of the Company at large. All transactions entered
into by the Company with its related parties (RPTs)
including material RPTs and modification(s) thereof, were
approved by audit committee / Board/ shareholders
wherever required, in their respective meetings, in terms
of the provisions of the Companies Act, 2013 and SEBI
LODR Regulations, and were on an armâs length basis and
in the ordinary course of business and duly disclosed in
the financial statements of the Company.

Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable to the Company for FY 2024-25,
however, a disclosure on material RPTs is uploaded on
the website of the Company, voluntarily, at https://www.
embassyindia.com/annual-reports/.

The Policy on materiality of Related Party Transactions
and also on dealing with such transactions is available on
the website of the Company at https://www.embassvindia.
com/wp-content/uploads/2025/03/EMBDL-policv-for-
dealing-with-rpt.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

During the financial year 2024-25, M/s R N Marwah &
Co. LLP were appointed as the Internal Auditors of the
Company. The Company has an elaborate system of
internal controls commensurate with its size, scale and
operations, which also covers financial controls, financial
reporting, fraud control, compliance with applicable
laws and regulations etc. Regular internal audits are
conducted to check and to ensure that responsibilities

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

MATERIAL CHANGES AND COMMITMENTS

Other than those disclosed in this Report and Corporate
Governance Report, an integral part of this Report, there
have been no material changes or commitments affecting
the financial position of the Company between the end of the
financial year, i.e., March 31, 2025, and the date of this Report,
and no significant or material orders have been passed by
any regulators, courts, or tribunals that may impact the going
concern status or the Companyâs 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,
companyâs 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
Companyâs 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 Companyâs 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 Companyâs approach in adopting
technology has improved customer
satisfaction, reduced operational cost and
created new opportunities for development
of businesses. Also, there is cost reduction in
the administration and construction, through
utilisation of scheduling and planning, efficient
practices, prefabricated components, etc.
Some of the initiatives are: In-depth planning
of construction activities to achieve shorter
time-lines and reduced consumption of man
and material at site, organising/scheduling/
structuring the work in tandem with job
descriptions to ensure efficiency, engaging
specialised sub-contractors/ consultants to
complete tasks efficiently, introducing rules and
regulations based on national and international
standards and internal classifications,
monitoring performance at projects and
administrative offices.

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

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

C. Foreign Exchange Earnings and Outgo

During the financial year 2024-25, there were no
foreign exchange earnings (previous year Nil). Details
of the foreign exchange outgo, are given below:

Particulars	FY 2024-25	FY 2023-24
Technical Support Expenses	0.00	0.40
Professional & Consultancy Charges	0.00	7.00
Brokerage Charges	6.73	0.00
Software Charges	0.26	0.00
Total	6.99	7.40

BUSINESS RISK MANAGEMENT

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

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

PARTICULARS OF EMPLOYEES

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

FAMILIARISATION PROGRAMME FOR NONÂ¬
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 Companyâs
strategy, business model, product and service offerings,
customersâ & shareholdersâ profile, financial details, human
resources, technology, facilities, internal controls and risk
management, their roles, rights and responsibilities in
the Company. The board is also periodically briefed on
the various changes, if any, in the regulations governing
the conduct of non-executive directors including
independent directors. The details of the familiarisation
programmes have been hosted on the website of the
Company and can be accessed on the link: https://www.
embassvindia.com/policies/.

CREDIT RATING

The details of credit ratings received during the financial
year 2024-25 and the credit rating position as on March
31, 2025, are provided in the Corporate Governance
Report, which forms an integral part of this Report.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE
COMPANIES

During the financial year 2024-25, pursuant to
the acquisition of certain assets/projects and the
implementation of the Merger, as detailed in this Report,
the following entities became direct or indirect wholly
owned subsidiaries of the Company:

(a) RGE Constructions and Developments Private Limited;

(b) Vigor Developments Private Limited;

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

(e) Sion Eden Developers Private Limited;

(f) Equinox Developments Private Limited;

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

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

(i) Embassy Realty Ventures Private Limited;

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

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

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

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

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

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

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

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

(r) Embassy One Developers Private Limited;

(s) Basal Projects Private Limited;

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

(u) Reque Developers Private Limited

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

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

Consequently, as on March 31, 2025, the Company had
189 subsidiaries. Among them, four subsidiaries viz
Equinox India Infraestate Limited (formerly Indiabulls
Infraestate Limited), Devona Constructions Limited
(formerly Indiabulls Constructions Limited), Sepset Real
Estate Limited and Sky Forest Projects Private Limited
(formerly Indiabulls Properties Private Limited) were
classified as material subsidiaries of the Company for the
financial year 2024-25.

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

Consolidated Financial Statements and Financial
Statement of Subsidiaries

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

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

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

COMMITTEES OF THE BOARD

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Risk Management Committee; and

e) Corporate Social Responsibility Committee

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

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

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

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

COMPLIANCE OF THE SECRETARIAL STANDARDS

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

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

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

In the beginning of the financial year 2024-25, neither
any case of sexual harassment was pending with the
Company nor any such case was received during the
year. Further, no complaints were pending for resolution
for more than 90 days.

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

COMPLIANCE OF MATERNITY BENEFIT ACT,
1961

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

DETAILS OF PROCEEDINGS UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year 2024-25, no application was
made and no proceedings were pending against the
Company under the Insolvency and Bankruptcy Code,
2016, as on March 31, 2025.

DETAILS OF VALUATION IN CASE OF ONEÂ¬
TIME SETTLEMENTS WITH BANKS OR
FINANCIAL INSTITUTIONS

During the financial year 2024-25, the Company did not
undertake any one-time settlement in respect of loans
obtained from banks or financial institutions. Accordingly,
no valuation was required to be carried out in this regard.

CERTAIN TYPES OF AGREEMENTS
BINDING THE COMPANY / SIGNIFICANT
DEVELOPMENTS

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

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

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

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

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

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

During the financial year 2024-25, no complaint was
received under the Policy, and no individual was denied
access to the Audit Committee or its Chairperson.

GREEN INITIATIVES

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

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

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

Electronic copies of the Annual Report for FY 2024-25
and the Notice of the 19th AGM have been sent to all
Members whose email addresses are registered with the

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

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

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

DIRECTORS AND OFFICERS INSURANCE
(âD&O INSURANCEâ)

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Sd/- Sd/-

Aditya Virwani Rajesh Kaimal

Place: Mumbai Managing Director CFO & Executive Director

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

Mar 31, 2024

Your directors have pleasure in presenting this Eighteenth Annual Report, together with the audited financial statements (standalone & consolidated) of the Company for the financial year ended March 31,2024.

Financial Highlights

The summary of the consolidated financial statements of the Company for the financial year ended March 31, 2024, are as under:

Amount ('' Mn.)

Particulars	Year Ended March 31,2024	Year Ended March 31,2023
Profit before Depreciation/ Amortisation	(3,824.00)	(5,117.50)
Less: Depreciation/ Amortisation	113.20	121.30
Profit before tax & exceptional items	(3,937.20)	(5,238.80)
Exceptional items	(6,290.70)	(387.90)
Profit before tax	(10,227.90)	(5,626.70)
Less: Provision for Tax	155.60	449.20
Profit after Tax before Noncontrolling interest	(10,383.50)	(6,075.90)
Less: Non-controlling interest	3.00	7.90
Net Profit for the year	(10,386.50)	(6,083.80)

The summary of the standalone financial statements of the Company for the financial year ended March 31, 2024, are as under:

Amount ('' Mn.)

Particulars	Year Ended March 31,2024	Year Ended March 31,2023
Profit before Depreciation / Amortisation	48.50	(3,940.10)
Less: Depreciation / Amortisation	17.40	22.20
Profit before tax & exceptional items	31.10	(3,962.30)
Exceptional items	(35,829.40)	-
Profit before tax	(35,798.30)	(3,962.30)
Less: Provision for Tax	4.00	5.10
Profit after Tax	(35,802.30)	(3,967.40)

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the financial year 2023-24.

RE-BRANDING AND NAME CHANGE OF THE COMPANY

Since the re-classification of erstwhile promoters and promoter group of the Company to âPublicâ category, w.e.f. June 2, 2022, there has been a change in management of the Company and the Company is being professionally managed by Independent Board comprising of qualified professionals of repute and is not associated or connected with the Indiabulls group, in any manner whatsoever. Therefore, the Board of Directors considered it appropriate for Companyâs rebranding under the new name & trade name, and accordingly, the board of directors of the Company in its meeting held on April 05, 2024 and shareholders of the Company, by way of special resolution passed at their Extra-ordinary General Meeting held on April 30, 2024, approved the name change of the Company to âEquinox India Developments Limitedâ.

Pursuant to the fresh Certificate of Incorporation dated June 20, 2024, issued by the Registrar of Companies, Central Registration Centre, Manesar (âROCâ), the name of the company stood changed from âIndiabulls Real Estate Limitedâ to âEquinox India Developments Limitedâ. Further, the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), vide their letters dated July 2, 2024, have considered and approved the said name change in their records also and the equity shares of the Company are being traded on NSE & BSE in its new name âEquinox India Developments Limitedâ with new symbol âEMBDL effective from July 8, 2024.

RECAPITALIZATION / FUND RAISING

To recapitalize the balance sheet of the Company and to position the Company for organic and inorganic growth purposes, such as capital expenditure for completion of existing projects and new launches as well as proposed acquisitions, other working capital requirements and general corporate purposes, the Company in compliance with the: (i) Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (âSEBI ICDR Regulationsâ); (ii) the shareholderâs resolution dated April 30, 2024; and (iii) in-principle approvals from BSE Limited and National Stock Exchange of India Limited (âStock Exchangesâ) each dated May 9, 2024, has on May 21,2024, raised capital through the issuance and allotment of an aggregate of (a) 9,13,55,606 equity shares of face value of INR 2/- each (âEquity Sharesâ); and (b) 25,91,19,201 unlisted warrants, convertible into equivalent number of Equity Shares (âWarrantsâ) via preferential issue, on a private placement basis, for cash consideration aggregating to approx. INR 3,908.14 crore, out of which, approx. INR 1,769.84 crore, has been received by the Company till the date of this report and balance shall be received as and when the holders of the said Warrants

exercise their right to convert the Warrants into equivalent number of Equity Shares, within a period of 18 months from the date of allotment.

Some of prominent investors, who participated in the preferential issue, are - Embassy group, Baillie Gifford, entities controlled by the funds managed by affiliates of Blackstone Inc., funds managed by Quant Money Managers, Poonawalla Finance, and others. Posing a confidence in the Company and its prospectus and towards the commitment for its longterm growth, the Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) have also subscribed to the above issue to the tune of over INR 63.56 crore.

The funds have been / are being utilized in the pre-identified objects viz. acquisition of few identified assets, growth initiatives (acquisition of future assets/projects by the Company or its subsidiaries) and other general corporate purposes.

Detailed disclosure on change in share capital of the Company is given under the section âSHARE CAPITAL / STOCK OPTIONS / SARâ forming part of this Boardâs Report.

ASSET ACQUISITIONS TO RE-ENERGIZE BUSINESS & FUEL GROWTH

Pursuant to the approval of the board of directors of the Company, at their meeting held on April 5, 2024, and the shareholders of the Company, at their extra-ordinary general meeting held on April 30, 2024, the following assets have been acquired:

(i) Embassy Residency, a proposed high-rise residential development project spread over ~8.2 acres having a sale area of ~1.4 msf, in OMR Chennai, Tamil Nadu, India, through the purchase of RGE Constructions and Development Private Limited, by the Company from Embassy Property Developments Private Limited (âEPDPLâ) pursuant to a securities purchase agreement (executed in furtherance of the binding term sheet), for cash consideration of approximately INR 119.55 crore (after closing adjustments to the enterprise value of INR 120.50 crore);

(ii) Embassy Eden, a proposed residential villa development project spread over ~31.30 acre having a sale area of ~0.7 msf, in North Bengaluru, Karnataka, India, from EPDPL pursuant to an investment agreement (executed in furtherance of the binding term sheet), through the infusion of approximately INR 465.71 crore capital in Sion Eden Developers (âSionâ), a partnership ffrm under the Indian Partnership Act, 1932 (after closing adjustments to the enterprise value of INR 465.70 crore);

(iii) Embassy East Avenue, a proposed residential development project spread over ~3.75 acre having

a ~0.5 msf of sale area, in Whitefield, Bengaluru, Karnataka, India* through the purchase of Vigor Developments Private Limited (âVDPLâ) by the Company from EPDPL pursuant to a share purchase agreement (executed in furtherance of the binding term sheet), for cash consideration of approximately INR 117.28 crore (after closing adjustments to the enterprise value of INR 117.10 crore);

*VDPL is entitled to 68% of the share in the undivided right, title and interest in Embassy East Avenue under a joint development agreement.

(iv) BLU Annex, ~47% FSI rights on 1.93 acres / ~1.7 msf high-rise / ultra luxury / residential project in Mumbai, Maharashtra India, through the acquisition of 100% of the equity share capital and outstanding securities of Spero Properties and Services Private Limited by Indiabulls Infraestate Limited, a wholly-owned subsidiary of the Company, and the Company, from BREP Asia SG L&T Holding (NQ) Pte. Ltd., BREP Asia SBS L&T Holding (NQ) Ltd., and BREP VIII SBS L&T Holding (NQ) Ltd., at an enterprise value of INR 1,150 crore;

(v) Sky Forest Project, situated in Lowel Parel, Mumbai, through acquisition of 100% stake, on a fully diluted basis, of Sky Forest Projects Private Limited by Indiabulls Constructions Limited, a wholly-owned subsidiary of the Company, from certain entities controlled by funds that are managed by Blackstone Inc., for an enterprise value of approximately INR 646.71 crore.

Further, as part of exploring growth opportunities, streamlining resource allocation for the construction, development and operation of its assets and seeking a potential pipeline of assets, the Company and EPDPL, on May 14, 2024, entered into an agreement pursuant to which EPDPL (by itself and/ or on behalf of the Embassy group) agreed to: (i) provide a right of opportunity to the Company to acquire the rights, title and interest in certain identified Embassy Assets (either through a sale of entities owning the asset or by way of sale of the assets itself) aggregating to approximately ~503 acres. The arrangement is effective for a period of three years from the date of the agreement. The Company has also paid an amount of INR 150 crore to EPDPL to be utilized towards one or more of the said assets, for aggregation and conversion of land and to discharge liabilities and settle obligations with respect to third-parties. Such amount will be interest bearing at the rate of 15.5% per annum from the date of payment. If such amount has not been utilized in accordance with the purpose or within a period of 12 months from the date of payment, the entire amount is required to be refunded by EPDPL to the Company, together with any accrued interest, immediately upon the expiry of such 12-month period.

