Embassy Developments Ltd

Dear Members,

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

FINANCIAL HIGHLIGHTS

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

TRANSFER TO RESERVES

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

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

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

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

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

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

The Company's ongoing and planned portfolio has an estimated Gross Development Value ("GDV") of approximately H57,800 crore across own and DM projects, with an estimated development surplus of H30,848 crore, reflecting a healthy project surplus margin of approximately 58%. *excluding shareholder debt of approx 31063 crore

Scaled Launch Momentum:

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

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

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

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

A residential development in North Bengaluru;

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

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

A luxury plotted development spread across approximately 14.5 acres;

48 plots with an estimated GDV of ~H200 crore;

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

A luxury development in North Bengaluru spanning approximately 33 acres;

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

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

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

Achieved pre-sales of approximately ?800 crore.

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

Expansion of the Embassy Brand in MMR:

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

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

Embassy Serenity, Alibaug, a premium lifestyle and second-home residential segment with an estimated

GDV of ~ J400 crore; and

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

Legacy Project Deliveries:

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

Capital-Light Growth Strategy:

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

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

Embassy Sky Terraces, Hebbal, an ultra-luxury DM project with an estimated GDV exceeding

J3,050 crore; and

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

Strategic Focus:

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

A. Strategic Asset Acquisitions

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

100% equity shares of Squadron Developers Limited ("SDL") from Embassy Real Estate Developments and Services Private Limited, thereby making SDL a wholly owned subsidiary of the Company with effect from June 26, 2025. SDL has a premium and luxury residential project at Embassy Hub, Bengaluru, with an estimated saleable area of ~1.27 msft (with the Company's share at approximately ~1.14 msft), situated on a ~10.59 acre land parcel comprising ~7.49 acres owned by SDL and ~3.10 acres held through development rights under a Joint Development Agreement.

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

B. Divestment of stake in subsidiary

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

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

C. Simplifying Group Structure: Voluntary Strike off Subsidiaries

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

*Struck off subsequent to the close of FY 2025-26.

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

In view of the Company's current business requirements and strategic objectives, the Board has considered it prudent not to recommend any dividend for the FY 2025-26. The Company's Dividend Distribution Policy, as required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), is available on the Company's website at: https://embassyindia.com/investor-relations/ codes-policies.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Changes in Board and KMPs, during FY 2025-26

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

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

As on March 31, 2026, the Board comprised 8 (eight) Directors, consisting of 3 (three) Executive Directors (37.5%) The current Board and KMP are as follows: and 5 (five) Non-Executive Directors (62.5%), including the Chairman. Of the 5 (five) Non-Executive Directors, 4 (four) were Independent Directors, constituting 50% of the Board, including 1 (one) Woman Independent Director. Mr. Jitendra Virwani, Promoter of the Company, serves as the Non-Executive Chairman of the Company and provides strategic guidance and leadership to the Company.

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

Independent Directors

All the present Independent Directors of the Company are individuals of integrity and possess the requisite knowledge, expertise, experience, and skills necessary for effectively discharging their responsibilities as Independent Directors. Each of them is registered with the Independent Directors' databank in accordance with the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations. They have also affirmed compliance with the Code for Independent Directors as set out in Schedule IV of the Act. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, in accordance with applicable provisions of the Act, the terms and conditions of their appointment are available for inspection by the members at the registered office of the Company.

Re-appointment of Directors

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

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

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

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

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

Authorized Share Capital

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

Changes in Paid-Up Share Capital

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

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

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

The increase in the paid-up share capital during the year comprised the allotment of 9,80,23,128 Equity Shares on May 15, 2025, 2,86,97,000 Equity Shares on May 22, 2025, 1,65,90,441 Equity Shares on June 02, 2025, 53,80,500 Equity Shares on August 20, 2025, 1,04,46,067 Equity Shares on October 13, 2025, 48,22,891 Equity Shares on November 17, 2025 and 41,35,512 Equity Shares on November 20, 2025, pursuant to the exercise of conversion rights by the respective warrant holders.

