Emami Realty Ltd

Dear Shareholders,

Your Directors have pleasure in presenting the 16th Annual Report of Emami Realty Limited along with the financial statements for the financial year ended March 31, 2024.

1. OPERATING RESULTS:

Certain key aspects of the Company's performance (on a standalone basis) during the financial year ended March 31, 2024, as compared to the previous financial year are summarized below: ( in Lakhs)

Your Company reported a total revenue of 7,914 Lakhs in 2023-24 against 10,250 Lakhs in 2022-23. The Company incurred loss after tax of 14,041 Lakhs in the current year as compared to a loss of 4,385 Lakhs in the previous year. Your Company's consolidated revenues stood at 9,932 Lakhs for the year under review against 13,129 Lakhs in the previous year. The Company incurred a consolidated loss of 12,293 Lakhs in 2023-24 as compared to a loss of

3,863 Lakhs in the previous year.

Your Company's Projects - "Emami Business Bay", Sector V, Kolkata and "Emami Aastha", Joka, Kolkata, continued to witness good response from the market. As on 31st March, 2024, the Company has achieved a total booking of 197 units (91%) in Emami Business Bay and 285 units (76%) in Emami Aastha. The construction of both the projects are in full swing.

Total bookings during the year across all projects was 269 units representing 4.4 Lakhs sq.ft. having sale value of 185 Crores. Your directors would like to update on the new launches which are progressing as per plan and the Company, subject to approvals, plan to launch its project at James Long Sarani Road, Kolkata, in November 2024 under the name "Emami Aamod" having saleable area of 6.1 Lakhs sq.ft and revenue potential of 850 Cr. Further, the Company, subject to approvals, plan to launch two more projects during the fourth quarter of this financial year - Emami Tejomaya II, Chennai having saleable area of 14 Lakhs sq.ft and Emami Miraai in SIPCOT, Chennai having saleable area of 15 Lakhs sq.ft. There are other multiple projects which shall be launched in next financial year and presently are at various stages of design and development.

Cash flow from operations continues to remain strong and the operating debt has reduced by about 30% from 83 Crores to only 56 Crores.

2. DIVIDEND:

Your Directors have not recommended any dividend for the year ended March 31, 2024.

3. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the Reserves for the year under review.

4. SHARE CAPITAL:

As on March 31, 2024, the issued, subscribed and paid-up equity share capital of the Company stands at 756.88 Lakhs. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme.

5. CREDIT RATING

India Ratings and Research Private Limited (Ind-Ra) has assigned/ affirmed Credit Rating of Emami Realty Limited's Long-Term Bank Facilities at "IND A-/Stable (‘IND A-'; Outlook Stable)".

6. AWARDS & ACCOLADES

We received several recognitions during the year, notable among them are as under:

• At the Realty+ Harit Bharat Leadership Summit & Awards 2023, our Project - Emami Business Bay was awarded - "Harit Bharat Projects – Commercial", at CREDAI Bengal Awards, our Project – Emami Aastha was awarded as the "Best ongoing villa project".

• At the 16th Realty+ Conclave & Excellence Awards 2024 (East), our Project - Emami Business Bay was recognized as Commercial Project of the Year, our Project - Emami Aastha, Joka was awarded under various categories - "Plotted Development Project of the Year" and "Most Popular Project of the Year" and our Company was presented with "Developer of the Year – Township".

• Our Managing Director & CEO, Dr. Nitesh Kumar Gupta was honored with the prestigious title "CXO of the Year (Individual Achievement Award)" at 16th Realty+ Conclave & Excellence Awards 2024 (East).

7. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of your Company.

8. MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between March 31, 2024 and the date of this Report, other than those disclosed in this Report.

9. SUBSIDIARY AND ASSOCIATE COMPANIES

As of March 31, 2024, the Company had 3 unlisted subsidiaries, namely, Sneha Ashiana Private Limited, Delta PV Private Limited and New Age Realty Private Limited and 4 associates, namely, Roseview Developers Private Limited, Bengal Emami Housing Limited, Prajay Urban Private Limited and Swanhousing & Infra Private Limited. The Company is a 10% partner in Lohitka Properties LLP, as on March 31, 2024.

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Section 129 of the Companies Act, 2013 ("the Act"), your Company has prepared

Consolidated Financial Statements in accordance with the applicable accounting standards, which forms part of this Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries & associates in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of this Annual Report. The highlights of performance of subsidiaries & associate companies and their contribution to the overall performance of the Company is given in Annexure A in Consolidated Financial Statements. The Company does not have any joint venture. TheauditedfinancialstatementsoftheCompanyalongwith separate audited financial statements of the subsidiaries are available on the Company's website www.emamirealty. com. The Company will make these documents available to Members upon request made by them.

