Embassy developments Limited has announced the voluntary strike-off of two non-operational wholly owned subsidiaries from the register of companies. The company informed stock exchanges on January 29, 2026, about this corporate restructuring move aimed at simplifying operations and reducing costs.

Subsidiaries Struck Off

The two subsidiaries that have been dissolved are:

Both subsidiaries had voluntarily applied for strike-off under Section 248 of the Companies Act, 2013, with the jurisdictional Registrar of Companies. Following the strike-off, SCL and ADL have ceased to be wholly owned subsidiaries of Embassy Developments Limited.

Financial Impact and Rationale

The struck-off subsidiaries had minimal financial impact on the parent company's operations. According to the disclosure, both subsidiaries contributed nil turnover, revenue, income, and net worth during the last financial year.

The company stated that it was no longer feasible to continue these subsidiaries given their non-operational status over recent years.

Strategic Benefits

Embassy Developments Limited outlined three key strategic benefits from this corporate action:

• Corporate Structure Simplification: Streamlining the overall organizational structure
• Cost Reduction: Eliminating unnecessary administrative and compliance costs
• Operational Efficiency: Improving overall operational efficiency across the group

The company emphasized that this event does not qualify as a sale of any units, divisions, or substantially the whole undertaking of the listed entity. However, in line with good corporate governance practices, the company provided detailed disclosures as required under SEBI regulations.

Regulatory Compliance

The announcement was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Embassy Developments Limited provided comprehensive disclosures following SEBI circulars dated November 11, 2024, and December 31, 2024, ensuring full transparency with stakeholders and regulatory authorities.

Embassy developments has disclosed the pledge of significant equity holdings to secure a substantial debenture issue, as reported by Catalyst Trusteeship Limited under SEBI's takeover regulations. The disclosure reveals the creation of security arrangements involving over 10 crore shares to back secured debt instruments worth ₹285 crore.

Debenture Structure and Security Details

The pledge secures two distinct tranches of debentures issued by Serenesummit Realty Private Limited. Both tranches consist of secured, unlisted, redeemable and non-convertible debentures with identical face values but different quantities and aggregate amounts.

Catalyst Trusteeship Limited serves as the debenture trustee for both tranches, acting on behalf of the debenture holders to ensure proper security arrangements and covenant compliance.

Share Pledge and Ownership Structure

The security arrangement involves a substantial pledge of Embassy Development Limited's equity shares. The pledged shares represent a significant portion of the company's total share capital, providing robust security for the debenture holders.

Company Capital Structure

Embassy Development Limited maintains a substantial equity base with provisions for dilution through employee stock options and performance stock units. The company's capital structure includes both issued equity shares and potential dilution from outstanding stock-based compensation instruments.

Regulatory Compliance and Disclosure

The disclosure was made pursuant to Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Catalyst Trusteeship Limited, acting as debenture trustee, does not belong to the promoter or promoter group of Embassy Development Limited. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited, ensuring broad market access and liquidity for investors.

The filing indicates this represents an additional reporting requirement related to the Tranche II Debentures and amended terms of the Tranche I Debentures, rather than a new acquisition or sale of shares. The arrangement includes various covenants that constitute encumbrances as defined under the takeover regulations.