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

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

ESOP Scheme - 2025 ("Embassy ESOS 2025")

The Company has implemented the "Embassy Developments Limited Employee Stock Option Scheme – 2025" ("Embassy ESOS 2025"), in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("SEBI SBEB Regulations"). The Embassy ESOS 2025 provides for grant of upto an aggregate of 4,50,00,000 Stock Options ("SOs") or Performance Stock Units ("PSUs") or any combination thereof (SOs and PSUs are collectively referred to as "Option" or "Options"), convertible into upto 4,50,00,000 Equity Shares of the Company, to the eligible employees of the Company, its subsidiaries and group companies. The NR Committee administers and monitors the Embassy ESOS 2025.

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

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

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

Proposed Fund Raise

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

DEBT FINANCING

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

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

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN No.: INE069I01010) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the FY 2025-26 and FY 2026-27 have been paid.

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

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

PUBLIC DEPOSITS

During FY 2025-26, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the disclosures in terms of Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

(a) Statutory Auditors

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

The Auditors' Reports, issued by the Statutory Auditors of the Company, on both standalone and consolidated financial statements of the Company for FY 2025-26 do not contain any qualification, reservation, adverse remark or disclaimer. The reports, when read together with the relevant notes to accounts and accounting policies are self explanatory and therefore do not call for any further explanation.

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

(b) Secretarial Auditors & Secretarial Audit Report

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

M/s GDR & Partners LLP, Secretarial Auditors, conducted the secretarial audit of the Company for the FY 2025-26. In this regard, the Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit.

The Secretarial Audit Report, along with Annual Secretarial Compliance Report for the FY 2025-26, as prescribed under Regulation 24A of SEBI LODR Regulations, are annexed to this Annual Report as Annexure-I(i) and Annexure-I(ii) respectively. The said reports do not contain any qualifications or adverse remarks and are self-explanatory and therefore do not call for any further explanation.

Additionally, pursuant to the provisions of Regulation 24A of SEBI LODR Regulations, the Secretarial Audit Reports of Reque Developers Limited and Sky Forest Projects Limited, Indian unlisted material subsidiaries of the Company, are annexed to this Annual Report as Annexure-I(iii) and Annexure-I(iv) respectively. The said reports do not contain any qualifications or adverse remarks and are self-explanatory and therefore do not call for any further explanation.

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

(c) Cost Auditors and Cost Records

Pursuant to Section 148(2) of the Act read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company appointed M/s Gurvinder Chopra & Co, Cost Accountants, as Cost Auditors, to conduct the audit of the cost records of the Company for the FY 2025-26.

The Cost Audit Report, issued by the Cost Auditors for the FY 2025-26, does not contain any qualification, reservation, adverse remark or disclaimer.

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

Further, in terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board, on the recommendations of Audit Committee, has re-appointed M/s Gurvinder Chopra & Co, Cost Accountants, as Cost Auditors, to conduct the audit of the cost records of the Company for the FY 2026-27 at such remuneration as may be determined by the Board of Directors, based on the recommendation of the Audit Committee, and ratified by the Members at the ensuing AGM.

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, a Business Responsibility & Sustainability Report (‘BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format, along with the assurance statement on BRSR Core issued by an independent third party, viz., Dhir & Dhir Associates, is available on the website of the Company at the web link https:// embassyindia.com/investor-relations/financial-other-reports/annual-reports?timeframe=2026.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors, in terms of Section 134(3) of the Act, hereby state and confirm that: (a) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2026 and the profit and loss of the Company for the year ended on that date; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the annual financial statements have been prepared on a going concern basis; (e) proper internal financial controls are in place and such financial controls are adequate and are operating effectively; and (f) proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

WEB LINK OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Act, read with relevant rules framed thereunder, the annual return of the Company as on March 31, 2026, in prescribed format, is available on the website of the Company at web link https://embassyindia.com/investor-relations/disclosures-under-regulation-46-of-sebi-lodr-regulations.