The Directors believe that the above acquisition of assets will expand the Companyâs presence in the key markets of Bengaluru, Chennai and Mumbai and are expected to lead to synergies and add value for all the stakeholders. This will enable Company to launch new projects and will increase the Companyâs portfolio.

UPDATE ON MERGER OF EMBASSY GROUP ENTITIES INTO THE COMPANY

During the financial year 2023-24, the Honâble National Company Law Tribunal (âNCLTâ), Chandigarh Bench, vide its order dated May 9, 2023, withheld the Scheme of Amalgamation of NAM Estates Private Limited (âNAMâ) and Embassy One Commercial Property Developments Private Limited (âEOCPDPLâ), 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 (âSchemeâ). The NCLT vide its order dated May 9, 2023 (âOrderâ), 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, Honâble 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 already filed an appeal (âAppealâ) before Honâble National Company Law Appellate Tribunal (âNCLATâ), New Delhi Bench, challenging the said Order pronounced by NCLT. The NCLAT heard the arguments on behalf of the Company, at various hearing, however due to paucity of time, the arguments could not get completed. The Appeal is pending before the NCLAT.

UPDATE ON LONDON RECEIVABLES AMOUNTING TO GBP 61.85 MILLION (~RS. 629 CRORES)

During the period under review, it was brought to the attention of the current management of the Company that during the FY 2019-20, pursuant to the Share Purchase Agreement dated November 1, 2019 (âSPAâ), the Company had divested itâs entire stake in Century Limited, which indirectly owns Hanover Square property, London (âLondon Propertyâ), held by the Companyâs subsidiary Brenformexa Limited (âBrenformexaâ), to Clivedale Overseas Limited (âClivedaleâ), an entity controlled by the erstwhile promoters of the Company, for total consideration of GBP 200 million, out of which an amount equivalent to GBP 61.85 million (~Rs. 629 Crores) remains

due and payable from Clivedale to Brenformexa (âBalance Amountsâ or âLondon Receivablesâ).

Subsequently, the erstwhile management of the Company by way of purported amendments to the said SPA, authorised the illegal waiver of the payment of Balance Amounts by Clivedale.

The current management upon being aware of the above waiver of the Balance Amounts to Clivedale, immediately took preventive steps against the purported waiver of GBP 61.85 million (~Rs. 629 Crores) under the said SPA, engaged legal advisors/ counsels and initiated legal proceedings against Clivedale and as a prudent measure in consultation with the statutory auditors, created a provision of Rs. 629 Crores in its books of accounts for the period ended June 30, 2023, against the potential inability to recover the Balance Amounts.

In order to resolve this dispute amicably, the parties to the transaction, have now mutually agreed to refer this dispute to mediation and have jointly appointed Ms. Yulia Barnes, Managing Partner, Barnes Law, as the sole mediator to facilitate settlement of the disputes.

IMPAIRMENT OF ASSETS & FINANCIAL INSTRUMENTS

The Company is an independently-run company without any promoter, managed by a professional board comprised of independent directors and an executive director. The Company has 173 subsidiaries, which are primarily engaged in various business activities, inter-alia existing or proposed development of residential or commercial projects, other real estate development, project management and construction services etc.

Companies in the real estate sector in India are heavily regulated & are subject to the complexities and regulatory requirements of local, state and national rules, regulations and legislations, such as the Land Ceiling Act, 1961. Therefore, different companies/subsidiaries are typically set up for land acquisition and consolidation in different states and regions in India. Given the varied requirements applicable in every state/local region in India for real estate (including the construction and development of projects), the risk-rewards profile, and in particular, the gestation period for such projects is different and could range between three to four years and even eight to ten years in certain cases. This includes making investments in projects, completing the projects and subsequently generating and recognizing the revenue/profits. Therefore, as an industry practice, in the real estate sector in India, land parcels for projects are held or aggregated under different subsidiaries, which are in turn held by one or more holding or management companies, and

such holding or management companies provide financing and investment to the subsidiaries for land aggregation, development and construction.

The Company historically financed its subsidiaries for their business activities, through investment in equity instruments & debt /inter-corporate deposits, as being closely held entities they could not easily access the equity & debt from market and other sources. However, due to economic & market conditions (including the sluggish real estate market & the adverse impact of the global COVID-19 pandemic) in recent years, delays in development & other operational and business considerations, certain subsidiaries have become loss-making.

The new and independent professional management of the Company assessed the current and future performance of its subsidiaries to identify any indication of impairment in the carrying value of Companyâs investments in its subsidiaries and the recoverability of these investment from the lossmaking subsidiaries, and accordingly, as a prudent measure, the independent Board, has recognized an impairment provision of ''893 Cr as per Ind AS 36 - âImpairment of Assetsâ, against investment in equity and other instruments by the Company in certain subsidiaries; and an impairment provision of ''2,690 Cr as per Ind AS 109 - âFinancial Instrumentsâ, against inter-corporate deposits provided by the Company to certain subsidiaries.

The above impairments are not required to be recognized in the Companyâs consolidated financial statements for the financial year ended March 31,2024. There shall be no impact or effect of these impairment provisions on Companyâs consolidated financials.

NASHIK SEZ

The Company through its subsidiary Indiabulls Industrial Infrastructure Limited (âIIILâ), had in August 2007 entered into a Shareholder Agreement (âSHAâ) with Maharashtra Industrial Development Corporation (âMIDCâ) which allowed IIIL to enter into lease deeds with MIDC on approximately 2,500 acres of land (âLandâ) situated in Sinnar, Nashik district, Maharashtra. The Land was to be developed as industrial plots within the Special Economic Zone (âSEZâ) framework. IIIL has paid a premium of Rs. 67.7 crores to MIDC for the Land.

Development on the Land has been carried out with respect to a 1350 MW power plant, along with basic infrastructure (such as roads, water, power, administrative blocks, etc), a 38 km SEZ boundary wall, 8MLD freshwater pipeline, customs office inside SEZ, solar streetlights, telecom and broadband connectivity. Further, to rehabilitate the Project Affected

Persons (PAPs) the Company has paid the plot fee towards the PAPs, along with basic infrastructure (such as bitumen roads, RCC water tank, water pipeline, electric pole network, solar streetlight, WBM road (14 km), culverts etc).

While IIIL was in the process of planning and conducting further development on the Land, MIDC issued a termination notice purporting to terminate the Lease Deed based on an alleged lapse by the Company with respect to completing the development of the Project as per the SHA within the stipulated timelines.

The Company had approached the Honâble Bombay High Court, against the said termination notice, and it directed IIIL and the Company (âAppellantsâ) to present this matter before the Executive Engineer. As per the directions of the order passed by Honâble Bombay High Court, the Appellants presented the matter before the Executive Engineer on 5^thFebruary, 2024 on merits. However, still an eviction order dated 29^th February, 2024 was passed by the Executive Engineer. The same was challenged by Appellants as and by way of Writ Petition in Honâble Bombay High Court, wherein the High Court vide its order dated 12^th April, 2024 directed the Appellants to seek recourse before the appropriate forum. Accordingly, the Appellants have filed an appeal in the Nashik Court challenging the termination notices and eviction order dated 29^th February, 2024. Appellants have also filed a stay application seeking stay on eviction order dated 29^th February, 2024. The matter is pending before the Nashik Court.

REGULATORY ACTIONS / UPDATES

(a) During the period under review, the Company and its Subsidiary M/s Albasta Infrastructure Limited (âNoticeesâ) had, amongst other erstwhile management and promoters, received a show cause notice(s) dated November 1, 2023 from Securities and Exchange Board of India (âSEBIâ) for diversion/siphoning of Companyâs funds for the personal interest of erstwhile promoters and alleged violation of certain provisions of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Related to Securities Market) Regulations, 2003 and /or certain provisions of SEBI LODR Regulations and Listing Agreement.

The transactions impugned in the Show Cause Notice are related to the period when the Noticees were in the control of erstwhile management and promoters of the Company. The current independent and professional management of the Company has taken strenuous steps to rebuild, enhance, re-brand and transform the business and the Company. Any amount levied as and by way of penalty, fine or otherwise by the SEBI will

cause unjust punishment and undue hardship to the public shareholders and investors at large and loss of reputation to the present professional and independent management, who are committed towards the public shareholders and to safeguard their interest. Accordingly, the Company and its subsidiary submitted their joint-reply with the SEBI and also applied for settlement under the SEBI (Settlement Proceedings) Regulations 2018.

The SEBI had granted an opportunity for a personal hearing before the Quasi-Judicial Authority, CGM, SEBI. The Company has made necessary presentations/ responses to SEBI in connection with the said matter. The Company has not received any further communication in this regard.

(b) During the period under review, the National Stock Exchange of India Limited (NSE) has asked for a few clarifications and information pertaining to, inter-alia, the financials of the Company and certain subsidiaries of past financial years. The Company has responded to the queries and provided the supporting documents/ information, as and when such clarifications or information were sought.

(c) The Office of Regional Director, Ministry of Corporate Affairs, Government of India, Northern Region, New Delhi, (âRegional Director, MCAâ), conducted inspection of the records and documents of Indiabulls Infraestate Limited (âIILâ), a wholly owned subsidiary of the Company, pertaining to the financial years 2017 to 2021, under Section 206 (5) of the Companies Act. IIL has submitted all requisite information and records and cooperated with the regulators. IIL is yet to receive any further formal communication from Regional Director, MCA on this.

SETTLEMENT OF DISPUTE WITH TRAFIGURA

During the period under review, it was brought to the attention of the current management of the Company that in the project âOne Indiabulls Centreâ (âProjectâ), which is developed by Sky Forest Projects Private Limited (formerly known as Indiabulls Properties Private Limited) (âSky Forestâ), a customer M/s Trafigura Global Services Private Limited (âTrafiguraâ) had taken 3rd to 8th floors in the project, along with 137 parkings. However, due to some issues pertaining to the management of the premises leased to Trafigura (more specifically the water leakage in the premises), the above Lease Deed was terminated by Trafigura and an Arbitration under Section 11 of Arbitration and Conciliation Act 1996 was invoked by Trafigura.

Subsequently, the Company had entered into a Share

Purchase Agreement dated September 25, 2019 with Blackstone entities (as amended by amendment agreements dated October 3, 2020 and September 11, 2023) (âSPAâ), in respect of sale of its investment in Sky Forest to Blackstone entities. The SPA inter-alia includes the procedure for indemnification of a âThird Party Claimâ, wherein the Company agreed and acknowledged, either by itself or through any of its affiliates, to indemnify and hold the Sky Forest harmless, in respect of payment of Settlement Amount and all the costs and expenses incurred and to be incurred by Sky Forest in connection with Trafigura Arbitration.

Trafigura in above arbitration, had earlier claimed an amount of INR 153.61 crores alongwith 18% interest towards interest free security deposit, rent and damages etc. aggregating to approx INR 300 crores. However, after the strong representation and after putting forward the counter claims by the Company, the Trafiguraâs claim was settled at INR 32 crores (âSettlement Amountâ), as full and final settlement of Trafiguraâs claims in above Arbitration, which was paid in three tranches in the months of January, March and May of the year 2024.

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

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2023-24.

During the financial year 2023-24, the Company was not required to transfer any amount to the Investor Education and Protection Fund (âIEPFâ).

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Companyâs board is an independent professional board comprising six directors, out of which 5 directors including the Chairman and woman director are the independent nonexecutive directors and one is an executive director. The Board composition is as follows:

1. Mr. Kulumani Gopalratnam Krishnamurthy (DIN: 00012579), Chairman & Non-Executive Independent Director.

2. Mr. Sachin Shah (DIN: 00387166), Executive Director & Key Managerial Personnel.

3. Mr. Javed Tapia (DIN: 00056420), Non-Executive & Independent Director.

4. Mr. Shyamm Mariwala (DIN: 00350235), Non-Executive & Independent Director.

5. Ms. Tarana Lalwani (DIN: 01940572), Non-Executive & Woman Independent Director.

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

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Sachin Shah, Whole-time Director, Mr. Manish Kumar Sinha, Chief Financial Officer (CFO) and Mr. Chandra Shekher Joshi, Company Secretary (CS) are the Key Managerial Personnel(s) of the Company.

During the financial year 2023-24, the members of the Company vide special resolution(s), passed through Postal Ballot on May 18, 2023, approved the appointments of:

(a) Mr. Sachin Shah (DIN: 00387166), as an Executive Director (Whole-time Director) & Key Managerial Personnel (KMP) w.e.f. February 27, 2023, for a period of

5 years, liable to retire by rotation.

(b) Mr. Javed Tapia (DIN: 00056420), as a Non-Executive

6 Independent Director, for a period of 3 years, w.e.f. February 27, 2023, not liable to retire by rotation.

(c) Mr. Shyamm Mariwala (DIN: 00350235) as a NonExecutive & Independent Director, for a period of 3 years, w.e.f. March 1,2023, not liable to retire by rotation.

(d) Ms. Tarana Lalwani (DIN: 01940572), as a Non-Executive & Independent Director, for a period of 3 years, w.e.f. March 1,2023, not liable to retire by rotation.

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 registered themselves in the data bank of Independent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors) Rules, 2014. The Company has also received the confirmations from all the Independent Directors that they meet the criteria of independence as 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). There has been no change in the circumstances affecting their status as independent directors of the Company. 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.

Further, the present term of Mr. Kulumani Gopalratnam Krishnamurthy (DIN: 00012579), Chairman & Non-Executive Independent Director of the Company, which is his first tenure, is upto November 8, 2024. To ensure continuity of his guidance, the Board, upon the recommendation of Nomination and Remuneration Committee of the Company in their respective meetings held on August 14, 2024, has considered, approved and recommended to the shareholders for approval at their ensuing 18^th Annual General Meeting, his re-appointment as Non-Executive & Independent Director of the Company for another term of 5 years with effect from November 9, 2024 till November 8, 2029. His brief profile forms part of the Notice of 18th AGM. He has deep operational knowledge and rich and varied experience in real estate industry and brought to the Board his unique vision, planning, execution, administration capabilities, and extensive expertise on the process and operations, required for running the company in a professional manner. Therefore, keeping in view, the vast experience and knowledge of Mr. Krishnamurthy, the Board is of the view that his re-appointment on the Board, will be in the best interests of the Company. Upon getting approval of the shareholders for his re-appointment as Independent Director, his re-appointment shall be formalized by issuing a letter of appointment to him, which 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.

