Sri Lotus Developers & Realty Ltd Directors Report

Directors Report

To,

The Members of

Sri Lotus Developers and Realty Limited ("Formerly known as AKP Holdings Limited")

The Board of Directors ("the Board") of the Company is pleased to present the Twelfth (12^th) Annual Report on the business and operations of Sri Lotus Developers and Realty Limited ("the Company" or "Sri Lotus") along with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year ("FY") ended March 31, 2026 (hereinafter referred as "FY 2026" or "during the year"). We appreciate the continued support and confidence of our shareholders. Your trust motivates us to work hard and focus on delivering steady progress and value.

1. FINANCIAL SUMMARY AND STATE OF AFFAIRS:

The Audited (Standalone and Consolidated) Financial Statements of the Company for FY 2026 are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The financial summary for the year ended March 31, 2026 and the corresponding figures for the previous year ended March 31, 2025 are as under:

	Standalone (Rs. in Millions)		Consolidated (Rs. in Millions)
Particulars	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from operations	1,427.60	3,872.22	7,689.51	5,496.82
Other income	417.86	152.72	497.66	195.95
Total Income	1,845.46	4,024.94	8,187.17	5,692.77
Expenses	494.24	1,383.17	4,919.71	2624.55
Profit before tax	1351.22	2,641.77	3,267.46	3,068.22
Tax expenses	346.37	680.39	834.43	789.36
Profit after tax	1,004.85	1,961.38	2,433.03	2,278.86
Other comprehensive income / (loss)	(0.53)	(0.30)	(0.86)	(0.49)
Total Comprehensive income/ (loss)	1,004.32	1,961.08	2,432.17	2,278.37
Earnings per Share	2.14	4.75	5.04	5.51

Further, in accordance with the provisions of the Act and the SEBI Listing Regulations read with Ind AS 110 on Consolidated Financial Statements, the consolidated audited financial statement for the financial year ended March 31, 2026 along with Auditors Report forms part of this Annual Report.

The estimates and judgments relating to the Audited (Standalone and Consolidated) financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2026.

Standalone Performance

During the year under review, on standalone basis, the total revenue of the Company (on standalone basis) was T 1,427.60 million against T 3,872.22 million in the previous year. The Company has earned a Profit after tax of T 1,004.85 million in FY 2026 compared to T 1,961.38 million in the previous year.

Consolidated Performance

During the year under review, on consolidated basis, the total revenue of the Company (on consolidated basis) was Rs. 7,689.51 million against Rs. 5,496.82 million in the previous year. The Company has earned a Profit after tax of Rs.2,433.03 million in FY 2026 compared to Rs.2,278.86 million in the previous year.

The statement of affairs of the Company have been discussed in detail in the Management Discussion and Analysis.

2. TRANSFER TO RESERVES:

During the financial year under review, the Company has not transferred any amount to Reserves.

3. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

The Company is engage in the business of Real Estate Development. During the financial year under review, there was no change in the nature of business of the Company.

4. DIVIDEND:

Based on the Companys performance and keeping in mind the shareholders interest, the Board has recommended a final dividend of Rs.0.50/- per equity share (50 %) of face value of Rs.1/- . Furthermore, the Promoters and Promoter Group Shareholders, holding 81.87% shares in the Company have voluntarily waived off their right to receive dividend accordingly the gross dividend payout would be approx. Rs. 44.31 millions/- (Forty Four Millions and Three Hundred and Ten Thousand only) for FY 202526 to the public shareholders. Final dividend, if approved at the ensuing Annual General Meeting, shall be paid to those shareholders within the stipulated time period, whose names appear in the Register of Members/ list of Beneficial Owners, provided by the Depositories, on the record date. The Company has fixed Friday, September 25, 2026 as the record date for the purpose of determining the entitlement of Members to receive the dividend for FY 2025-26.

In terms of Regulation 43A of the SEBI Listing Regulations, the Board has formulated and adopted the Dividend Distribution Policy on December 11, 2024. The Dividend Distribution Policy sets out the parameters and circumstances which the Board may consider for recommendation and/or distribution of dividend to its shareholders and/or the utilization of the retained earnings of Company. The same is available on the website of the Company at www.lotusdevelopers.com/investor- relations.