BOARD MEETINGS

During FY 2025-26, six meetings of the Board were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Act. The notice and agenda including all material information and minimum information required to be made available to the Board under SEBI LODR Regulations, were circulated to all directors, well within the prescribed time, before the meeting or were placed at the meeting with the permission of majority of directors (including the Independent Directors). During FY 2025-26, a separate meeting of the Independent Directors was held on March 05, 2026, without the presence of non-independent directors and the company management.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The NR Committee of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), performance of each individual director(s) including independent directors & Chairman of the Board and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, composition of the Board and Committees, effectiveness of the Board processes, participation and contribution of directors, strategic guidance, governance standards and discharge of fiduciary responsibilities, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution, role of Chairman and management of conflict of interest.

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

The annual performance evaluation was carried out through structured questionnaires covering quantitative and qualitative parameters, in accordance with the provisions of the Companies Act, 2013, the SEBI LODR Regulations and the guidance note on Board evaluation issued by SEBI. Also, the Chairman or Executive Director of the Company, on a periodic basis, has had one-to-one discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by directors either individually or collectively during different Board/Committee meetings.

POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION

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

The policy is available at the website of the Company at web link https://embassyindia.com/investor-relations/ codes-policies. The Remuneration Policy is also stated in the Corporate Governance Report, which is presented in a separate section as an integral part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During FY 2025-26, the Company has not made any investment through more than two layers of investment companies, except as permitted under the provisions of the Act and the rules made thereunder. Further, the loans, guarantees and investments made by the Company were in compliance with the provisions of Section 186 of the Companies Act, 2013 ("Act"). The particulars of such loans, guarantees and investments, wherever applicable, are disclosed in the standalone financial statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this Report, there have been no material changes or commitments affecting the financial position of the Company between the end of FY 2025-26, i.e., March 31, 2026, and the date of this Report, nor have any significant or material orders been passed by any regulator, court or tribunal that could impact the going concern status of the Company or its future operations.

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

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

A. Conservation of Energy

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

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

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

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

3) Selecting climate appropriate material for the building,

4) Using energy saving LED light fixtures,

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

B. Technology Absorption

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

I. The efforts made towards technology absorption:

The Company is investing in cutting edge technologies to upgrade its infrastructure set up and innovative technical solutions, thereby increasing customer satisfaction & employee efficiency. The Company's endeavor is to use upgraded, advance and latest technology machines, equipment etc, which improves customer delight and employee efficiency. Some of the initiatives are: Deployment of machines to substitute manual work partly or fully, the improvement of existing or the development/ deployment of new construction technologies to speed up the process and make construction more efficient, using LED lighting for common areas of our developments and in our office buildings, using timers for external lighting and basement lighting in some of our projects for switching lights on/off as per peak and non-peak hours. The Company promotes the use of electronic means of communication with its shareholders by sending electronic communication for confirmation of payments and other similar purposes. The Company also encourages the use of electronic mode of communications to and from all its stakeholders. Soft copies of the annual report(s) along with the notice convening the Annual General Meeting(s) were sent to its shareholders so as to minimize the usage of paper.

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

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

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

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

C. Foreign Exchange Earnings and Outgo

During FY 2025-26, there were no foreign exchange earnings (previous year Nil). Details of the foreign exchange outgo, are given below:

BUSINESS RISK MANAGEMENT

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

The Board, through the Risk Management Committee, oversees the implementation and effectiveness of the Risk Management Framework. The details of the composition, terms of reference and meetings of the Risk Management Committee are provided in the Corporate Governance Report forming part of this Annual Report.

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

PARTICULARS OF EMPLOYEES

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

FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE DIRECTORS

Non-Executive Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Company's strategy, business model, product and service offerings, customers' & shareholders' profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company. The Board is also periodically updated on significant changes in the regulatory and governance framework applicable to the Company and its Directors. The details of the familiarization programmes have been hosted on the website of the Company at web link: https:// embassyindia.com/investor-relations/codes-policies.