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 18^th Annual General Meeting of the Company and being eligible has offered himself for reappointment.

Mr. Shah has extensive experience of more than two decades in the real estate industry. His relationships with eminent investors are invaluable to deal sourcing and negotiation. He also has deep operational knowledge and rich and varied experience in real estate industry and brought to the Board his extensive execution & administration capabilities, required for running the Company in a professional manner, which he has proved since his association with the Company. He has been instrumental in transformation of the Company and has taken strenuous steps to rebuild, enhance, re-brand and transform the business and the Company, right from the professionalism in the management, resource management, project & operational streamlining, fund raising, and

acquisition of new projects. His brief profile forms part of the Notice of 18th AGM

To ensure continuity of his efforts in transformation of the Company, the Board, upon the recommendation of Nomination and Remuneration Committee of the Company in their respective meetings held on August 14, 2024, has considered, approved and recommended to the shareholders his re-appointment as director for their approval at ensuing 18th Annual General Meeting.

The required details of director(s) seeking approval for appointment/ re-appointment at the 18th AGM of the Company, including nature of expertise in specific functional areas and names of the Companies in which they hold Directorship and Membership/ Chairmanship of Committees of the Board, as stipulated under SEBI LODR Regulations and applicable Secretarial Standard, are provided in the Notice of 18th AGM.

None of the Directors of your Company is disqualified to hold office in terms of the provisions of the Companies Act, 2013, SEBI LODR Regulations or any other law for the time being in force.

SHARE CAPITAL / STOCK OPTIONS / SAR

During the financial year 2023-24, there has been no change in the share capital of the Company and the paid-up equity share capital stood at INR 1,08,33,50,662/- comprising of 54,16,75,331 equity shares of INR 2/- each.

However, during the current financial year, pursuant to the approval of the board of directors of the Company, at its meeting held on April 5, 2024, and the shareholders of the Company, at their extra-ordinary general meeting held on April 30, 2024, the Company has on May 21, 2024, issued and allotted an aggregate of: (i) 9,13,55,606 fully-paid equity shares of face value INR 2/- each of the Company (âEquity Sharesâ), and; (ii) 25,91,19,201 unlisted warrants, convertible into equivalent number of Equity Shares (âWarrantsâ), through preferential issue on a private placement basis to certain eligible investors.

Further, upon exercise of right for conversion of 34,40,000 Warrants into equivalent number of equity shares by some of warrant-holders, till date, the Company has allotted an aggregate of 34,40,000 equity shares to such investors.

Keeping in view the above allotment(s) of 9,32,55,606 Equity Shares [(a) 9,13,55,606 Equity Shares on May 21,2024 to the investors; (b) 19,00,000 Equity Shares and 15,40,000 Equity Shares on May 31,2024 and July 10, 2024, respectively, upon conversion of equivalent number of warrants], as on date, the

paid-up equity share capital of the Company stood increased to INR 1,27,29,41,874/- comprising of 63,64,70,937 equity shares of INR 2/- each.

Further, to accommodate the further allotments of equity shares upon conversion of warrants, the members of the Company in their extra-ordinary general meeting held on April 30, 2024, had approved the reclassification of existing authorized share capital of the Company from âINR 514,00,00,000 (Rupees Five Hundred and Fourteen Crores Only) divided into 75,00,00,000 equity shares of INR 2 (Rupees Two Only) each and 36,40,00,000 Preference Shares of INR 10 (Rupees Ten Only) eachâ to âINR 514,00,00,000 (Rupees Five Hundred and Fourteen Crores Only) divided into 200,00,00,000 equity shares of INR 2 (Rupees Two Only) each and 11,40,00,000 Preference Shares of INR 10/- (Rupees Ten Only) eachâ.

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.equinoxindia.com/.

PUBLIC DEPOSITS

During the financial year 2023-24, 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 2024-25 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange. However, in view of the inactiveness of the Companyâs GDR program and considering negligible number of GDRâs being outstanding vis-a-vis a very thin volume of trading in GDRâs, Board of Directors of the Company has approved the termination of the deposit agreement and delisting of 3,84,534 outstanding GDRâs (0.06% of Companyâs capital) representing equal number of equity shares of Rs. 2/- each as on the date of this report, from Luxembourg Stock Exchange, subject to compliance of all applicable requirements in this regard.

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 (AGM) held on September 28, 2020, for a period of five consecutive years i.e. until the conclusion of the Nineteenth AGM of the Company at such remuneration as may be mutually agreed among the Board of Directors/ Audit Committee of the Company and the Statutory Auditors.

The Auditorsâ Reports issued by the Statutory Auditors of the Company, on both standalone and consolidated financial statements of the Company for the financial year 2023-24 do not contain any qualification, reservation, adverse remark or disclaimer. The comments of the Statutory Auditors, when read together with the relevant notes to accounts and accounting policies are selfexplanatory and therefore do not call for any further explanation.

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

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company had appointed M/s S. Khandelwal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 2023-24. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Secretarial Compliance Report along with Secretarial Audit Report as prescribed under Regulation 24A of SEBI LODR Regulations, for the financial year 2023-24, are annexed as Annexure 1(i) and Annexure 1(ii) respectively, and forms part of this Report. The said reports do not contain any qualifications or adverse remarks and are self-explanatory and therefore do not call for any further explanation.

Pursuant to the provisions of Regulation 24A of SEBI LODR Regulations, the Secretarial Audit Reports of M/s Indiabulls Infraestate Limited and M/s Indiabulls Constructions Limited, Indian unlisted material subsidiaries of the Company, are annexed as Annexure 1(iii) and Annexure 1(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.

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 âCorporate Social Responsibility (CSR)â, the Company, as a group through subsidiaries, has been undertaking projects in the areas specified under its CSR Policy (available on your Companyâs website at web link https://www.equinoxindia.com/policies/ in accordance with Schedule VII of the Companies Act, 2013, read with the relevant Rules. In terms of the applicable provisions Section 135 of the Companies Act 2013, read with relevant Rules framed thereunder, since the Company had average net losses during immediately preceding three financial years, the Company was not required to contribute any amount towards CSR activities during the financial year 2023-24. However, during the FY 2023-24, the Companyâs eight subsidiaries have contributed an aggregate amount of ''35.47 million towards CSR activities in the field of Health care, promotion of Education etc.

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(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (âSEBI LODR Regulationsâ) the Managementâs 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(3) read with Part C of Schedule V of SEBI LODR Regulations, the Corporate Governance Practices Report, together with a certificate from a Practicing Company Secretary confirming compliance with the Corporate Governance Requirements, 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 uploaded on the website of the Company at https://www.equinoxindia. com/annual-reports/.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statements for the year ended March 31, 2024, 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, 2024 and the profit and loss of the Company for the year ended on that date;

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

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

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

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

WEB LINK OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Companies Act, 2013, read with relevant rules framed thereunder, the Annual Return of the Company as on March 31,2024, is available on the Companyâs website at web link https://www.equinoxindia. com/agm-notice/.

BOARD MEETINGS

During the financial year 2023-24, 6 (Six) 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, and SEBI LODR Regulations. 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 2023-24, a separate meeting of the Independent Directors was held on February 13, 2024, without the presence of Non-Independent Directors and the members of the Company Management.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

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 Stakeholdersâ 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 February 13, 2024. 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

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations, the Board has

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 Companyâs 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

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 2023-24, there were no foreign exchange earnings (previous year Nil). Details of the foreign exchange outgo, are given below:

Amount ('' Mn.)

Particulars	FY 2023-24	FY 2022-23
Subscription Charges	0.00	0.10
Technical Support Expenses	0.40	0.40
Professional & Consultancy Charges	7.00	18.40
Total	7.40	18.90

framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the same is available at the website of the Company i.e. https://www. equinoxindia.com/policies/ The Remuneration Policy is stated in the Corporate Governance Report which is a separate section, forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2023-24, 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 Companyâs investment/ loans/guarantees, during the financial year 2023-24, were in compliance with the provisions of section 186 of the Companies Act, 2013, particulars of which are captured in financial statements of the Company, wherever applicable and required, forming part of this Annual Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-24, no materially significant related party transaction was entered by the Company with its related party or 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.

Attention of Members is drawn towards Notes No. 49 and 42 of Standalone and Consolidated Financial Statements respectively, setting out detailed disclosure of Related Party Transactions.

None of the transactions with related parties is material transaction and/or transaction which is not at Armâs length, requiring disclosure pursuant to Section 134(3)(h) of the Companies Act, 2013 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 at https://www.equinoxindia.com/policies/

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

systems in the Company, its compliance with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies of the Company and its subsidiaries. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company. Based on the report of the internal auditors, process owners undertake corrective actions in their respective areas and thereafter the internal auditors place an action taken report, on their observations in previous reports, before the audit committee 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 have occurred between the end of the financial year of the Company i.e. March 31, 2024 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 Companyâs 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, companyâs 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 Companyâs 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 Companyâs endeavour 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

BUSINESS RISK MANAGEMENT

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, 2024, 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 provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration and particulars of employees are provided in âAnnexure - 3â forming part of this Report.

FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE DIRECTORS

Non-Executive Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Companyâs strategy, business model, product and service offerings, customersâ & shareholdersâ 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.equinoxindia.com/policies/

SUBSIDIARY JOINT VENTURE & ASSOCIATE 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 shareholders at the ensuing 18^th Annual General Meeting along with its Standalone Financial Statements. The Consolidated Financial Statements of the Company, for the year ended March 31,2024, forms part of the Annual Report.

As on March 31, 2024, the Company had 173 subsidiaries. Indiabulls Infraestate Limited and Indiabulls Constructions

Limited were material subsidiaries of the Company during the financial year 2023-24. During the financial year 202324, no company became or ceased to be Subsidiary or Joint Venture or Associate of the Company.

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 Companies Act, 2013, the standalone and 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, 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.

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board of Directors 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 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 2023-24, 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 2023-24, 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 2023-24, there was no one time settlement done in respect of loans taken from Banks or Financial Institutions.

CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY/ SIGNIFICANT DEVELOPMENTS

There is no subsisting agreement which is required to be disclosed in terms of Clause 5A of Paragraph A of Part A of Schedule III pursuant to Regulation 30A and Para G of Schedule V of SEBI LODR Regulations.

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 (âthe Policyâ), 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 Companyâs Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Companyâs 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 https://www.equinoxindia.com/ policies/

GREEN INITIATIVES

In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had in past requested the shareholders to register their email addresses with the Registrar and Share Transfer Agent (RTA) /Company for receiving the reports, accounts, and notices etc. in electronic mode. However, some of the shareholders have not yet registered their e-mail IDs with the Company. Shareholders who have not registered their email addresses are once again requested to register the same with the Company by sending their requests to [email protected].

Further, Ministry of Corporate Affairs and SEBI vide various Circulars have granted exemption to all the Companies from dispatching physical copies of Notices and Annual Reports to Shareholders and it is always advisable to all the shareholders to keep their email ids registered/ updated with the Company in order to receive important communication/ information on time.

have not received the said Annual Report and Notice may download the same from the Companyâs website at www. equinoxindia.com and 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 18th 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 remote e-voting mechanism.

DIRECTORS AND OFFICERS INSURANCE (âD AND O INSURANCE'')

Pursuant to Regulation 25(10) SEBI LODR Regulations, 2015, the Company has undertaken Directors and Officers Insurance (âD and O Insuranceâ) for all the Independent Directors for the risks as determined by the Board of Directors of the Company.

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 14, 2024 DIN: 00387166 DIN: 00350235

Mar 31, 2023

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:

Amount (Rs. in Million)
Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
Profit before Depreciation / Amortisation Less: Depreciation / Amortisation Profit before tax & exceptional items Exceptional items Profit before tax Less: Provision for Tax Profit after Tax before Non-controlling interest Non-controlling interest Net Profit for the year	(5,117.50) 121.30 (5.238.80) 387.90 (5,626.70) 449.20 (6,075.90) 7.90 (6.083.80)	(148.40) 121.50 (269.90) (269.90) 1,102.90 (1,372.80) (5.60) (1,367.20)
The highlights/summary of the standalone financial results of the Company for the financial year ended March 31, 2023, are as under: Amount (Rs. in Million)
Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
Profit before Depreciation / Amortisation Less: Depreciation / Amortisation Profit before tax Less: Provision for Tax Profit after Tax	(3,940.10) 22.20 (3,962.30) 5.10 (3,967.40)	(533.90) 18.70 (552.60) 11.50 (564.10)

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:

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

â¢ 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 ".

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

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

2023.

â¢ 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.

â¢ 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.

â¢ 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.

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

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

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.

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,

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:

Amount ('' in million)
Particulars	FY 2022-23	FY 2021-22
Subscription Charges	0.10	0.20
Technical Support Expenses	0.40	-
Professional & Consultancy Charges	18.40	7.50
Total	18.90	7. 70

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

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

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

Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

The Directors have pleasure in presenting the Twelfth Annual Report together with the audited financial statements of accounts of the Company for the financial year ended March 31, 2018.

Financial Highlights

The highlights of the consolidated financial results of the Company for the financial year ended March 31, 2018, are as under:

Amount (Rs. in Lakhs)

Particulars	Year ended March 31, 2018	Year ended March 31, 2017
Profit before Depreciation / Amortisation	235,083.98	60,851.89
Less: Depreciation / Amortisation	9,650.79	7,143.09
Profit before Tax	225,433.18	53,708.80
Less: Provision for Tax	26,929.19	18,261.51
Profit after Tax before share of Profit / (Loss) from associates and Non-controlling interest	198,503.99	35,447.29
Share of Profit / (Loss) from associates	(484.30)	220.07
Non-controlling interest	(3,495.60)	(4,021.77)
Net Profit for the year	201,515.29	39,689.13

The highlights of the standalone financial results of the Company for the financial year ended March 31, 2018, are as under:

Amount (Rs. in Lakhs)

Particulars	Year ended March 31, 2018	Year ended March 31, 2017
Profit before Depreciation / Amortisation	(1518.65)	1,825.40
Less: Depreciation / Amortisation	97.56	134.45
Profit before Tax	(1616.21)	1,690.95
Less: Provision for Tax	359.14	(44.12)
Profit after Tax	(1975.35)	1,735.07

REVIEW OF OPERATIONS & BUSINESS UPDATE:

Key Financial Highlights (consolidated):

- Increase of around 165% in EBITDA -

Total EBITDA in FY ''18 increased to Rs 3,095.07 crores as against the EBITDA of Rs 1,169.3 crores in FY ''17.