5. MATERIAL EVENTS DURING THE YEAR:

Initial Public Offering (IPO) and Listing of Equity Shares of the Company

During the period under review, on August 06, 2025, the equity shares of your Company got listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs, retail investors and other eligible employees. The Board is gratified and humbled by the faith shown in the Company by its members. The Board also places on record its appreciation for the support provided by various Authorities, Bankers, Book Running Lead Managers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors, employees and other stakeholders of the Company for making the IPO of the Company a grand success.

6. UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER (‘IPO)

Pursuant to provisions of Regulation 32 of the SEBI Listing Regulations read with the applicable provisions of the SEBI Master Circular No. HO/49/14/14(7)2025- CFDPOD2/I/3762/2026 dated January 30, 2026, the Company confirms that, during FY26, there was no deviation or variation in the utilisation of the proceeds raised through the IPO from the objects stated in the Prospectus dated August 01, 2025.

Further, pursuant to provisions of Regulation 41 of the SEBI (Issue of Capital and Disclosures Requirements) Regulations, 2018, the Company has identified and appointed CARE Ratings Limited as its Monitoring Agency, which has submitted its quarterly monitoring reports, confirming that the IPO proceeds have been utilised in accordance with the objects stated in the Prospectus. The said reports have been duly filed with the Stock Exchanges within the prescribed timelines.

The details of the actual utilisation of the net IPO proceeds for the FY 2025-26:

	(Amount in INR Crores)
S. No Original Object	Original Allocation	Funds Utilised	Balance Amount	Amount of Deviation/ Variation
1. Investment in our Subsidiaries, Richfeel Real Estate Private Limited, Dhyan Projects Private Limited and Tryksha Real Estate Private Limited for part-funding development and construction cost of our Ongoing Projects, Amalfi, The Arcadian and Varun, respectively	550.00	229.704	320.296
2. General corporate purposes	182.294	108.968	73.326
3. Issue Expenses	59.706	55.275	4.431
TOTAL	792.00	393.947	398.053

7. SHARE CAPITAL:

Authorized Share Capital

As on March 31, 2026, the authorized share capital of the Company is R56,10,00,000 divided into 55,10,00,000 equity shares of R1/- each and 10,000 Non-Convertible preference shares of R 1,000/- each and the paid-up share capital of the Company is R 49,87,23,710 divided into 48,87,23,710 equity shares of R 1/- each and 10,000 Non-Convertible preference shares of R 1,000/- each.

Issued, Subscribed, and Paid-up Share Capital

The issued, subscribed and paid up capital of the Company as on March 31, 2026 was R49,87,23,710/- (Rupees Forty- nine Crores Eighty-Seven Lakh Twenty-Three Thousand and Seven Hundred Ten only) consisting of 48,87,23,710 (Forty- Eight Crore Eighty-Seven Lakh Twenty-Three Thousand Seven Hundred and Ten) equity shares of R1/- each and

10,000 (Ten thousand) Non-Convertible preference shares of R1,000/- each.

8. DEPOSITS:

During the financial year under review, the Company has neither invited nor accepted/ renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 (the ‘Act) read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2026.

9. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

As on March 31, 2026, the Company has 26 (Twenty- Six) subsidiary Companies including 3 Limited Liability Partnership Firms, 20 wholly owned subsidiaries, 1 step down subsidiary and 2 subsidiaries in accordance with Section 2(87) of the Companies Act, 2013.

During the financial year under review, the Company has incorporated the following 10 (ten) Wholly- Owned Subsidiaries:

Sr. No.	Name of Wholly-Owned Subsidiary(ies)	Date of Incorporation
1.	Asvi Projects Private Limited	October 29, 2025
2.	Sonnet Projects Private Limited	November 03, 2025
3.	Avion Infra and Realty Private Limited (Formerly known as "Avion Realty Private Limited")	November 04, 2025
4.	Arahan Projects Private Limited	November 06, 2025
5.	Rise Root Projects Private Limited	November 07, 2025
6.	Sri Lotus Elegancia Realty Private Limited	March 12, 2026
7.	Sri Lotus Legacy Realty Private Limited	March 12, 2026
8.	Sri Lotus Marquee Projects Private Limited	March 13, 2026
9.	Sri Lotus Imperial Projects Private Limited	March 14, 2026
10.	Sri Lotus Grand Abodes Private Limited	March 18, 2026

A statement containing the salient features of the financial statements of the Subsidiaries in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, forms part of this Report and is placed at ‘Annexure- A.

