Year End :2024-03

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 ‘Public’ 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 Company’s 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 ‘Equinox India Developments Limited’.

Pursuant to the fresh Certificate of Incorporation dated June 20, 2024, issued by the Registrar of Companies, Central Registration Centre, Manesar (“ROC”), the name of the company stood changed from ‘Indiabulls Real Estate Limited’ to ‘Equinox India Developments Limited’. 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 ‘Equinox India Developments Limited’ with new symbol ‘EMBDL 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 (“SEBI ICDR Regulations”); (ii) the shareholder’s resolution dated April 30, 2024; and (iii) in-principle approvals from BSE Limited and National Stock Exchange of India Limited (“Stock Exchanges”) 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 (‘Equity Shares’); and (b) 25,91,19,201 unlisted warrants, convertible into equivalent number of Equity Shares (‘Warrants’) 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 ‘SHARE CAPITAL / STOCK OPTIONS / SAR’ forming part of this Board’s 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 (“EPDPL’) 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 (“Sion”), 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 (“VDPL’) 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 Company’s 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 Company’s portfolio.

UPDATE ON MERGER OF EMBASSY GROUP ENTITIES INTO THE COMPANY

During the financial year 2023-24, the Hon’ble National Company Law Tribunal (“NCLT”), Chandigarh Bench, vide its order dated May 9, 2023, withheld the 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 (“Order”), 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 already filed an appeal (“Appeal”) before Hon’ble National Company Law Appellate Tribunal (“NCLAT”), 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 (“SPA”), the Company had divested it’s entire stake in Century Limited, which indirectly owns Hanover Square property, London (“London Property”), held by the Company’s subsidiary Brenformexa Limited (“Brenformexa”), to Clivedale Overseas Limited (“Clivedale”), 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 (“Balance Amounts” or “London Receivables”).

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 Company’s 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 - ‘Impairment of Assets’, 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 - ‘Financial Instruments’, against inter-corporate deposits provided by the Company to certain subsidiaries.

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

NASHIK SEZ

The Company through its subsidiary Indiabulls Industrial Infrastructure Limited (“IIIL’), had in August 2007 entered into a Shareholder Agreement (“SHA”) with Maharashtra Industrial Development Corporation (“MIDC”) which allowed IIIL to enter into lease deeds with MIDC on approximately 2,500 acres of land (“Land”) situated in Sinnar, Nashik district, Maharashtra. The Land was to be developed as industrial plots within the Special Economic Zone (“SEZ”) 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 Hon’ble Bombay High Court, against the said termination notice, and it directed IIIL and the Company (“Appellants”) to present this matter before the Executive Engineer. As per the directions of the order passed by Hon’ble Bombay High Court, the Appellants presented the matter before the Executive Engineer on 5^th February, 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 Hon’ble 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 (“Noticees”) had, amongst other erstwhile management and promoters, received a show cause notice(s) dated November 1, 2023 from Securities and Exchange Board of India (“SEBI”) for diversion/siphoning of Company’s 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, (“Regional Director, MCA”), conducted inspection of the records and documents of Indiabulls Infraestate Limited (“IIL’), 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 ‘One Indiabulls Centre’ (“Project”), which is developed by Sky Forest Projects Private Limited (formerly known as Indiabulls Properties Private Limited) (“Sky Forest”), a customer M/s Trafigura Global Services Private Limited (“Trafigura”) 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) (“SPA”), in respect of sale of its investment in Sky Forest to Blackstone entities. The SPA inter-alia includes the procedure for indemnification of a ‘Third Party Claim’, 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 Trafigura’s claim was settled at INR 32 crores (“Settlement Amount”), as full and final settlement of Trafigura’s 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 (“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 2023-24.

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

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 Company’s 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 (“Equity Shares”), and; (ii) 25,91,19,201 unlisted warrants, convertible into equivalent number of Equity Shares (“Warrants”), 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 ‘INR 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) each’ to ‘INR 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) each’.

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 Company’s GDR program and considering negligible number of GDR’s being outstanding vis-a-vis a very thin volume of trading in GDR’s, Board of Directors of the Company has approved the termination of the deposit agreement and delisting of 3,84,534 outstanding GDR’s (0.06% of Company’s 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 Auditors’ 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 “Corporate Social Responsibility (CSR)”, the Company, as a group through subsidiaries, has been undertaking projects in the areas specified under its CSR Policy (available on your Company’s website at web link https://www.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 Company’s 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 (“SEBI LODR Regulations”) the 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(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 Company’s 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

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 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

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 Company’s 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 Arm’s 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 Company’s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A. Conservation of Energy

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

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

1) Comprehensive energy-modeling during the design stage to achieve energy conservation while meeting

the functional requirements for both residential and commercial projects,

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

3) Selecting climate appropriate material for the building,

4) Using energy saving LED light fixtures,

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

B. Technology Absorption

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

I. The efforts made towards technology absorption:

The Company is investing in cutting edge technologies to upgrade its infrastructure set up and innovative technical solutions, thereby increasing customer satisfaction & employee efficiency. The Company’s 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

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, 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 ‘Annexure - 3’ 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 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.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 (“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.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 ir@ibrealestate.com.

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.

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 2023-24 and Notice of the eighteenth 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. 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 (‘D AND O INSURANCE')

Pursuant to Regulation 25(10) SEBI LODR Regulations, 2015, the Company has undertaken Directors and Officers Insurance (‘D and O Insurance’) 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