As at March 31, 2023, Sneha Ashiana Private Limited is considered as material unlisted Indian subsidiary under Regulation 24 of SEBI Listing Regulations. A Policy has been formulated for determining the Material Subsidiaries of the Company in compliance with the SEBI Listing Regulations, as amended. The said Policy is available at the Company's website at the weblink: https://www.emamirealty.com/ investors/.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act in relation to loans or guarantees or securities or investments are not applicable to the Company, being an infrastructure company as defined under Schedule VI to the Act. The details of loans given, investments made, guarantees given and securities provided have been disclosed in the Notes to the Audited Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, the Company has not entered into transaction with Related Parties referred to in Section 188(1) of the Act, which could be considered material. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable. All transactions entered into during the financial year 2023-24 with Related Parties as defined under the Act and SEBI Listing Regulations were in the ordinary course of business and at arm's length basis. The attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 42) forming part of the standalone financial statements. The transactions with persons or entities belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI Listing Regulations are given as Note No. 42 (on Related Party Transaction) forming part of the standalone financial statements.

A policy on ‘Materiality of and Dealing with Related Party Transactions' has been devised by the Board of Directors and the same may be referred to, at the Company's website at the weblink: https://www.emamirealty.com/investors/.

12. PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014, as amended.

13. AUDITORS & AUDITORS' REPORT

The members at the Annual General Meeting held on September 19, 2019 had appointed M/S Agarwal Tondon & Co., Chartered Accountants, (Firm Registration No. 329088E) as the Statutory Auditors for five consecutive years from the conclusion of the 11th Annual General Meeting till the conclusion of the 16th Annual General Meeting of the Company i.e. till the conclusion of ensuing Annual General Meeting. On the recommendation of Audit Committee, the Board of Directors in its meeting held on May 30, 2024 had re-appointed M/S Agarwal Tondon & Co. as the Statutory Auditors for the second term of five consecutive years i.e. from the conclusion of the 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting of the Company to be held in year 2029, subject to approval of the shareholders. The Statutory Auditors have confirmed their independent status and eligibility for the said reappointment. The Auditors' Report to the shareholders for the year under review does not contain any qualification, reservation or adverse remark.

14. SECRETARIAL AUDIT REPORT

The Board of Directors have appointed M/S MKB & Associates, Practising Company Secretaries as Secretarial Auditor of the Company to conduct Secretarial Audit and their Report is annexed as Annexure 1. The said report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Company's unlisted material subsidiary company

– Sneha Ashiana Private Limited has also undergone Secretarial Audit as per Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations. A copy of the Secretarial Audit Report of Sneha Ashiana Private Limited is also annexed as Annexure 1. The said report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

15. COST RECORDS AND COST AUDITORS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act for the financial year ended March 31, 2024. In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company has, on recommendation of the Audit Committee, appointed M/s V. K. Jain & Co., as Cost Auditors for the financial year 2024-25, and fixed their remuneration subject to ratification by the members in the ensuing Annual General Meeting. The Company has received written consent that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as Cost Auditors of the Company for the financial year 2024-25. As required, a resolution seeking members' ratification for the remuneration payable to the Cost Auditors is included in the Notice convening the Annual General Meeting. The Board recommends the same for approval by members. M/s V. K. Jain & Co. have confirmed that the cost records for the financial year ended March 31, 2024 are free from any disqualification.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(c) of the Act, Mr. Basant Kumar Parakh (DIN: 00103176) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors of your Company has recommended his reappointment at the ensuing AGM. The resolution seeking Member's approval for his re-appointment forms part of the AGM Notice.

Mr. Abhijit Datta (DIN: 00790029), Mr. Hari Mohan Marda (DIN: 00855466) and Mr. Ram Gobind Ganeriwala (DIN: 00863042) completed their second term as Independent Directors of the Company on March 31, 2024. Accordingly, they ceased to be the Directors of the Company with effect from April 01, 2024. Consequently, Mr. Abhijit Datta also ceased to be the Chairman of the Board of Directors and Member of Nomination and Remuneration Committee, Mr. Hari Mohan Marda ceased to be the Chairperson and Member of the Nomination and Remuneration Committee and Member of the Audit Committee and Finance

Committee of the Board and Mr. Ram Gobind Ganeriwala ceased to be the Chairperson and Member of the Audit Committee and Stakeholder's Relationship Committee of the Board. The Board places on record its gratitude for the valuable contribution made by Mr. Abhijit Datta, Mr. Hari Mohan Marda and Mr. Ram Gobind Ganeriwala during their tenure as Independent Directors.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Mr. Amit Kiran Deb (DIN: 02107792) as an Additional Independent Director on the Board of the Company with effect from August 07, 2023 for a period of 5 years. The Members of the Company have approved the aforementioned appointment in their Annual General Meeting held on September 29, 2023.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, Dr. Nitesh Kumar Gupta (DIN: 08756907) - Managing Director & CEO, Mr. Rajesh Bansal (DIN: 00645035) – Whole-time Director, Mr. Rajendra Agarwal - CFO and Mrs. Payel Agarwal – Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as at the date of this Report. Save and except the above, there were no changes in the Directors or Key Managerial Personnel of the Company during the year under review.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations, as amended. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in relevant fields and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

18. POLICY ON DIRECTORS' AND KEY MANAGERIAL PERSONNEL'S APPOINTMENT AND REMUNERATION

Your Company's Remuneration Policy enumerates the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel on the basis of their qualifications, positive attributes and independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013. The Policy is available on the website of the Company at https://www. emamirealty.com/investors/. The salient features of the policy are provided in the Corporate Governance Report forming part of the Annual Report.

19. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations read with Guidance Note issued by SEBI, the Nomination and Remuneration Committee evaluated the performance of all Directors on criteria such as qualification, level of governance in meetings, preparedness for the meeting, experience, knowledge and competence, fulfilment of functions, ability to function as a team, initiative, availability and attendance, integrity, adherence to the code of conduct, etc. Independent Directors were additionally evaluated on criteria like independence of views and judgement and the Chairman of the Board was additionally evaluated on criteria like effectiveness of leadership and ability to steer the meeting, impartiality, commitment and ability to keep shareholders' interest in mind. The Independent Directors of the Company in their separate meeting, reviewed the performance of Non-Independent Directors, the Board as a whole and of the Chairperson of the Company.

The Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, carried out an evaluation of its own performance and that of its Committees. The evaluation of individual performance of all Directors (including the Independent Directors) was also carried out by the entire Board (excluding the director being evaluated).

The Directors expressed their satisfaction over the evaluation process and results thereof.

20. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the financial year ended March 31, 2024, the Board met 4 (Four) times, on May 29, 2023, August 07, 2023, November 09, 2023 and February 09, 2024. The details of the meetings of the Board of Directors held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report.

21. MEETING OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on February 09, 2024 wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

22. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as

Annexure 2.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report. As per the second proviso to Section 136(1) of the Act, the Annual Report (excluding the aforesaid information) is being sent to the members of the Company. If any member interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent to such member.

23. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (‘CSR') Committee of your Company comprises of Mrs. Karabi Sengupta as the Chairperson and Mr. Debasish Bhaumik and Dr. Nitesh Kumar Gupta, as members. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in Annual Report on CSR activities appended as Annexure 3 to this Report. The CSR Policy is available on the website of the Company at the weblink: https://www.emamirealty.com/investors/

24. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors hereby confirm that:-

(i) In the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at the end of the financial year and of the loss of the Company for that period; (iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) They have prepared the annual financial statements for the financial year ended March 31, 2024 on a ‘going concern' basis; (v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively; (vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI Listing Regulations, is appended to this Report.

26. CORPORATE GOVERNANCE

The Company is committed to maintaining highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the SEBI. The Report on Corporate Governance as stipulated under SEBI Listing Regulations forms part of this Report. A certificate from M/s. Agrawal Tondon & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI Listing Regulations and applicable provisions of the Act forms part of the Corporate Governance Report.

27. CEO & CFO CERTIFICATION

As required by Regulation 17(8) of the SEBI Listing Regulations, the CEO & CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

28. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has an internal financial control system, commensurate with its size, scale and complexity of its operations. The Company's system of internal control has been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

29. AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. During the Financial Year under review, the recommendations made by the Audit Committee were accepted by the Board.

30. NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

31. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

32. VIGIL MECHANISM

The Company has established a vigil mechanism as required under Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at the weblink: https://www.emamirealty.com/ investors/

33. RISK MANAGEMENT

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. It provides for identification of risk, its assessment and procedures to minimize risk and is being periodically reviewed to ensure that the executive management controls the risk as per

34. COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. The Company has established a policy against Sexual Harassment for its employees. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The Policy lays down severe punishment for any such act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee. Further, your Directors state that during the year under review, there was no case / complaints of sexual harassment reported to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. ANNUAL RETURN

As required under Section 92(3) of the Act read with Section 134(3)(a), the Annual Return for the financial year ended March 31, 2024 is available on the Company's website at the weblink: https://www.emamirealty.com/investors/

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

38. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars regarding conservation of energy and technology absorption, as required under Section 134(3) (m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure 4 to this Report.

39. REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee or to the Central Government under section 143(12) of the Act, details of which needs to be mentioned in this Report.

40. STATEMENT ON INVESTOR EDUCATION AND PROTECTION FUND

There is no amount lying unpaid/ unclaimed with the Company.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one-time settlement during the financial year.

43. ACKNOWLEDGEMENTS

The Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Customers, Shareholders, Company's Bankers, financial institutions, Central and State Government Authorities, Stock Exchange(s), Depositories and all other business associates for the growth of the organization. The Directors also acknowledge the hard work, dedication and commitment of the employees for the growth of the Company and look forward to their continued involvement and support.