The highlights of the performance of Subsidiaries, Joint Ventures and Associate Companies and their contribution to the overall performance of the Company are given in consolidated financials included as part of the Annual Report.

Pursuant to the provisions of Section 136 of the Act read with Regulation 46 of the SEBI Listing Regulations, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the Subsidiaries, are available on the website of the Company and may be accessed at www. lotusdevelopers.com/investor-relations.

There has been no material change in the nature of the business activities of the subsidiaries.

Material Unlisted Indian Subsidiary:

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining ‘Material Subsidiary and the said policy is available on the Companys website at www.lotusdevelopers.com/investor-relations.

As of March 31, 2026, the Company had 2 material unlisted Indian Subsidiaries viz. Armaan Real Estate Private Limited and Chandra Gupta Estates Private Limited in accordance with Regulation 24 of SEBI Listing Regulations.

10. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI"). Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, as amended from time to time, a report on Corporate Governance is provided separately forming part of this Annual Report.

A certificate from M/s T. P. Ostwal and Associates LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI Listing Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantee given or security provided during the financial year under review in the notes to the Standalone Financial Statements provided in this Annual Report.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a policy on related party transactions which is also available on the website of the Company at www.lotusdevelopers.com/investor- relations. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and are at an arms length basis.

All related party transactions entered during the financial year under review were in the ordinary course of the business and at an arms length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC- 2 is not applicable to the Company for FY 2025-26.

The disclosures of transactions with related parties as per Ind AS-24 are set out in Notes to Accounts (Note No. 48) forming part of the Standalone Financial Statements.

There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel ("KMP") or other designated persons which may have a potential conflict with the interest of the Company at large.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

14. RISK MANAGEMENT:

The Risk Management Committee as required under Regulation 21 of SEBI Listing Regulations and applicable to top 1000 companies, determined on the basis of market capitalization was not applicable for the Company during the period under review. However, the Board of Directors of the Company has voluntarily formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The Committee is responsible for monitoring and reviewing the Risk Management Plan and ensuring its effectiveness. The major business and process risks are identified from time to time by the business and functional heads. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the business and functional heads are systematically addressed through mitigating actions on a continuing basis.

The policy is available on the website of your Company at www.lotusdevelopers.com/investor-relations.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of 6 (Six) Directors as on March 31, 2026, including 1 (One) Managing Director, 1 (One) Whole-time Director, 1 (One) Non-Executive Non-Independent Director and 3 (Three) Non-Executive Independent Directors including one Woman Independent Director. The composition of the Board of the Company is in conformity with Regulation 17 of SEBI Listing Regulations and Section 149 of the Act.

Further, none of the directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All Directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other such authority.

The composition of Board of directors of the Company as on March 31, 2026 is as follows:

Sr. No.	Name of Directors	Designation
1.	Mr. Anand Kamalnayan Pandit	Chairman and Managing Director
2.	Ms. Ashka Anand Pandit	Whole-Time Director
3.	Mrs. Roopa Anand Pandil	: Non-Executive - Non Independent Director
4.	Mr. Madhukant Girdharla Sanghvi	l Non-Executive - Independent Director
5.	Mr. Ved Prakash Bhardwaj	Non-Executive - Independent Director
6.	Mrs. Priti Shashinbhai Desai	Non-Executive - Independent Director

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnels (‘KMPs) of the Company as on March 31, 2026 are as follows:

Sr. No.	Name of KMPs	Designation
1.	Mr. Anand Kamalnayan Pandit	Managing Director
2.	Ms. Ashka Anand Pandit	Whole-Time Director
3.	Mr. Sanjay Kumar Jain	Chief Executive Officer
4.	Mr. Rakesh Kailash Gupta	Chief Financial Officer
5.	Mr. Ankit Kumar Tater	Company Secretary and Compliance Officer

Re-appointment of Director retiring by rotation:

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and in terms of Articles of Association of the Company, Ms. Ashka Anand Pandit (DIN: 10594507), Whole Time Director of the Company is liable to retire rotation at the ensuing 12^th AGM and being eligible, offered herself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee has recommended her appointment. The resolution(s) seeking members approval for their re-appointment forms part of the AGM Notice.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings relating to the aforesaid reappointment of director is given in the Notice of AGM.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that for the year ended March 31, 2026:

a) in the preparation of Annual Accounts, the applicable accounting standards have, been followed and there are no material departures from the same;

b) the Directors 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 on March 31, 2026 and of the profit of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors, have laid down adequate internal financial controls to be followed by the company and that such internal financial controls including with reference to Financial Statements are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Board comprises of three Independent Directors as on March 31, 2026. The tenure of all Independent Directors is in accordance with the Companies Act, 2013 and SEBI Listing Regulations.

