Embassy Developments Limited (EDL), a prominent player in the real estate sector, has announced significant changes to its leadership and auditing structure, subject to shareholder approval at the upcoming Annual General Meeting (AGM).

Board Recommends Director Re-appointments

The board of directors has recommended the re-appointment of several key figures:

• Sachin Shah: Current Chief Executive Officer (CEO) and Executive Director, who retires by rotation, has been proposed for re-appointment.
• Independent Directors: Three Non-Executive Independent Directors - Javed Tapia, Shyamm Mariwala, and Tarana Lalwani - have been recommended for re-appointment, each for a second term of three years.

Proposed Changes in Auditing Structure

The board has also recommended changes to the company's auditing structure:

• Statutory Auditors: M/s Agarwal Prakash & Co., Chartered Accountants, has been proposed for re-appointment as Statutory Auditors for a second term of five consecutive years, from FY 2026 to FY 2030.
• Secretarial Auditors: The board has recommended the appointment of M/s GDR & Partners LLP, Company Secretaries, as Secretarial Auditors for a five-year term from FY 2026 to FY 2030.
• Cost Auditors: M/s Gurvinder Chopra & Co., Cost Accountants, has been appointed as Cost Auditors for FY 2025-26.

Timeline and Approval Process

The proposed changes are set to take effect at various points:

• Mr. Javed Tapia's second term as Independent Director would commence from February 27, 2026.
• Mr. Shyamm Mariwala and Ms. Tarana Lalwani's second terms would start from March 1, 2026.
• The re-appointment of Statutory Auditors and appointment of Secretarial Auditors would be effective from FY 2026 to FY 2030.

All these recommendations, except for the appointment of Cost Auditors, require shareholder approval at the upcoming AGM.

Company Background

Embassy Developments Limited, formerly known as Equinox India Developments Limited and earlier as Indiabulls Real Estate Limited, is a key player in the real estate sector. The company maintains offices in Bangalore, Mumbai, and Gurugram, highlighting its pan-India presence in the real estate market.

These proposed changes reflect Embassy Developments' commitment to maintaining strong corporate governance and ensuring continuity in its leadership and auditing processes. Shareholders will have the opportunity to vote on these recommendations at the forthcoming AGM, the details of which will be communicated separately within the statutory timelines.

Embassy Developments Limited , a prominent player in the real estate sector, has made a significant move to strengthen its capital structure. The company has allotted 53.8 lakh equity shares to Bellanza Developers Private Limited through a warrant conversion, valued at ₹45.00 crore.

Details of the Share Allotment

Embassy Developments issued and allotted 53,80,500 fully-paid equity shares with a face value of ₹2 each. This allotment was made at an issue price of ₹111.51 per share, which includes a premium of ₹109.51. The shares were issued to Bellanza Developers Private Limited following the conversion of an equivalent number of warrants.

Financial Implications

The transaction resulted in Embassy Developments receiving a balance consideration of ₹44,99,84,666.25 from Bellanza Developers. This amount represents 75% of the total issue price for the exercised warrants, with the remaining 25% having been paid earlier when the warrants were initially issued.

Impact on Shareholding

Following this allotment, Bellanza Developers' stake in Embassy Developments has increased. The company's shareholding has grown from 9,05,49,979 shares (6.63% of the total) before the allotment to 9,59,30,479 shares (7.00% of the total) post-allotment.

Capital Structure Update

As a result of this share issuance, Embassy Developments' paid-up equity share capital has expanded to ₹2,74,24,57,926, comprising 137,12,28,963 equity shares.

Background on Warrant Issuance

This allotment is part of a larger warrant issuance that took place on May 21. At that time, Embassy Developments had issued 10,31,29,765 unlisted warrants to Bellanza Developers, convertible into an equivalent number of equity shares within 18 months of allotment.

Regulatory Compliance

The company has made this disclosure in compliance with Regulation 30 of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements Regulations, 2015. The allotment adheres to the terms approved by shareholders on April 30, and is in line with in-principle approvals received from the BSE Limited and National Stock Exchange of India Limited on May 9.

This strategic move by Embassy Developments underscores the company's efforts to optimize its capital structure and potentially fund its growth initiatives in the dynamic real estate market.