CREDIT RATING

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

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS OF SUBSIDIARIES

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

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

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

COMMITTEES OF THE BOARD

In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations the Board has constituted the following Committees:

a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholders Relationship Committee; d) Risk Management Committee; and e) Corporate Social Responsibility Committee

The details relating to the composition, terms of reference, roles and responsibilities, and meetings of the aforesaid Committees are provided in the Corporate Governance Report forming part of this Annual Report.

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

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

COMPLIANCE OF THE SECRETARIAL STANDARDS

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

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

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

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

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

Number of complaints received during the year: Nil

Number of complaints disposed of during the year: Nil

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

Number of complaints pending for more than 90 days: Nil

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

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

DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

During FY 2025-26, Canara Bank filed a petition under Section 7 of IBC, alleging financial liability of the Company, as a purported guarantor, in respect of loan facilities provided by a consortium of banks to M/s Sinnar Thermal Power Limited ("Borrower"), an entity that was unrelated to the Company or the Embassy group. These facilities pertained to a power business that had been demerged from the Company more than a decade ago, in 2011. The Hon'ble National Company Law Tribunal, Delhi Bench ("NCLT"), admitted the said petition vide order dated December 9, 2025, initiating Corporate Insolvency Resolution Process ("CIRP") against the Company ("NCLT Order"). The Company promptly challenged the said NCLT Order by filing an appeal before the Hon'ble National Company Law Appellate Tribunal, Delhi Bench ("NCLAT"), which vide order dated December 11, 2025, granted an interim stay on the operation of the said NCLT Order and immediately stayed all consequential CIRP proceedings. Therefore, the Company remained fully operational, with normal business activities, and financially sound. The NCLAT, on May 4, 2026, passed its final order in favour of the Company, setting aside the impugned NCLT Order. Accordingly, the interim protection granted by Hon'ble NCLAT stood subsumed into the final order and the CIRP initiated against the Company stood quashed and closed. Accordingly, as on the date of this Report, no proceeding under IBC is pending against the Company.

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

During FY 2025–26, the Company did not undertake any one-time settlement in respect of loans obtained from banks or financial institutions. Accordingly, no valuation was required to be carried out in this regard.

CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY / SIGNIFICANT DEVELOPMENTS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

The whistle-blowing mechanism, as outlined in the Policy, encourages employees to act responsibly in safeguarding the integrity and reputation of the Company and its subsidiaries. The Policy seeks to ensure that genuine concerns are raised through a structured process and addressed promptly, thereby promoting sound corporate governance. The Policy is accessible on the Company's website at https://embassyindia.com/ investor-relations/codes-policies. The Audit Committee, constituted by the Board, plays a central role in the administration of the whistleblower mechanism and oversees the resolution of all serious complaints, including those involving financial improprieties.

During FY 2025–26, no complaint was received under the Whistle Blower Policy, and no individual was denied access to the Audit Committee or its Chairperson.

GREEN INITIATIVES

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

The MCA and SEBI, through various circulars, have granted exemptions to companies from dispatching physical copies of Annual Reports and Notices. Accordingly, shareholders are strongly encouraged to keep their email addresses updated with the Company to receive important correspondence in a prompt and efficient manner. In compliance with applicable provisions of the Act, SEBI LODR Regulations, and the aforementioned MCA/ SEBI circulars, the 20th Annual General Meeting (AGM) of the Company is being held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without the physical presence of Members at a common venue. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company, which shall be the deemed venue for the AGM.

Electronic copies of the Annual Report for FY 2025–26 and the Notice of the 20th AGM will be sent to all Members whose email addresses are registered with the Company or Depository Participants. Members who have not received the same may download these documents from the website of the Company www.embassyindia.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 20th AGM. This facility is in accordance with Section 108 of the Act, applicable rules made thereunder, and the SEBI LODR Regulations. Detailed instructions for e-voting are provided in the AGM Notice. Additionally, for Members who have not availed the remote e-voting facility, Insta-poll will be made available during the AGM by KFin Technologies Limited to enable voting during the meeting.

DIRECTORS AND OFFICERS INSURANCE ("D&O INSURANCE")

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

ACKNOWLEDGEMENT

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