Embassy Office Parks Reit , a prominent player in the Indian real estate investment trust sector, has announced a significant change in its board composition. Arvind Kathpalia, who served as a Non-Executive Non-Independent Director, has stepped down from his position effective October 8, 2025.

Resignation Details

Mr. Kathpalia's resignation comes as a direct result of changes in the unitholding structure of the REIT. The collective unitholding of Kotak Performing RE Credit Strategy Fund I (KPRECS I) and APAC Company XXIII Limited (APAC) has fallen below the 10% threshold of outstanding units in Embassy REIT. This reduction triggered the resignation, as Mr. Kathpalia was originally nominated to the board by these unitholders when their combined stake exceeded 10%.

Board Appointment and Tenure

To provide context on Mr. Kathpalia's tenure:

Regulatory Compliance

Embassy Office Parks Management Services Private Limited, the manager of Embassy REIT, has promptly disclosed this change in board composition. This disclosure aligns with:

• Regulation 51(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Applicable provisions of SEBI (Real Estate Investment Trusts) Regulations, 2014
• SEBI Master Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2025/99 dated July 11, 2025

Impact and Outlook

While the resignation of a board member can be significant, it's important to note that this change is a result of structural shifts in unitholding rather than any reported issues with the REIT's performance or governance. The REIT's management structure remains intact, with the change limited to this specific board position.

Investors and market watchers will likely be keen to observe any potential impacts on the REIT's strategy or governance in the wake of this board change. However, as of now, no additional information has been provided regarding a replacement for Mr. Kathpalia or any potential shifts in the REIT's direction.

Embassy Office Parks REIT continues to be a significant entity in India's REIT landscape, and stakeholders will be watching closely for any further developments or announcements from the company in the coming days.

Embassy Office Parks Reit is embroiled in a complex legal dispute with Sterling Wilson Renewable Energy Limited (SWREL) and Sterling Wilson Private Limited (SWPL), collectively referred to as Sterling Wilson. The conflict centers around alleged non-payment claims of ₹100.00 crore by Embassy-Energy Private Limited (EEPL), a special purpose vehicle of Embassy REIT.

Legal Proceedings and Dismissals

Embassy REIT maintains that the claims made by Sterling Wilson are "entirely frivolous and false." The dispute, which originated in 2018 before Embassy REIT's initial public offering (IPO), has seen multiple legal proceedings:

• The National Company Law Tribunal (NCLT) and the National Company Law Appellate Tribunal (NCLAT) have dismissed Sterling Wilson's claims.
• Both tribunals ruled that no contractual relationship existed between the parties and that no payment was owed by EEPL to Sterling Wilson.

Project Background and Payment History

The dispute stems from a 2017 solar plant project in Karnataka, where:

• EEPL engaged IL&FS Solar Power Limited (ISPL) as the main contractor.
• ISPL subcontracted to IL&FS Energy Development Company Limited (IEDCL).
• IEDCL further engaged Sterling Wilson Private Limited.

Embassy REIT states that EEPL has fully discharged its payment obligations:

• Approximately ₹777.94 crore was paid to ISPL between December 2019 and December 2020.
• ISPL issued a no-dues certificate to EEPL in December 2020, confirming that no further payments were owed.

Ongoing Legal Actions

Despite the dismissals and payments, Sterling Wilson continues to pursue legal action across multiple forums:

1. Civil Proceedings: A summary suit filed by SWREL in the Commercial Court, Bengaluru, seeking payment of approximately ₹188.89 crore with interest.

2. Criminal Action: SWREL has initiated criminal proceedings against Jitendra Virwani and Karan Virwani, despite their lack of current involvement with EEPL.

3. Regulatory Complaints: Sterling Wilson has approached the Securities and Exchange Board of India (SEBI) with allegations of non-compliance and non-disclosure against Embassy REIT.

Embassy REIT's Stance

Embassy REIT remains firm in its position:

• EEPL has no contractual obligation to Sterling Wilson.
• The contract with ISPL has been completed, and all obligations have been discharged.
• The REIT views Sterling Wilson's actions as "a pattern of vexatious litigation" and "forum shopping."

Implications for Unitholders

Embassy REIT has assured its unitholders that it will continue to contest the proceedings initiated by Sterling Wilson. The REIT's management, including its Chairman, has committed to protecting unitholder interests and not acceding to what they term as "unjust demands" from Sterling Wilson.

As this legal battle unfolds, Embassy REIT investors will be closely watching for any potential impacts on the trust's financial position and operational stability. The REIT's management remains confident in its legal standing and has pledged to keep unitholders informed of any significant developments in this ongoing dispute.