- Increase of around 320% in PBT -

Total Profit Before Tax (PBT) in FY ''18 increased to Rs 2,254.3 crores as against the PBT of Rs 537.1 crores in FY ''17.

- Increase of around 408% in PAT after minority interest -

Total Profit After Tax and minority interest (PAT) in FY ''18 increased to Rs 2,015.15 crores as against the PAT of Rs 396.9 crores in FY ''17

- Increase of around 390% in EPS -

Earnings per share (EPS) in FY ''18 increased to Rs 42.46 as against the EPS of Rs 8.66 in FY ''17.

CREDIT RATING:

The Company has maintained its long term credit rating of ''AA-'', amongst the highest rated listed companies in the Indian real estate industry peer group. The Company has also retained ''A1 '' rating for its short-term debt, which is the highest rating that can be assigned for short-term debt. The ratings are the manifestation of the Company''s strong fundamentals, low gearing and execution track record and mirror its long term growth prospects.

BUSINESS OVERVIEW (Consolidated)

India bulls Real Estate is one of the largest real estate companies in India with a well-diversified presence in both commercial and residential real estate development and has projects across the price spectrum, from mid-income, premium to the super luxury space. Geographically, the Company''s strategic focus is in key markets of Mumbai Metropolitan Region (MMR) and National Capital Region (NCR). In addition, all our projects benefit from neighbouring infrastructure developments like the Mumbai Metros, Dwarka Expressway, Trans-harbour sea link, Navi Mumbai International Airport, etc.

Development Portfolio - Gross Development Value of Rs. 30,130 cr

- 14 on-going projects with total saleable area of 28.5 million sqft.

- Project execution to generate a Net Surplus of Rs. 17,191 cr

Project	Location	Net Surplus (Rs. in Cr)
Blu Estate & Club, Worli	Mumbai	4,314
India bulls Greens, Panvel	Mumbai	1,798
India bulls Golf City, Savroli	Mumbai	1,966
Centrum Park, Gurgaon	NCR	285
Enigma, Gurgaon	NCR	237
One India bulls, Gurgaon	NCR	2,408
India bulls City, Sonepat	NCR	134
One India bulls, Vadodara	Vadodara	70
India bulls One 09	Gurgaon	534
Mega Mall, Jodhpur	Jodhpur	234
India bulls Seirra, Vizag	Vizag	11
One India bulls Thane	Mumbai	1,093
Hanover Bond, Mayfair	London	3,806
Worli Commercial	Mumbai	301
Total		17,191

Office Rental Portfolio

- Strong tenant relationships with 200 marquee tenants consisting of top-tier corporates from diverse sectors like financial services, consulting, legal, education, pharma, telecom, media, etc.

- 6 on-going development projects of 3.29 million sqft to substantially grow the Annuity Revenue.

Property	Leasable Area (Mn. sqft)	Annualised Annuity Revenue
		in FY 21-22 (Rs. in Cr)**
Sector 18, Udyog Vihar, Gurgaon	0.25	34
Phase IV, Udyog Vihar, Gurgaon	0.25	34
Sector 18, Udyog Vihar, Gurgaon	0.50	67

India bulls Mint, Gurgaon	0.40	42
Sector 106, Gurgaon	1.16	123
Commercial Development at Blu, Worli, Mumbai	0.73	266
One India bulls Park, Chennai¹	1.90	95
Total	5.19	661

- The Company has divested the non-core asset on 6^th July 2018.

** Annualized Annuity Revenue on the basis of 95% occupancy. Our completed properties have 95% occupancy as

on date.

JV Portfolio with Blackstone

- Your Company has entered into Joint Venture with Blackstone Group L.P., globally renowned real estate private equity investor, and divested 50% stake in two marquee commercial assets in Mumbai, namely India bulls Properties Private Limited (One India bulls Centre, ''Sky Forest'' and ''Sky'') and India bulls Real Estate Company Private Limited (India bulls Finance Centre) at an Enterprise Value of Rs 9,500 Cr ($ 1,466 million). The deal, achieved in a record time, was one of the largest Real Estate Private Equity Investments in India.

- One of the largest city-centre commercial portfolio in the financial capital of India aggregating to 4.1 million sqft.

Property	Leasable Area (Mn. sqft)	Annualised Annuity Revenue in FY 21-22 (Rs. in Cr)*
One India bulls Centre, Mumbai	1.66	367
India bulls Finance Centre, Mumbai	1.66	351
India bulls Finance Centre, New Tower	0.82	172
Grand Total	4.14	890

Private Limited, at an Enterprise Value of Rs 9,500 Cr ($ 1,466 million). The deal, achieved in a record time, was one of the largest Real Estate Private Equity Investments in India. It also marks the beginning of a Rental platform of the Company with Investor for sale of owned & completed office properties to the Rental platform, and deploy funds to acquire assets at a discount to their replacement costs.

Sale of Commercial Assets in Non-core market

Pursuant to the authorization of the shareholders, the Company has entered into definitive agreement(s), with entities of Blackstone Group L.P., which is a globally renowned real estate private equity investor, for divestment of its 100% stake in the business of commercial assets at Ambattur, Chennai, being non-core real estate business operations for the Company. In terms of the definitive agreement(s), the Company has divested its partial stake and balance is to be divested by September 30, 2019, against which the Company will realise a gross value of approx. Rs 850 Cr, subject to adjustments, if any, basis certain assets and liabilities on closing.

Partnership with Mandarin Oriental Hotel Group (Hanover Bond, London)

The Company has partnered with Mandarin Oriental Hotel Group for integrated development of Hanover Bond, Located at Hanover Square. Hanover Bond will consist of 80 luxury Mandarin Oriental Residences for purchase as well as a fully integrated Mandarin Oriental hotel with 50 guest rooms and suites. This is not only the first Mandarin Oriental hotel and residences in Mayfair, but also the first truly integrated hotel and residences to be delivered in central London. Mandarin Oriental has guaranteed EBITDA, valuing hotel at Â£155mn @ 4% cap rate.

Acquisition of Commercial land/building at prime location in Gurugram

The Company through its wholly-owned subsidiary, Ashkit Properties Limited, acquired a prime commercial land admeasuring 13,519 sq. mtrs. on National Highway 8 (Plot No 20, situated in Sector 18, Urban Estate, Gurugram), which will be developed as a commercial complex with an expected leasable area of around 5 lacs sft.

Also, the Company, through its wholly-owned subsidiaries, Yashita Buildcon Limited and Manjola Infrastructure Limited, entered into binding and definitive agreements to acquire prime and newly constructed commercial buildings, having leasable area of approx 2.5 lac sqft each, in Gurugram.

Joint Development at Worli, Mumbai

The Company, through its wholly owned subsidiary India bulls Infraestate Ltd ("IIL"), has executed a Term Sheet with Oricon Enterprises Limited (OEL) for joint development of a commercial building on land parcel admeasuring approx. 3,512 sq. mtrs. situated at Dr. E. Moses Road, Worli, Mumbai - 400018, through which IIL will get an exclusive ownership rights of approx. 2.55 lac sq ft. leasable area.

Buy-back Offer of Equity shares of the Company

Pursuant to the authorization of its Board, the Company commenced the Buy-back of up to 2.6 Cr fully paid-up Equity shares of the Company, being approx. 5.45% of the then existing paid-up share capital of the Company, at prevailing market price on Stock Exchanges subject to a price not exceeding Rs. 240 per equity share, aggregating up to an amount not exceeding Rs. 624 Cr, being less than 10% of total paid-up share capital and free reserves of the Company (excluding all "Transaction Costs"), from the open market through the Stock Exchange mechanism, in accordance with SEBI (Buy Back of Securities) Regulations, 1998, as amended. The Company till August 14, 2018, bought back an aggregate 2,50,00,544 Equity shares, from the Exchanges, for an aggregate value of Rs.428.44 Cr (against the maximum buy-back size of Rs 624 Cr) at an average price of approx. Rs.171 per equity share (against the maximum buy-back price of Rs 240 per equity share).

Redemption of Notes by a wholly owned subsidiary of the Company

Century Limited, a wholly owned subsidiary of the Company, redeemed all of the outstanding US$175,000,000 10.25% Senior Notes due 2019, which were issued by Century under an indenture dated November 12, 2014 and guaranteed by the Company along with its certain subsidiaries. These notes upon redemption were cancelled and delisted from the SGX-ST.

DIVIDEND

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2017-18.

In compliance with requirements stipulated vide SEBI notification no. SEBI/ LAD-NRO/GN/2016-17/008 dated July 8,

2016, the Dividend Distribution Policy of the Company is available on the website of the Company at web link https:// www.India bullsrealestate.com/policies/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2017-18, Mr. Aishwarya Katoch (DIN: 00557488), an Independent Director, due to his personal commitments, resigned from the Directorship of the Company w.e.f. September 18, 2017. Also, Mr. Ashok Brijmohan Kacker (DIN: 01647408), a Non-executive Director, who, in view of his other pre-occupations, had opted not to propose his candidature for his re-appointment as Director of the Company at last Annual General Meeting, ceased to be Director of the Company w.e.f. September 29, 2017.

The present term of Justice Mrs. Gyan Sudha Misra (Retd. Justice Supreme Court of India) (DIN: 07577265), an Independent Director of the Company, shall come to an end on September 28, 2018. To ensure continuity of guidance from Justice Misra, the Board has recommended her re-appointment as an Independent Director of the Company for a term of 5 years from September 29, 2018 till September 28, 2023. Keeping in view, the vast experience and knowledge of Justice Misra, the Board is of the view that her appointment as an Independent Director, on the Board, will be in the interest of the Company. Upon getting approval of the shareholders for her appointment as an Independent Director her appointment shall be formalized by issuing a letter of appointment to her, which shall be open for inspection by the members at the Registered office of the Company, in terms of applicable provisions of the Companies Act.

In accordance with the provisions of the Companies Act, 2013, and in terms of the Articles of Association of the Company, Mr. Narendra Gehlaut (DIN: 01246303), an Executive Director designated as Vice Chairman, is liable to retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible has offered himself for reappointment. The matter relating to his re-appointment has been included in the Notice of the 12th Annual General Meeting.

All the Independent Directors of the Company have given confirmation that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, and other requisite information, are provided in the Notice convening the 12^th Annual General Meeting of the Company.

SHARE CAPITAL / STOCK OPTIONS

The paid-up share capital of the Company as of March 31, 2018, was Rs. 94,93,48,278/- comprising of 47,46,74,139 equity shares of Rs. 2/- each.

During the current FY 2018-19 and till date (i) the Company had allotted an aggregate 20,06,150 Equity shares of face value Rs. 2/- each against exercise of equivalent number of stock options under various ESOP Schemes of the Company, as a result of which the paid up equity share capital of the Company increased to Rs. 95,33,60,578/- divided into 47,66,80,289 equity shares of Rs. 2/- each; (ii) the Company had extinguished its 25,000,544 equity shares bought back under its Buyback Offer, which commenced w.e.f. June 5, 2018, as a result of which the paid up equity share capital of the Company stands reduced to Rs. 90,33,59,490/- divided into 45,16,79,745 Equity Shares of face value Rs. 2/- each. The disclosures required to be made regarding Stock Options in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, have been placed on the website of the Company https://www.India bullsrealestate.com/.

PUBLIC DEPOSITS

During the year under review, 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 given.

LISTING WITH STOCK EXCHANGES

AUDITORS (a) Statutory Auditors

M/s Walker Chandiok & Co. LLP (Firm Regn. No. 001076N/N500013), the statutory auditors of the Company were appointed by the members at their Eighth Annual General Meeting, held on September 29, 2014, for a period of five years i.e. until the conclusion of the thirteenth Annual General Meeting of the Company. The Ministry of Corporate Affairs (MCA) vide its notification no. S.O. 1833(E) dated May 7, 2018, has done away with the requirement of getting the appointment of the Statutory Auditors ratified at every Annual General Meeting. Since the appointment of existing Statutory Auditors of the Company was initially approved by the shareholders for a period of five years, which will end at the conclusion of next Annual General Meeting, no resolution has been proposed for ratification of their appointment at the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of thirteenth annual general meeting, is in accordance with the provisions of Section 141(3)(g) of the Companies Act, 2013. M/s Walker Chandiok & Co LLP is a member firm of the global accounting firm Grant Thornton.

The Auditors'' Report is self - explanatory and therefore do not call for any further explanation. 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

The Report is self - explanatory and therefore do not call for any further explanation.

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 applicable on the Company, and accordingly, such accounts and records have been made and are 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.India bullsrealestate. 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 FY 2017-18. An Annual Report on CSR, containing relevant details, is annexed as Annexure 2, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE REPORT

BUSINESS RESPONSIBILITY REPORT

Regulation 34 of the SEBI LODR Regulations mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 listed entities based on market capitalization. In compliance with the regulation, the BRR for the FY 2017-18 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, 2018, 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, 2018 and the profit and loss of the Company for the year ended on that date;

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

The details forming part of extract of Annual Return, as on the financial year ended March 31, 2018, in form MGT-9, are given in ''Annexure 3''. Pursuant to Sections 92(3) and 134(3) of the Companies Act, 2013, the Annual Return shall be placed on the website of the Company at web link https://www.India bullsrealestate.com/corporate-announcement/.

BOARD MEETINGS

During the FY 2017-18, 6 (Six) 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 and other applicable provisions. 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 year, separate meeting of the Independent Directors was held on January 23, 2018, without the presence of Non-Independent Directors and the members of the Company Management.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE 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 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, as well as the performance of each director individually was carried out by the entire Board of Directors. The performance evaluation of Non-independent

Directors and the Board as a whole was carried out by the Independent Directors at their meeting held on January 23, 2018. The Directors expressed their satisfaction with the evaluation process.

Also the Chairman 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.

REMUNERATION POLICY

LOANS, GUARANTEES OR INVESTMENTS

The Company''s investment/loans/guarantees, during FY 2017-18, 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, forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year, 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, therefore, the information/disclosure required pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required to be given. 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.India bullsrealestate.com/).

TRANSFER TO RESERVES

In compliance with regulations, as applicable to Buyback of Equity shares by the Company during FY 2017-18, the Company has transferred Rs. 115.92 Lakhs to Capital Redemption Reserve.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

MATERIAL CHANGES AND COMMITMENTS

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 on-going process, the following measures are undertaken:

a) Replacing all of its lighting system with LEDs, which is expected to slash related electricity consumption by over 50%.

b) Installation of five star energy conservation air conditioning systems.

c) Installation of automatic power controllers to save maximum demand charges and energy.

d) Installation of TFT monitors that saves power.

e) Periodic Training sessions for employees on ways to conserve energy in their individual roles.

