Key Resolutions for Postal Ballot

Item No. 1: Approval for Remuneration of Mr. Sahil Vachani

Resolution Type: Special Resolution

Purpose: To seek approval for payment of remuneration to Mr. Sahil Vachani (DIN: 00761695), Vice-Chairman and Managing Director, for the remaining period of his current tenure from August 1, 2026, to July 31, 2028.

Remuneration Details:

  • Annual Gross Compensation Ceiling: Not exceeding INR 7,00,00,000 (Seven Crore Rupees) per annum.
  • Fixed Pay: Includes basic pay, Provident Fund, Gratuity, and Flexi Pay Components (leave travel allowance, car lease rentals, fuel reimbursements, vehicle maintenance, driving services, medical reimbursements, etc.).
  • Variable Pay/Bonus: Range of 0-65% of Annual Fixed Pay, based on individual and company performance according to a bonus grid (G1-65%, G2-48.75%, G3-32.5%, G4-16.25%). The grid is subject to annual review.
  • Long Term Incentive Plan: To be determined by the Nomination and Remuneration Committee.
  • Additional Perquisites: Entitlement to encashment of leave, company-leased accommodation, housing loan per company policy, personal accident insurance, health insurance, travel insurance, group term life insurance, two club memberships, and other perquisites as per company policy.

Key Conditions:

  • The resolution seeks approval even if the remuneration exceeds INR 5 crores or 2.5% of net profits (whichever is higher) or if aggregate executive director remuneration exceeds 5% of net profits.
  • In case of inadequate profits in any financial year, he shall be entitled to receive the aforementioned remuneration as minimum remuneration.
  • The appointment can be terminated by either party with three months' written notice or payment in lieu.

Background: Member approval was previously granted for remuneration up to July 31, 2026. This seeks approval for the remaining two years of his five-year term ending July 31, 2028. The remuneration ceiling remains unchanged from the previous approval.

Financial Impact: The remuneration is a committed cash outflow for the company, capped at INR 7 crore per annum. The actual outflow will depend on performance and committee decisions within this ceiling.

Item No. 2: Appointment of Ms. Jillian Leigh Moo-Young

Resolution Type: Ordinary Resolution

Purpose: To seek approval for the appointment of Ms. Jillian Leigh Moo-Young (DIN: 10545257) as a Non-Executive, Non-Independent Director, liable to retire by rotation.

Background: This appointment follows the resignation of Mr. Anthony Ramsey Malloy (effective May 22, 2026) as the nominee of New York Life International Holdings Ltd (NYLIH). Ms. Moo-Young was previously his Alternate Director. Pursuant to the company's Articles of Association (Article 210.1.1), NYLIH is entitled to nominate one director. Her appointment maintains this representation without increasing the number of NYLIH-nominated directors.

Remuneration: She will receive reimbursement for expenses incurred in attending Board and Committee meetings as per company policy. No other remuneration is proposed.

Profile: Ms. Moo-Young is Managing Director and Head of Alternatives at New York Life Insurance Company. She holds an MBA from Harvard Business School and a BA in Economics from Columbia University.

Postal Ballot and E-Voting Process

Cut-off Date: Friday, June 19, 2026. Only members registered as of this date are entitled to vote.

Notice Dispatch: The notice was sent electronically on June 25, 2026, to members whose email addresses are registered.

E-Voting Service Provider: National Securities Depository Limited (NSDL).

E-Voting Period: Commences on Friday, June 26, 2026, at 9:00 AM IST and ends on Saturday, July 25, 2026, at 5:00 PM IST.

Result Declaration: The results will be declared on or before Tuesday, July 28, 2026, and will be communicated to the stock exchanges and hosted on the company's website.

Scrutinizer: Mr. Neeraj Arora (or Mr. Kapil Dev Taneja) of M/s Sanjay Grover & Associates has been appointed to scrutinize the e-voting process.

Financial Context (From Explanatory Statement)

The explanatory statement provides audited financials for context regarding the remuneration proposal:

Standalone Financials (INR Crores):

| Particulars | FY26 | FY25 |

| Total Income | 182.26 | 407.05 |

| Total Expenses | 85.87 | 68.04 |

| Profit Before Tax | 96.39 | 339.01 |

| Profit After Tax | 63.59 | 280.90 |

Consolidated Financials (INR Crores):

| Particulars | FY26 | FY25 |

| Total Income | 298.60 | 249.67 |

| Total Expenses | 273.54 | 212.05 |

| Profit Before Tax | 23.25 | 37.61 |

| Profit After Tax | 15.69 | 26.43 |

It is noted that Mr. Vachani received a gross compensation of INR 6.87 Crores in FY26.

The company states it is in the initial years of operation within the real estate development sector, where profitability can fluctuate due to project cycles, construction stages, and growth investments, even as underlying business scale grows.