B. Technology Absorption

The nature of business being carried out by the Company entails an extensive use of effective information technology so as to ensure that its services reach the end users i.e. its clients without any loss of time. 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.

C. Foreign Exchange Earnings and Outgo

During the year under review, there were no foreign exchange earnings or expenditure.

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act, 2013, the Company has formulated robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company and its

subsidiaries at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence. The requirement of constituting Risk Management Committee in terms of SEBI LODR Regulations is not applicable to the Company.

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 4" 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 Directors'' 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 or at its Corporate 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.India bullsrealestate.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 its ensuing 12^th 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, 2018, form part of the Annual Report.

For the performance and financial position of each of the subsidiaries of the Company, along with other related information required pursuant to Rule 8(5)(iv) 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, 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) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

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

In addition, the Board has also constituted Compensation Committee for administration of stock options, Operations Committee and Management Committee, for dealing with various administrative and operational matters.

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

During the financial year 2017-18, no cases of sexual harassment were reported.

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 (https://www.India bullsrealestate.com).

GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and Notice of the 12^th AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses or have submitted requests with the Company, physical copies of the Annual Report 2017-18 and Notice of the 12^th AGM are being sent in the permitted mode.

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 12^th 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.

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 of Directors

Sd/- Sd/-

Gurbans Singh Vishal Gaurishankar Damani

Joint Managing Director Joint Managing Director

(DIN: 06667127) (DIN: 00358082)

Date: August 14, 2018

Place: Gurugram

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the Eleventh Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2017.

Financial Results

The highlights of the standalone financial results of the Company, for the financial year ended March 31, 2017, are as under:

Amount (Rs. in Lakhs)

Particulars	Year ended March 31, 2017	Year ended March 31, 2016
Profit before Depreciation / Amortisation	1,825.40	7,522.21
Less: Depreciation / Amortisation	134.45	294.35
Profit before Tax	1,690.95	7,227.86
Less: Provision for Tax	(44.12)	672.67
Profit after Tax	1,735.07	6,555.19

The highlights of the consolidated financial results of the Company, for the financial year ended March 31, 2017, are as under:

Amount (Rs. in Lakhs)

Particulars	Year ended March 31, 2017	Year ended March 31, 2016
Profit before Depreciation / Amortisation	60,851.89	53,379.48
Less: Depreciation / Amortisation	7,143.09	6.948.08
Profit before Tax	53,708.80	46,431.40
Less: Provision for Tax	18,261.51	14,184.07
Profit after Tax before share of Profit / (Loss) from associates and Non controlling interest	35,447.29	32,247.33
Share of Profit / (Loss) from associates	220.07	(114.09)
Non controlling interest	(4,021.77)	2,526.85
Net Profit for the year	39,689.13	29,606.39

REVIEW OF OPERATIONS & BUSINESS UPDATE:

Key Financial Highlights (consolidated):

- Increase of around 13.0% in EBITDA -

Total EBITDA in FY â17 increased to Rs.1,169.3 crores as against the EBITDA of Rs.1,034.9 crores in FY â16.

- Increase of around 15.7% in PBT -

Total Profit Before Tax (PBT) in FY â17 increased to Rs.537.1 crores as against the PBT of Rs.464.3 crores in FY â16.

- Increase of around 34.1% in PAT after minority interest -

Total Profit After Tax and minority interest (PAT) in FY â17 increased to Rs.396.9 crores as against the PAT of Rs.296.1 crores in FY â16

- Increase of around 19.3% in EPS -

Earnings per share (EPS) in FY â17 increased to Rs.8.66 as against the EPS of Rs.7.26 in FY â16.

CREDIT RATING:

The Company has maintained its long term credit rating of AA-, amongst the highest rated listed companies in the Indian real estate industry peer group. The Company has also retained A1 rating for its short-term debt, which is the highest rating that can be assigned for short-term debt. With this the Company enjoys ease and most favorable terms on the loans/facilities being availed from the Banks/Financial Institutions. The ratings are the manifestation of the Companyâs strong fundamentals, low gearing and execution track record and mirror its long term growth prospects.

BUSINESS OVERVIEW (consolidated)

Indiabulls Real Estate Limited is one of the largest real estate companies in India with Net worth of Rs.5,480 crores, with a well-diversified presence in both commercial and residential real estate development and has projects across the price spectrum, from mid-income, premium to the super luxury space. Geographically, the Companyâs strategic focus is in key markets of Mumbai Metropolitan Region (MMR), National Capital Region (NCR) in India. In addition, all our projects benefit from surrounding infrastructure developments like the Mumbai Metros, Dwarka Expressway, Trans-harbour sea link, Navi Mumbai International Airport, etc.

RENTAL PROPERTY PORTFOLIO HIGHLIGHTS

- One of the largest city-centre commercial portfolio in the financial capital of India aggregating to 4.89 million sq. ft.

- Unique tenant base with 200 marquee tenants generating Rs.692 Cr Annuity revenue.

- Substantial embedded growth through:

- Other 4 office developments currently under progress reaching to Rs.1,357 Cr Annuity revenue.

- Meaningful rent reversions given a sizeable area are currently under-rented.

- Standard contractual escalations.

Property	Leasable Area (Mn. sq. ft.)	Projected Annuity Revenue in FY 20-21 (Rs. cr)
Completed Properties
Indiabulls Finance Centre and One Indiabulls Centre, Mumbai	3.3	690
One Indiabulls Park, Chennai	1.9	91
Total	5.2	781
Properties under construction & in Planning/Approval Process
Indiabulls commercial development at Indiabulls Finance Centre site at Mumbai	0.79	159
Indiabulls commercial development at Blu site at Mumbai	0.80	258
Indiabulls Mint, Sector 104, Gurugram	0.40	41
Indiabulls commercial development at Sector 106, Gurugram	1.16	118
Total	3.15	576
Grand Total	8.35	1,357

Residential Property Portfolio Highlights

- 15 ongoing projects with total Saleable area of 33.91 million sq. ft. with Gross Development Value Rs.32,189 Cr.

- 53.7% of the Inventory aggregating to Rs.15,479 Cr sold.

- Handover started for 4 projects, and additional 5 projects to start within the next 4 to 5 quarters.

Project	Location	Area (Mn. sq. ft.)	Gross Development Value (Rs. Cr)
Blu Estate & Club, Worli	Mumbai	1.37	5,866
Indiabulls Greens, Panvel	Mumbai	8.73	4,423
Indiabulls Golf City, Savroli	Mumbai	5.39	3,229
Centrum Park, Gurugram	NCR	2.16	909
Enigma, Gurugram	NCR	1.76	1,116
Indiabulls Greens, Chennai	Chennai	2.07	819
Indiabulls City, Sonepat	NCR	1.76	252
One Indiabulls, Gurugram	NCR	4.68	3,744
One Indiabulls, Vadodara	Vadodara	0.23	83
Indiabulls One 09	Gurugram	1.10	872
Mega Mall, Jodhpur	Jodhpur	0.65	363
Indiabulls Seirra, Vizag	Vizag	0.84	265
One Indiabulls Thane	Mumbai	1.40	1,616
Sky Forest	Mumbai	1.63	3,827
Hanover Bond, Mayfair	London	0.14	4,805
Total		33.91	32,189

Impetus to Gurugram Projects - NHAI has recently granted a National Highway Status to the Northern Peripheral Road (Dwarka Expressway). It is a major growth impetus for projects along the arterial road. It will serve as a major alternate route between Delhi and Gurugram.

For almost entire portfolio of under construction projects, key approvals (including municipal and land development) are already in place and all residential projects are RERA registered and compliant.

Land Bank - key to future profitability

The company has fully paid land bank of 1,046 acres in key cities across India, of which more than 95% of the Land Bank is in high value super-metro cities - Mumbai (MMR), National Capital Region (NCR) and Chennai, and which is sufficient for proposed development over the next 5-7 years. In addition to the said land bank of 1,046 acres, the Company also possesses 2,588 acres of SEZ land in Nashik, Maharashtra.

SIGNIFICANT EVENTS DURING FINANCIAL YEAR 2016-17

Acquisition of units of Indiabulls Properties Investment Trust, a SGX-ST listed business trust (âIPITâ)

Companyâs holding (through its subsidiaries) in IPIT has increased from 47.51% to 54.95% pursuant to acquisition of additional units by Grapene Limited, an indirect wholly-owned subsidiary of the Company.

Joint Development Agreement

The Company, through one of its subsidiary, had entered into a Joint Development Agreement with âOricon Properties Pvt. Ltdâ, a subsidiary of Oricon Enterprises Limited, for development of 7,810 sq. mtrs. plot situated at Dr. E. Moses Road, Worli, Mumbai - 400018, adjoining to its marque project âBLUâ.

Buy-back of equity shares of the Company

During the period from December 14, 2016 to April 10, 2017, the Company, pursuant to it Board authorization and applicable SEBI Regulations, had bought back an aggregate 3,40,46,000 equity shares, from the Exchanges, for an aggregate value of Rs.272.05 Cr (against the maximum buy-back size of Rs.540 Cr) at an average price of Rs.79.91 per equity share (against the maximum buy-back price of Rs.90 per equity share).

Receipt of refund from DDA and acquisition of entire stake of JV partner in Indiabulls Infrastructure Limited (IIL)

The Company acquired FIMâs entire stake of approx. 74% in IIL, for Rs.382 crores, making IIL a wholly owned subsidiary of the Company. Kenneth Builders & Developers Pvt Ltd, a wholly owned subsidiary of IIL,was refunded Rs.701 crores, net of TDS, (being the auction price, along with interest, of the land situated at Village Tehkhand, New Delhi, earlier allotted by DDA for development of residential project).

Acquisition of India Land and Properties Limited

Indiabulls Infrastructure Limited, a wholly owned subsidiary of the Company, acquired the entire stake in India Land and Properties Limited (âILPLâ), for an aggregate consideration of Rs.685 crores, making ILPL a wholly owned subsidiary of the Company.

ILPL owns a commercial complex of 3 towers with a total constructed area of 2.67 million Sq. ft. and leasable area of 1.94 million Sq. ft., spread over a total land area of over 8.84 acres situated at No. 14, 3rd Main Road, Ambattur Industrial Estate, Ambattur, Chennai. Some of the lessees of these towers are Royal Bank of Scotland, Yes Bank, Kone, Ajuba, Covenant, MSC service centre, HGS, Access Healthcare and others. The said complex has been designed in compliance to the National Building Codes by the internationally acclaimed Ms. ZAHA HADID, UK, âLaureate Pritzkerâ Prize Winner (2004) and its a GOLD rated GREEN Building.

MATERIAL EVENTS AND CHANGES, SUBSEQUENT TO FINANCIAL YEAR 2016-17

Acquisition of minority stake in Indiabulls Infraestate Limited

The Company acquired the entire minority stake of 10.08% in Indiabulls Infraestate Limited (IIL), a majority owned material subsidiary of the Company, from ILFS Fund entities, namely IIRF India Realty XXI Limited, Little Fairy Limited and Vistra ITCL (India) Limited, its minority investors, at an aggregate cash consideration of Rs.358.44 Cr, including interest of Rs.94.85 Cr., thereby making IIL a wholly owned subsidiary of the Company. IIL is developing a premium integrated marque residential project named âIndiabulls Bluâ in Worli, Mumbai, comprising of 4 residential towers and additionally 2 office towers in the non-residential area.

Sale of treasury shares by IBREL IBL Scheme Trust

The Company had realized Rs.662.83 Cr through sale of its 3.3 Cr equity shares, held by IBREL IBL Scheme Trust, of which the Company is the sole beneficiary. The proceeds are to be utilized for meeting Companyâs funding requirements for its ongoing businesses and general corporate purposes.

DIVIDEND

In view of the requirements of funds for ongoing projects and other corporate business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2016-17.

In compliance with requirements stipulated vide SEBI notification no. SEBI/ LAD-NRO/GN/2016-17/008 dated July 8, 2016, the Dividend Distribution Policy of the Company is available on the website of the Company i.e. www.indiabullsrealestate.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, and in terms of the Memorandum and Articles of Association of the Company, Mr. Gurbans Singh (DIN: 06667127) and Mr. Vishal Gaurishankar Damani (DIN: 00358082), director(s) designated as Joint Managing Director(s), retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible offer themselves for reappointment. Mr. Ashok Brijmohan Kacker (DIN:01647408), nonexecutive director of the Company, has, in view of his other pre-occupations, opted not to propose his candidature for re-appointment as director on the Board, at ensuing Annual General Meeting of the Company.

During the financial year 2016-17, the two year term of Justice (Retd.) Surinder Singh Nijjar and Mrs. Rama Das, as Independent Directors of the Company, came to an end on September 28, 2016. The Board places on record its appreciation for the contributions made by Justice Nijjar and Mrs. Das, during their tenure as Independent Directors of the Company.

Members of the Company at their 10th Annual General Meeting appointed Justice Mrs. Gyan Sudha Misra (Retd. Justice Supreme Court of India) (DIN: 07577265) as an Independent Director of the Company, for a period of 2 (two) years w.e.f. September 29, 2016.

All the Independent Directors of the Company have given confirmation that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013.

The present composition of the Board, along with the brief resume of the Directors retiring by rotation, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, are provided in the Report on Corporate Governance forming part of this Annual Report.

SHARE CAPITAL / STOCK OPTIONS

The paid-up share capital of the Company as of March 31, 2017, was Rs.95,68,28,678/- comprising of 47,84,14,339 equity shares of Rs.2/- each.

During the current year, consequent to the extinguishment of 57,96,000 equity shares on 14^th April 2017, bought back by the Company under its Buy-back offer, the paid-up equity share capital of the Company, reduced to Rs.94,52,36,678/- divided into 47,26,18,339 equity shares of face value Rs.2/- each.

Subsequently, consequent to the allotment of an aggregate 20,55,800 equity shares of face value Rs.2/- each on May 8, 2017, against exercise of stock options under various ESOP Schemes of the Company, the paid up equity share capital of the Company stands increased to Rs.94,93,48,278/- divided into 47,46,74,139 equity shares of Rs.2/- each. The disclosures required to be made in compliance with the applicable regulations are set out in the Annexure-B to this Report and have been placed on the website of the Company http://www.indiabullsrealestate.com/.

PUBLIC DEPOSITS

LISTING WITH STOCK EXCHANGES

AUDITORS

(a) Statutory Auditors

M/s Walker Chandiok & Co. LLP (Firm Regn. No. 001076N/N500013), a member of Grant Thornton International, the statutory auditors of the Company were appointed by the members in their Eighth Annual General Meeting, held on 29^th September 2014, for a period of five years i.e. until the conclusion of the thirteenth Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect, that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of twelfth annual general meeting, is in accordance with the provisions of Section 141(3)(g) of the Companies Act, 2013. The Board recommends the ratification of the appointment of M/s Walker Chandiok & Co. LLP, as statutory auditors of the Company till the conclusion of twelfth annual general meeting of the Company.

The Auditorsâ Report is self - explanatory and therefore do not call for any further explanation.

(b) Secretarial Auditors & Secretarial Audit Report

The Report is self - explanatory and therefore do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under âCorporate Social Responsibility (CSR)â, the Company has undertaken projects in the areas of Sanitation, as per its CSR Policy (available on your Companyâs website http://www.indiabullsrealestate.com) and the details are contained in the Annual Report on CSR Activities given in Annexure 2, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013, read with the relevant Rules.

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 (âSEBI LODR Regulationsâ) with the Stock Exchanges, Managementâs 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 24 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 REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 listed entities based on market capitalization. In compliance with the regulation, we have provided the BRR as part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2017, 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, 2017 and the profit and loss of the company for the year ended on that date;

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

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

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

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013, read with the relevant Rules (to the extent applicable) and SEBI LODR Regulations, not elsewhere mentioned in this Report, are given in âAnnexure -Aâ forming part of this Report.

GREEN INITIATIVES

Electronic copies of the Annual Report 2017 and Notice of the 11^th AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses or have submitted requests with the Company, physical copies of the Annual Report 2017 and Notice of the 11^th AGM are being sent in the permitted mode.

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 11^th 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.

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 of Directors

Gurbans Singh Vishal Gaurishankar Damani

Joint Managing Director Joint Managing Director

(DIN: 06667127) (DIN: 00358082)

Place: Mumbai

Date: July 24, 2017

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Eighth Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31, 2014 are as under:

Amount (in Rupees) Particulars Year ended Year ended March 31, 2014 March 31, 2013

Profit before Depreciation/Amortisation 1,604,641,783 3,446,559,581

Less: Depreciation/Amortisation 32,135,061 33,330,752

Profit before Tax 1,572,506,722 3,413,228,829

Less: Provision for Tax 126,974,621 727,618,602

Profit after Tax 1,445,532,101 2,685,610,227

Balance of Profit Brought Forward 205,283,979 87,475,910

Profit Available for Appropriation 1,650,816,080 2,773,086,137

Appropriations:

Interim Dividend on Equity shares 1,059,532,217 848,021,478

Corporate Dividend Tax on Interim Dividend on Equity shares (9,090,500) 16,658,750

Transfer to General Reserves 153,300,802 268,561,022

Transfer to Capital Redemption Reserves - 100,000,000

Transferred to Debenture Redemption Reserve 333,333,334 1,334,560,908

Balance of Profit Carried Forward 113,740,227 205,283,979

REVIEW OF OPERATIONS & BUSINESS UPDATE:

Key Financial Highlights:

* Total Sales in FY ''14 increased to Rs. 3,076 Crores for an area of 3.40 msft as against the sales of Rs. 3,002 Crores for an area of 2.82 msft in FY ''13.

* Total Revenues in FY ''14 increased to Rs. 1800 Crores as against the revenues of Rs. 1,346 Crores in FY ''13.

* Total Profit after Tax (PAT) in FY ''14 increased to Rs. 230 Crores as against the PAT of Rs. 175 Crores in FY ''13.

* Earnings per share (EPS) in FY ''14 increased to Rs. 5.28 as against the EPS of Rs. 3.74 in FY ''13.

Credit Rating:

The Company has retained its A (A Plus) rating for its long term debt (Term Loans and NCDs) and A1 (A One Plus) rating for its short-term debt, which is the highest rating that can be assigned for short-term debt. With this the Company enjoys ease and most favorable terms on the loans/facilities being availed from the Banks/Financial Institutions. The ratings are the manifestation of the Company''s strong fundamentals, low gearing and execution track record and mirror its long term growth prospects.

Land Bank:

* As on 31st March 2014, total Land Bank is 1,009.74 acres, of which 966.56 acres is for residential development and balance 43.18 acres is for commercial development.

* More than 95% of the Land Bank is high value super-metro cities - Mumbai Metro Region, National Capital Region (Delhi) and Chennai

Project development:

In addition to the land bank of 1,009.74 acres and 2,588 acres of SEZ land in Nashik, the Company''s ongoing projects have 72.86 million square feet area of development. Each project bears a stamp of thoughtful solutions and highest quality and an optimum mix of different categories and therefore the Company has diversified portfolio of super premium category, premium category & mid income category.

Ongoing major projects are:

* BLU, Worli, Mumbai

* Sky, Lower Parel, Mumbai

* Sky Forest, Lower Parel, Mumbai

* Sky Suites, Lower Parel, Mumbai

* Indiabulls Golf City, Savroli, MMR

* Indiabulls Greens, Panvel, MMR

* Vatika, Ahmedabad

* Indiabulls Mega Mall, Vadodara

* Indiabulls Greens, Chennai

* Indiabulls Centrum, Madurai

* Centrum Park, Gurgaon

* Enigma, Gurgaon

* Indiabulls City, Sonepat, Haryana

New Launch of projects for FY15

* One Indiabulls - Sec 104, Gurgaon (recently launched): Super premium residential complex consisting of town houses, low rise apartments and high rise towers spread over 34 acres

* Indiabulls Mint- Sec 104, Gurgaon: Iconic commercial tower of 2.11 lac sqft

* Indiabulls Imperial - Sec 106, Gurgaon: Integrated township with high-end residential apartments, villas, luxury retail and commercial spread over 35.23 acres

* Indiabulls Sierra, Vizag (recently launched): 7.86 lac sqft of residential development, consisting of 13 residential towers spread over 4.8 acres

* Indiabulls Kalina, Mumbai: One of the most eagerly awaited projects in the city, It''s a boutique high end project,

2.12 lac sqft of ultra-premium residential development

* Indiabulls Commercial Centre-Sec 109, Gurgaon: 5.84 lac sqft of commercial development

SIGNIFICANT DEVELOPMENT DURING THE YEAR

During the year 2013-14, the Company has purchased the entire stake of FIM Ltd. and its affiliates (managed by Farallon Capital Management LLC and its affiliates, a leading U.S. private equity fund), in its 7 project subsidiaries. With the purchase of FIM''s entire stake, these project subsidiaries have become 100% owned by the Company. The details of these 7 project subsidiaries are as under:

Project Subsidiary Project Area (Acres)

Selene Estate Ltd. Greens, OMR- Chennai 15.90

Indiabulls Estate Ltd. Indiabulls City, Sonera 160.81

Citra Properties Ltd. Sector - 109, Gurgaon 6.19

Airmid Developers Ltd. Sector - 106, Gurgaon 39.06

Selene Constructions Ltd. Centrum Park, Gurgaon 28.03

Juventus Estate Ltd. Sector - 104, Gurgaon 31.17

Athena Infrastructure Ltd. Enigma, Gurgaon 16.60

INTERNATIONAL FORAY

The Company has recently made its first international foray, with the acquisition of 22 Hanover Square, an iconic landmark in Mayfair, the heart of central London, which is currently a commercial office building spread over 87,444 sqft of area. The project envisages redeveloping it into a luxury residential building. Further, the Company already has its marketing cum sales offices in London and Dubai.

PROMOTERS DE-CLASSIFICATION

To impart greater focus and undivided accountability at the leadership level and to rationalize operations of the diverse businesses of the Indiabulls group, so as to put the Company firmly on the growth path, the promoters have mutually decided to reorganize the management control of different group companies amongst themselves. As part of the restructuring, Mr Sameer Gehlaut, Chairman of the Company and the entities promoted by him namely Jyestha Infrastructure Private Limited, Kritikka Infrastructure Private Limited, Powerscreen Media Private Limited, Karanbhumi Estates Private Limited, Meru Minerals Private Limited, Dahlia Infrastructure Private Limited, Galax Minerals Private Limited alongwith IBREL-IBL Scheme Trust shall continue as Promoters / Promoter Group / PACs with the promoters of the Company.

Further, with effect from July 18, 2014, Mr. Rajiv Rattan, Yantra Energetics Private Limited, Spire Constructions Private Limited, Laurel Energetics Private Limited, Nettle Constructions Private Limited, Mr. Saurabh Kumar Mittal, Gragerious Projects Private Limited, Punarvasu Builders and Developers Private Limited, Ceres Trading Services Private Limited, Daisy Projects Private Limited and Lucerne Trading Services Private Limited have ceased to be the Promoters / Promoter Group / PACs with the promoters of the Company.

DIVIDEND

For the financial year 2013-14, the Board of Directors of the Company had declared three interim dividends aggregating to Rs. 3/- per share on shares of face value Rs. 2/- each (i.e. Re. 1/- per equity share on July 24, 2013, Re. 1/- per share on October 22, 2013 and Re. 1/- per equity share on April 23, 2014). Your Directors recommend that the payment of the aforesaid interim dividends aggregating to Rs. 3/- per equity share on shares of face value Rs. 2/- each for the year ended on March 31, 2014 be confirmed.

DIRECTORS

The Board in recognition of the contributions of Mr. Narendra Gehlaut, MD of the Company, in taking the Company to remarkable growth and progress, elevated him to the position of Vice Chairman of the Company.

To achieve the highest standards of Corporate Governance in its management and to introduce a true sense of professionalism in the Board of the Company, the Board has proposed the appointments of Justice Surinder Singh Nijjar (Retd. Justice - Supreme Court of India) (DIN: 06964806), Justice Bisheshwar Prasad Singh (Retd. Justice Supreme Court of India) (DIN: 06949954) and Mrs. Rama Das (Ex-Member, CAT) (DIN: 06954941) as Independent Directors of the Company and the appointments of Mr. Vinesh Kumar Jairath (Ex-IAS Officer) (DIN: 00391684) and Mr. Gurbans Singh (Ex-IRS Officer) (DIN: 06667127), as Joint Managing Directors of the Company along with the appointment of Mr. Ashok Brijmohan Kacker (Ex-IRS Officer) (DIN: 01647408), as a Non-executive Director of the Company.

Further to ensure continuity of guidance from Brig. Labh Singh Sitara (Ex-army official and Dhyanchand award winner sportsman) (DIN: 01724648), Mr. Shamsher Singh Ahlawat (DIN: 00017480) and Mr. Aishwarya Katoch (DIN: 00557488), the existing Independent Directors of the Company, the Board has recommended their re-appointments as Independent Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra Gehlaut (DIN: 01246303), retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment. The Board recommends his re-appointment.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

In consonance with the management re-organization, within Indiabulls group companies, as mutually decided among its promoters, Mr. Rajiv Rattan (DIN: 00010849) & Mr. Saurabh Kumar Mittal (DIN: 01175382) have resigned from the Board of Directors of the Company on 9th July 2014. The Board appreciated the efforts put in by Mr. Rattan & Mr. Mittal during their association with the Company.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'' Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999, are set out in the annexures forming a part of this Report.

CHANGE IN THE CAPITAL OF THE COMPANY

Subsequent to the financial year ended March 31, 2014, the Company had allotted 8,62,000 equity shares of face value Rs. 2/- each, against exercise of stock options under Indiabulls Real Estate Limited Employees Stock Option Scheme 2006, consequent to which, the paid up equity share capital of the Company increased from Rs. 84,80,21,478/- comprising of 42,40,10,739 equity shares of Rs. 2/- each, to Mrs. 84,97,45,478/- comprising of 42,48,72,739 equity shares of Rs. 2/- each.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Karan Singh Khera as the Chairman and Mr. Narendra Gehlaut and Mr. Saurabh Kumar Mittal as other members. However, due to resignation of Mr. Saurabh Kumar Mittal from the Board on July 9, 2014, the Committee was reconstituted, with Mr. Shamsher Singh Ahlawat replacing Mr. Saurabh Kumar Mittal as a member of the Committee.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

INDIABULLS FOUNDATION

The objective of Indiabulls Foundation is to do meaningful work with measureable output and maximum impact on the society. One of the first initiatives of Indiabulls Foundation is to support the development of rural districts. The Foundation has initiated pilot projects such as Aatm Shakti and Anganwadi in Rajasthan and Maharashtra with an open and a collaborative approach, which leverages the efforts of local stakeholders for a robust and scalable structure.

Other projects initiated by the Foundation are granting of mobile medical vans, rainwater harvesting, groundwater management, tree plantation, IT projects for rural development, income generation support for rural women, skills training for rural youth, conducting eye camps for rural school children and in trying to be of support to traditional artisans.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard (AS) - 21 on consolidated financial statements read with other related AS, the audited consolidated financial statement is provided in the Annual Report.

GREEN INITIATIVE

Electronic copies of the annual report 2014 and notice of the 8th AGM are being sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of Annual Report 2014 and the Notice of the AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all the resolutions set forth in the Notice of the AGM. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014. The instructions for e-voting are provided in the Notice.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2014-15 has been paid. The Global Depository Receipts issued by the Company also continue to be listed on the Luxembourg Stock Exchange. All outstanding Secured Non-Convertible Debentures issued by the Company so far, continue to remain listed on the Wholesale Debt Market segment of NSE.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Certificate from a Practicing Company Secretary, certifying Company''s compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report.

AUDITORS & AUDITORS'' REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm registration Number: 001076N), an associate of Grant Thornton, are proposed to be appointed as Statutory Auditors of the Company for a period of 5(five) years, to hold office as such from the conclusion of this AGM, in place of retiring auditors M/s Sharma Goel & Co. LLP, Chartered Accountants, who have completed their five year term. M/s Walker Chandiok & Co LLP is having good credentials in the real estate sector and is associated as statutory auditors of leading listed real estate developers of the Country. The Company has received a special notice from a member proposing M/s Walker Chandiok & Co LLP, Chartered Accountants, as statutory auditors of the Company.

M/s Walker Chandiok & Co LLP has submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as statutory auditors of the Company. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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, 2014 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board of Directors

Sd/- Sameer Gehlaut Chairman New Delhi, August 26, 2014

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Seventh Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31, 2013 are as under:

Amount (in Rupees) Particulars Year ended Year ended March 31, 2013 March 31, 2012

Profit before Depreciation / Amortisation 3,446,559,581 239,485,236

Less: Depreciation / Amortisation 33,330,752 31,945,110

Profit before Tax 3,413,228,829 207,540,126

Less: Provision for Tax 727,618,602 63,004,898

Profit after Tax 2,685,610,227 144,535,228

Balance of Profit Brought Forward 87,475,910 29,240,647

Profit Available for Appropriation 2,773,086,137 173,775,875

Transfer from Indiabulls Builders Limited merger, pursuant to Scheme of Arrangement 58,454,923

Appropriations:

Interim Dividend on Equity shares 84,80,21,478

Dividend for previous year on Equity shares issued after the year end, under ESOP Scheme 189,000

Corporate Dividend Tax on Interim Dividend on Equity shares 16,658,750

Transfer to General Reserves 268,561,022

Transfer to Capital Redemption Reserves 100,000,000

Corporate Dividend Tax for previous year on Equity shares issued after the year end, under ESOP Scheme 30,660

Transferred to Debenture Redemption Reserve 1,334,560,908 144,535,228

Balance of Profit Carried Forward 205,283,979 87,475,910

REVIEW OF OPERATIONS & BUSINESS UPDATE:

Key Financial Highlights:

- Total Sales in FY ''13 increased to Rs. 3002 crores as against the sales of Rs. 1982 crores in FY ''12.

- Annualized rental income in FY ''13 increased to Rs. 486 crores as against Rs. 354 crores in FY ''12

- The total income from operations for the year FY ''13 stood at Rs. 1,300.56 crores and the Profit after tax (PAT) stood at Rs. 175.47 crores.

- While most of the other Real Estate companies got downgraded, the Company has retained its A (A Plus) rating for its long term debt (Term Loans and NCDs) and A1 (A One Plus) rating for its short-term debt, which is the highest rating that can be assigned for short-term debt. With this the Company enjoys ease and most favorable terms on the loans/facilities being availed from the Banks/Financial Institutions. The ratings are the manifestation of the Company''s strong fundamentals, low gearing and execution track record and juxtapose its long term growth prospects.

Project development:

The Company has 25 ongoing projects totaling 72.86 million square feet, 2588 acres of SEZ development and additional land bank of 1003.54 acres. Each project bears a stamp of thoughtful solutions and highest quality. Company''s projects has optimum mix of different categories and therefore the Company has diversified portfolio of super premium category, premium category & mid income category.

>- The Company has launched following projects in FY ''13:

BLU, Worli, Mumbai - 7-Star luxury residential complex spread over 10 acres in South Mumbai with breathtaking sea views. The project launched at Rs. 36,000 psft in June 2012 and within a short span of time it has achieved residential sale rate of Rs. 58,399 psft. Office space of 2,50,000 sq ft at Rs 25,000 psft is already contracted. 45% of the saleable area of this project is already sold with cash flows (after all costs) of Rs. 4425 Crores. Revenue recognition in P&L is expected during the current FY ''14.

IB Golf City, Savroli, MMR - Premium residential township with 18-hole golf course spread over 350 acres of greens.

Key Operational Highlights

Presently the Company is developing both residential and commercial projects mainly concentrating in the super metros and the tier I cities. The projects include from mid-income housing projects to high-end residential projects. Both the residential and the commercial projects are located in the areas of high growth with regards to infrastructure, connectivity and have high future potential. These projects are located in the Metros i.e. Panvel (Mumbai Metropolitan Region), Chennai, Gurgaon (NCR), and other prime Tier I cities like Ahmedabad, Madurai & Indore etc.

- The total Area under Development (AUD) is increased from 71.55 msft as on March 31, 2012 to 72.86 msft as on March 31, 2013.

- Out of AUD of 72.86 msft, 65.04 msft is under residential scope and 7.82 msft is under commercial scope.

- Around 95% of the AUD is in the Metro cities i.e. major centers of Greater Mumbai & Mumbai Metropolitan Region (MMR), National Capital Region (NCR) and Chennai.

- Total Area under construction (AUC) increased from 17.17 msft as on March 31, 2012 to 19.44 msft (net of handovers).

Land Bank:

Land reserves indicate the future development and expansion potential of the Company. The Company intends to acquire land in the areas which are of strategic importance and high demand centers The size and location of the company''s land reserves allows it to respond quickly and effectively to the changes in the market conditions, regulatory environment and the overall demand

- Added approx. 220 acres land (mainly in Mumbai Metropolitan Region and National Capital Region) in FY ''13.

- Total Land bank as at March 31, 2013 stands at 1003.54 acres, excluding 2588 acres land of Nashik SEZ, mainly in regions of Mumbai Metropolitan Region (MMR), National Capital Region (NCR) and Chennai (nearly 60% is in the NCR region, 22% in the MMR region and 18% in Chennai region).

SIGNIFICANT DEVELOPMENTS & UPDATES

BUYBACK OF EQUITY SHARES OF THE COMPANY

The Buy-back offer of the Company, which commenced w.e.f. April 30, 2012, closed on December 14, 2012, as scheduled. During Buy-back, the Company through Stock Exchange mechanism, bought back 5,00,00,000 equity shares, being 83.33% of the total buyback offer quantity of 6,00,00,000 equity shares at an average price of Rs. 54.64 per share. Funds amounting to Rs. 273.21 Crores appox. were utilized for the aforesaid purpose. Post Buy-back, the Issued & Paid-up capital of the Company stood at Rs. 848,021,478/-, comprising 424,010,739 equity shares of Rs. 2/- each.

RAISING OF FUNDS THROUGH ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES

During the financial year 2012-13, the Company successfully raised funds aggregating Rs. 300 Crores through issue of Secured Non-Convertible Debentures to Yes Bank Limited. During Q1 of FY 2013-14, the company aised funds aggregating Rs. 500 Crores through issue of Secured Non-Convertible Debentures to Axis Bank Limited. These Debentures stands listed on the Wholesale Debt Market segment of the National Stock Exchange of India Limited.

DIVIDEND

For the FY 2012-13, an Interim Dividend was declared by the Board on April 25, 2013, at the rate of Rs. 2/- per equity share on face value of Rs. 2/- each. Your Directors recommend that the aforesaid interim dividend be approved as final dividend for the financial year 2012-13.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'' Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999, are set out in the annexures forming a part of this Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. Aishwarya Katoch (DIN: 00557488) and Mr. Labh Singh Sitara (DIN: 01724648), Directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for reappointment.

Brief resumes of the Directors seeking reappointment, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance, forming part of the Annual Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2013-14 has been paid. The Global Depository Receipts issued by the Company also continue to be listed on the Luxembourg Stock Exchange. All outstanding Secured Non-Convertible Debentures issued by the Company so far, continue to remain listed on the Wholesale Debt Market segment of NSE.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Certificate from a Practicing Company Secretary, certifying Company''s compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report.

AUDITORS & AUDITORS'' REPORT

M/s Sharma Goel & Co., Chartered Accountants (Registration no.: 000643-N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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, 2013 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board of Directors

Sd/-

Sameer Gehlaut Chairman

New Delhi,

September 3, 2013

Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the 6th Annual Report together with the audited accounts of the Company for the financial year ended March 31,2012.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31,2012 are as under:

(Amount in Rupees)

Particulars For the year ended For the year ended March 31,2012 March 31,2011

Profit before Depreciation / Amortisation 239,485,236 708,916,844

Less: Depreciation/ Amortization 31,945,110 30,341,924

Profit before Tax 207,540,126 678,574,920

Less: Provision for Tax 63,004,898 220,521,056

Profit after Tax 144,535,228 458,053,864

Balance of Profit Brought Forward 29,240,647 192,405,560

Profit Available for Appropriation 173,775,875 650,459,424

Transfer from India bulls Builders Limited merger, pursuant to Scheme of 58,454 923 - Arrangement

Appropriations:

Proposed Dividend on Equity shares - 120,684,222

Dividend for previous year on Equity shares issued after the year end, 1,89,000 - under ESOP Scheme

Corporate Dividend Tax on Proposed Dividend on Equity shares - 19,577,998

Transfer to General Reserves - 22,902,693

Corporate Dividend Tax for previous year on Equity shares issued after 30,660 - the year end, under ESOP Scheme

Transferred to Debenture Redemption Reserve 144,535,228 458,053,864

Balance of Profit Carried Forward 87,475,910 29,240,647

REVIEW OF OPERATIONS & BUSINESS

UPDATE*

Key Financial Highlights:

- The total income from operations for the year FY '12stoocl at Rs' 1'391 -60 Crores and tne Profit after tax (PAT) stood at Rs. 168.19 Crores.

The total new leased area in FY '12 stands at 0.60 Total Sales for the year FY'12 was Rs. 1,982.04 Crores msft With this the total, |eased area stood at 2.21 for an area of 3.54 msft. msft as on March 31( 2012 and the marquee clients include big corporate houses like Starbucks, Yes Bank, Deloitte, GE Shipping, Franklin Templeton etc. among the few.

The Company has maintained its A (Single A Plus) ratings for its long term debt (Term loans and NCDs) and PR1 (PR One Plus) rating for its short term facilities for tenure up to one year (This is the highest rating that can be assigned for short-term debt). The ratings are the manifestation of the Company's strong fundamentals, low gearing and execution track record and juxtapose its long term growth prospects.

Key Operational Highlights

Project development:

Presently the Company is developing both residential and commercial projects mainly concentrating in the metros and the tier I cities. The projects include from mid-income housing projects to high-end residential projects. Both the residential and the commercial projects are located in the areas of high growth with regards to infrastructure, connectivity and have high future potential. These projects are located in the Metros i.e. Panvel (Mumbai Metropolitan Region), Chennai, Gurgaon (NCR), and other prime Tier I cities like Ahmadabad, Madurai & Indore etc.

The total Area under Development (AUD) increased by 10.63 msft in FY '12. With this total AUD increased by 17.45% from 60.92 msft as on March 31, 2011 to 71.55 msft as on March 31, 2012.

Out of AUD of 71.55 msft nearly 62.73 msft is under residential scope and 8.82 msft is under commercial scope.

More than 90% of the AUD is in the Metro cities i.e. major centers of Greater Mumbai & Mumbai Metropolitan Region (MMR), National Capital Region (NCR) and Chennai.

Total AUD has optimum mix of different categories and therefore India bulls has diversified portfolio with 5.5 msft AUD under super premium category (for which the expected average sale price is Rs. 25,000 per sft) 38.64 msft AUD is under premium category (for which the expected average sale price is Rs. 5,000 per sft) and 27.40 msft AUD is under mid income category (for which the expected average sale price is Rs. 2,500 per sft).

Total Area under Construction (AUC) increased from 17.04 msft as on March 31,2011 to 17.17 msft (net of handovers) across 103 towers across India.

Land Bank:

Land reserves indicate the future development and expansion potential of the Company. The Company intends to acquire land in the areas which are of strategic importance and high demand centers. The size and location of the Company's land reserves allows it to respond quickly and effectively to the changes in the market conditions, regulatory environment and the overall demand

Total land acquired in FY '12 is420.47 acres (mainly in Mumbai Metropolitan Region and National Capital Region).

Total land bank of India bulls stands at 836.03 Acres in regions of Mumbai Metropolitan Region (MMR), National Capital Region(NCR) and Chennai.

Out of total land bank of 836.03 acres nearly 46% is in the NCR region, 33% in the MMR region and rest 21% in Chennai region.

Future Development Potential:

With its strong land reserves located in high growth centers, the Company envisages total developmental potential in excess of 525 msft and total revenue potential in excess of Rs. 36,000 Crores. Some of the projects that are planned to be launched in the year FY'13 are:

BLU, World, Mumbai - 7-Star luxury residential complex spread over 10 acres in South Mumbai with breathtaking sea views IB City, Sonepat, Haryana - 150 Acres of integrated township with plotted development, commercial and group housing

IB Golf City, Savroli, MMR - Premium residential township with 18-hole golf course spread over 350 acres of greens

IB Enigma II, Seel 04, Gurgaon - Super premium residential complex with Villa's and high rise towers spread over 34 acres

IB Imperial, Sec 106, Gurgaon - 54 Acres of Integrated township with high end residential apartments, villa's, luxury retail and commercial

IB Commercial Centre, Sec 109, Gurgaon - Over 5 acres of commercial development on the Dwarka Expressway

IB Greens, Chennai - Premium residential township with high rise towers near the IT corridor spread over 32 acres

IB Mint, Sec 104, Gurgaon - Iconic Commercial tower on the Dwarka Expressway

IB Greens, Indore -15 Acres of Integrated township with high end residential apartments, retail and commercial in the heart of the city

IB Mega Mall, Agra & Kanpur - Destination mall/ multiplex in the heart of the city

SIGNIFICANT DEVELOPMENTS & UPDATES

RESTRUCTURING OF POWER AND INFRASTRUCTURE BUSINESS OF THE COMPANY

During the financial year 2011-12, the Scheme of arrangement under the provisions of Sections 391-394 of the Companies Act, 1956, among the Company, India bulls Infrastructure and Power Limited ("IIPL"), India bulls Builders Limited ("IBL"), India bulls Power Limited. ("IPL"), Poena Power Supply Limited ("PPSL") and their respective shareholders and creditors ("Scheme") was approved by the Humble High Court of Delhi, New Delhi, vide its order dated October 17,2011 and came into effect on November 25,2011, with effect from the 1 st April, 2011 i.e. the Appointed Date.

Post effectiveness of the aforesaid Scheme, equity shares of IIPL got listed on BSE & NSE w.e.f. July 30,2012. Further, on payment of full and final call money by holders of partly-paid equity shares, issued by the Company in term of the Scheme, such partly paid equity shares became fully paid-up, ranking pari-passu with existing equity shares of the Company.

MERGER OF A SUBSIDIARY WITH INDIABULLS POWER LIMITED.

In terms of the Court approved Scheme of Arrangement, for merger of India bulls Infrastructure Development Limited (IIDL), subsidiary of the Company, with India bulls Power Limited. (IPL), the Company, being a shareholder of IIDL, was allotted shares in IPL, which as on date is 8.29% of IPL's present paid-up equity capital.

BUYBACK OF EQUITY SHARES OF THE COMPANY

During the financial year 2011-12, the Board of Directors of the Company approved Buy-back of up to 6 crore equity shares of the Company from the open market through the Stock Exchange mechanism, at a price not exceeding Rs. 75/- per share, involving an aggregate amount, not exceeding Rs. 450 crores i.e. within 10% of the erstwhile paid-up equity share capital and free reserves of the Company, in accordance with sections 77A, 77AA and 77B of the Companies Act, 1956. Upon receipt of approval from Securities and Exchange Board of India (SEBI), the Company commenced Buy-back of its equity shares w.e.f. April 30, 2012. The Buy-back offer shall remain open up to December 14, 2012. However, the Board may close the same at an early date, subject to completion of buy-back of minimum number of equity shares specified in the Public Announcement i.e. 1.5 Crores.

Uptill August 24, 2012, the Company has bought-back 32,336,206 equity shares, constituting 53.89% of total shares, which were available for buy-back under the Buy- back offer. Upon extinguishment of 25,861,404 equity shares, out of aforesaid shares, the Issued and Paid-up capital of the Company as on August 24, 2012 stood at Rs. 896,298,670/-, comprising 448,149,335 equity shares of Rs. 21- each.

DIVIDEND

In anticipation of the future fund requirements for various projects, being undertaken by the Company, its subsidiaries and associates, the Board of Directors of the Company have not recommended any dividend for the FY 2011-12.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors' Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999, are set out in the annexure forming a part of this Report.

The Shareholders of the Company have approved the launch of a new ESOP Scheme titled as 'India bulls Real Estate Limited Employee Stock Option Scheme - 2011'. However, no option has yet been granted under this Scheme.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company

who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Consequent to managerial restructuring within India bulls Group companies, Mr. Vipul Bansal has relinquished his charge as the Joint Managing Director of the Company and has resigned from the directorship of the Company w.e.f. July 25, 2012. Mr. Narendra Gehlaut, the other Joint Managing Director of the Company, has been re- designated as "Managing Director" to look after the entire operations of the Company.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. Narendra Gehlaut (DIN: 01246303) and Mr. Prem Prakash Mirdha (DIN: 01352748), Directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for reappointment.

Brief resumes of the Directors seeking reappointment, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance, forming part of the Annual Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2012-2013 have been paid. The Global Depository Receipts issued by the Company also continue to be listed on the Luxembourg Stock Exchange. The Secured Non- Convertible Debentures issued by the Company during FY 2010-11, continue to remain listed on the Wholesale Debt Market segment of NSE.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Certificate from a Practicing Company Secretary, certifying Company's compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report.

AUDITORS & AUDITORS' REPORT

M/s Sharma Goel & Co., Chartered Accountants (Registration no.: 000643-N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board of Directors

Sameer Gehlaut

Chairman

New Delhi

August 30,2012

Mar 31, 2010

Not Available

Mar 31, 2009

The Directors have pleasure in presenting the 3rd Annual Report together with the audited statement of accounts of the Company forthefinancialyearended March 31, 2009.

FINANCIAL HIGHLIGHTS

The highlights of the financial resultsofthe Company forthefinancialyear ended March 31,2009.

Amount (in Rs.)

Year ended Year ended Particulars March 31,2009 March 31,2008

Profit before Depreciation/ Amortisation 259,653,685 6,053,703,909

Less: Depreciation/Amortisation 25,495,181 20,834,704

Profit before Tax 234,158,504 6,032,869,205

Less: Provision for Tax 68,543,221 1,355,878,449

Profit after Tax 165,615,283 4,676,990,756

Balance of Profit brought forward 43,496,792 18,079,330

Profit available for appropriation 209,112,075 4,695,070,086

Appropriations

Dividend paid on Preference shares 103,626,032 71,400,548

Corporate Dividend Tax on Preference shares 17,611,245 12,134,523

Proposed Dividend on Preference shares 33,913,974 28,184,427

Corporate Dividend Tax on Proposed Dividend on Preference shares 5,763,680 4,789,943

Proposed Dividend on Equity shares - 3,476,528,721

Corporate Dividend Tax on Proposed Dividend on Equity shares - 590,836,056

Transfer to General Reserves - 467,699,076

Balance of Profit Carried Forward 48,197,144 43,496,792

REVIEW OF OPERATIONS

The year 2008-2009 has been a year of financial turmoil with economies the world over taking a severe beating because of the prevailing recessionary conditions which have left no business sector untouched.

The times were particularly hard for the realty sector which witnessed a sharp dwindling of new business opportunities and almost complete lack of takers for the built up projects. What made the situation worse was the liquidity crunch coupled with a sharp increase in the costs of financing, in the market.

These unhealthy developments put the margins under severe pressure, the result being a plummeting profitability.

Your Company went through a bad phase as well with a drop in operating income and profitability in the year 2008-2009 as compared to the financial year 2007-2008. The operating revenues and Profits after tax were Rs. 4502.81 lacs and Rs. 1656.15 lacs respectively in the financial year 2008-2009, compared to Rs. 4,777.29 lacs and Rs.46,769.91 lacs respectively in the financialyear2007-2008.

However the scenario has brightened now with the world economies showing signs of emerging out of recession and the economic situation in the country looking upwards.

SIGNIFICANT DEVELOPMENTS

- Acquisition of a foreign Company and Issue of Global Depository Receipts

During the year under review, the Company has acquired the entire paid-up capital of Dev Property Development Limited (DPD), a company incorporated and registered in the Isle of Man, pursuant to a Scheme of Arrangement, approved by the High Court of Justice, Isle of Man. In terms of the approved Scheme, the Company had issued 16,685,580 CDRs, an equivalent number of underlying Equity shares of face value Rs. 2 each, to the shareholders of DPD, in consideration for the acquisition of DPD shares by the Company.

- Scheme of Amalgamation of Subsidiaries

During the year under review, pursuant to a Court approved Scheme of Amalgamation Indiabulls Power Services Limited, a wholly owned subsidiary of the Company, was merged with Sophia Power Company Limited, a majority owned subsidiary of the Company now known as Indiabulls Power Limited. (IPL). Consequent to the allotment of additional Equity shares by IPL to the Company, in terms of the approved Scheme, the Companys stake was increased to 71.43% in IPL.

- Raising of funds through Qualified Institutional Placement

The Company has successfully raised funds aggregating Rs. 2656,49,99,705/- through QIP placement of 14,35,94,593 Equity shares of the face value of Rs.2 each at a issue price of Rs.185 per share, with Qualified Institutional Buyers. This has resulted in increasing the outstanding Equity Shares of the Company from 25,75,20,646 to 40,11,15,239.

- Filing of Draft Red Herring Prospectus by Indiabulls Power Limited.

Indiabulls Power Limited., a subsidiary of the Company, has filed its Draft Red Herring Prospectus with the Securities and Exchange Board of India ("SEBI") on July 15, 2009 in relation to itslnitialPublicOfferofequity shares.

DIVIDENDS

During the financial year 2008-2009 the Company has paid preference dividend @10% aggregating Rs.137,540,006/- (excluding Corporate Dividend Tax thereon) to Oberon Limited, a foreign entity, as per the agreed terms.

As regards the payment of dividend on Equity shares, your directors, in anticipation of the future fund requirements for various projects, being undertaken by the Company through its subsidiaries and associates, did not recommend any dividend.

WARRANTS/EMPLOYEES STOCK OPTIONS

During the Financial Year, the Employee Stock Option Scheme titled Indiabulls Real Estate Limited Stock Option Scheme - 2008 (the "ESOS Scheme 2008"), covering 15,00,000 stock options, was cancelled and withdrawn.

However, with a view to reward performance and to retain talented employees of the Company and its subsidiaries, a new scheme titled Indiabulls Real Estate Limited Employee Stock Option Scheme 2008 II (the "ESOS Scheme 2008 II") was launched. The Scheme covers 20 lacs stock options convertible into an equivalent number of Shares of face value of Rs. 2 each. The Compensation Committee has granted the said 20 lacs options to eligible employees, at an exercise price of Rs. 110.50. The stock options so granted shall vest in eligible employees within 10 years, with effect fromjanuary 31,2010, the first vestingdate.

Subsequent to year end, upon exercise of stock options vested in terms of Indiabulls Real Estate Limited - Employees Stock Option Scheme 2006 by certain eligible employees and receipt of full consideration therefor, the Board at its meeting held on August 11, 2009, has allotted an aggregate of 2,25,000 Equity shares of face value Rs. 21- each to such employees. Consequent to this allotment, the paid-up Equity share capital of the Company stands increased from Rs. 80,22,30,478/- divided into 40,11,15,239 Equity shares of face value Rs. 21- each to Rs. 80,26,80,478/- divided into 40,13,40,239 Equity shares of face value Rs. 2/-each.

The disclosures required to be made in the Directors Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999, are set out in the annexures forming a part of this report.

The Company had allotted 1,50,00,000 warrants to its Promoters on August 9, 2007 and 4,30,00,000 warrants to its Promoters and Joint Managing Directors on November 5, 2007 on a preferential basis, convertible into equivalent number of its equity shares. The warrant holders had not exercised their right to convert their warrants into Equity shares hence, the warrants allotted in their favour were lapsed and the 10% upfront money paid at the time of allotment of warrants were forfeited and credited to Capital Reserve.

FIXED DEPOSITS

The Company has not accepted any deposits from the public duringtheyear under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In terms of approval granted by the Ministry of Corporate Affairs, Government of India vide letter No. 47/515/2009-CL- III dated 30.07.2009 under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries of the Company as of March 31, 2009 have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any

Member of the Company interested in obtaining the same. However, as directed by the Ministry of Corporate Affairs, the financial data of the subsidiaries have been furnished under Details of Subsidiaries forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 129 of the Articles of Association of the Company Mr. Prem Prakash Mirdha, Mr. Narendra Gehlaut and Mr. Vipul Bansal retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Further, the term of office of Mr. Narendra Gehlaut and Mr. Vipul Bansal, as Joint Managing Directors of the Company, shall come to an end on the 8th of January 2010. In order to have the continued benefit of their acumen and experience, the Board has proposed to reappoint them as Joint Managing Directors, for a further period of five years subsequent to the expiry of theirinitialterm as aforesaid, i.e. w.e.f.January 9, 2010.

Brief resume of the Directors seeking reappointment, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2009-2010 have been paid. The Global Depository Receipts issued by the Company continue to be listed on the Luxembourg Stock Exchange.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of Corporate Governance stipulated under clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

AUDITORS &AUDITORS REPORT

M/s Ajay Sardana Associates, Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors Report are self - explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIESACT.1956

The information required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORSRESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2009 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on agoing concernbasis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board of Directors Sameer Gehlaut Chairman

New Delhi September 2,2009

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Directors Report of Embassy Developments Ltd.

FINANCIAL HIGHLIGHTS

TRANSFER TO RESERVES

SUCCESSFUL COMPLETION OF MERGER:INTEGRATION INTO EMBASSY GROUP

VISION-LED LEADERSHIP FOR FUTURE-READYGROWTH

COMPANYâS OVERVIEW: STRATEGICCOMBINATION DRIVING GROWTH & SYNERGIES

TRANSFORMATION OF CORPORATE IDENTITYFOLLOWING MERGER INTEGRATION

RECAPITALISATION / FUND RAISING

STRATEGIC ASSET ACQUISITIONS: BUILDINGA ROBUST FUTURE

DIVIDEND / TRANSFER TO INVESTOREDUCATION AND PROTECTION FUND (IEPF)

DIRECTORS AND KEY MANAGERIALPERSONNEL

Independent Directors

LISTING WITH STOCK EXCHANGES

PUBLIC DEPOSITS

AUDITS AND AUDITORS

CORPORATE SOCIAL RESPONSIBILITY

MANAGEMENT DISCUSSION AND ANALYSISREPORT

CORPORATE GOVERNANCE REPORT

BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT

DIRECTORSâ RESPONSIBILITY STATEMENT

WEB LINK OF ANNUAL RETURN

BOARD MEETINGS

MATERIAL CHANGES AND COMMITMENTS

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

BUSINESS RISK MANAGEMENT

PARTICULARS OF EMPLOYEES

FAMILIARISATION PROGRAMME FOR NONÂ¬EXECUTIVE DIRECTORS

CREDIT RATING

SUBSIDIARY, JOINT VENTURE & ASSOCIATECOMPANIES

COMMITTEES OF THE BOARD

GREEN INITIATIVES

DIRECTORS AND OFFICERS INSURANCE(âD&O INSURANCEâ)

ACKNOWLEDGEMENT

Financial Highlights

Amount ('' Mn.)

Amount ('' Mn.)

TRANSFER TO RESERVES

RE-BRANDING AND NAME CHANGE OF THE COMPANY

RECAPITALIZATION / FUND RAISING

ASSET ACQUISITIONS TO RE-ENERGIZE BUSINESS & FUEL GROWTH

UPDATE ON MERGER OF EMBASSY GROUP ENTITIES INTO THE COMPANY

UPDATE ON LONDON RECEIVABLES AMOUNTING TO GBP 61.85 MILLION (~RS. 629 CRORES)

IMPAIRMENT OF ASSETS & FINANCIAL INSTRUMENTS

NASHIK SEZ

REGULATORY ACTIONS / UPDATES

SETTLEMENT OF DISPUTE WITH TRAFIGURA

DIVIDEND / TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

SHARE CAPITAL / STOCK OPTIONS / SAR

PUBLIC DEPOSITS

LISTING WITH STOCK EXCHANGES

AUDITORS

(b) Secretarial Auditors & Secretarial Audit Report

COST RECORDS

CORPORATE SOCIAL RESPONSIBILITY

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE REPORT

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

DIRECTORS'' RESPONSIBILITY STATEMENT

WEB LINK OF ANNUAL RETURN

BOARD MEETINGS

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

MATERIAL CHANGES AND COMMITMENTS

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

B. Technology Absorption

I. The efforts made towards technology absorption:

BUSINESS RISK MANAGEMENT

PARTICULARS OF EMPLOYEES

FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE DIRECTORS

SUBSIDIARY JOINT VENTURE & ASSOCIATE COMPANIES

COMMITTEES OF THE BOARD

COMPLIANCE OF THE SECRETARIAL STANDARDS

DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPCY CODE, 2016

CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY/ SIGNIFICANT DEVELOPMENTS

SUCCESSFUL COMPLETION OF MERGER:
INTEGRATION INTO EMBASSY GROUP

VISION-LED LEADERSHIP FOR FUTURE-READY
GROWTH

COMPANYâS OVERVIEW: STRATEGIC
COMBINATION DRIVING GROWTH & SYNERGIES

TRANSFORMATION OF CORPORATE IDENTITY
FOLLOWING MERGER INTEGRATION

STRATEGIC ASSET ACQUISITIONS: BUILDING
A ROBUST FUTURE

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

DIRECTORSâ RESPONSIBILITY STATEMENT

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

FAMILIARISATION PROGRAMME FOR NONÂ¬
EXECUTIVE DIRECTORS

SUBSIDIARY, JOINT VENTURE & ASSOCIATE
COMPANIES

DIRECTORS AND OFFICERS INSURANCE
(âD&O INSURANCEâ)

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

DIRECTORS AND OFFICERS INSURANCE (âD AND O INSURANCE'')