The Company has received necessary declarations from each Independent Director that they satisfy the criteria of independence laid down under the provisions of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations. The Board is of the opinion that no circumstances have arisen till the date of this report which may affect their status as Independent Directors of your Company.

The Board is satisfied with the integrity, expertise, experience including proficiency, of all Independent Directors on the Board. Further, in terms of Section 150 of the Act together with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Independent Directors of the Company had no pecuniary relationship or transactions during the year with the Company, other than sitting fees, as detailed in Corporate Governance Report forming part of this report.

Based on disclosures provided by them, none of them are disqualified/debarred from being appointed or continuing as Directors of the Company by any order of Ministry of Corporate Affairs/ SEBI or any other statutory authorities.

18. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

In accordance with Regulation 25(7) of the SEBI Listing Regulations, the Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the companys success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the companys website at www.lotusdevelopers.com/ investor-relations.

19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI Listing Regulations, the Nomination and Remuneration Committee has put in place a process to formally evaluate the effectiveness of the Board, its Committees and individual Directors.

The evaluation was conducted via a questionnaire containing qualitative questions, with responses provided on a rating scale. Evaluation was based on criteria such as the composition of the Board and its Committees, their functioning, communication between the Board, its Committees and the management of the Company, and performance of the Directors and Chairperson of the Board based on their participation in effective decision making and their leadership abilities.

The Independent Directors also held a separate meeting during the financial year, to evaluate the performance of the Board as a whole, the Non-Independent Directors and the chairperson of the Board.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings held on February 07, 2026 and February 09, 2026 they noted the performance

to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

20. BOARD MEETINGS:

In compliance with the provisions of Section 173 of the Act and Regulation 17 of SEBI Listing Regulations and Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India ("ICSI"), during the year under review, the Board met 9 (Nine) times. The intervening gap between the two board meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard-1 ("SS-1") issued by the Institute of Company Secretaries of India, as amended from time to time. The details of the meetings of the Board and attendance of the Directors are disclosed in the Corporate Governance Report, forming part of this Annual Report.

21. COMMITTEES OF THE BOARD:

In order to ensure effective discharge of its responsibilities and compliance with statutory requirements, the Board has following Committees in place as on March 31, 2026:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Executive Committee

The details of the Committee along with their terms of reference, composition and meetings held during the year are given in the Corporate Governance Report forming part of this Annual Report.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one (1) meeting of the Independent Directors namely Mr. Madhukant Girdharlal Sanghvi, Mr. Ved Prakash Bhardwaj and Mrs. Priti Shashinbhai Desai was held on February 07, 2026. As per the provisions of Section 149 read with schedule IV of the Act and in accordance with the Regulation 25(3) of the SEBI Listing Regulations, at the said meeting, the Independent Directors, without the presence of non-independent directors and members of the management, reviewed the performance of the Chairman, Non-Executive NonIndependent Director, the Executive Director and the performance of the Board as a whole. All the independent directors were present at the said meeting.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of SEBI Listing Regulations, Management Discussion and Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company for the reporting year is provided separately forming part of this Annual Report.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As the Company got listed on Stock Exchanges on August 06, 2025, the Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of SEBI Listing Regulations, applicable to top 1000 companies determined on the basis of market capitalization, is not applicable for the Company for the period under review.

25. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company follows the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, for convening and conducting the meeting of the Board of Directors, general meetings and other matters related thereto and have devised proper systems to ensure the compliance of applicable Standards.

26. EMPLOYEE STOCK OPTION PLAN:

Your Company provides employees with an ownership interest in the company in the form of stock options. The stock options incentivize employees as your Companys success translates into financial rewards for them.

Your Company has one stock option scheme, the Sri Lotus Developers and Realty Limited Employees Stock Option Plan 2024 ("ESOP 2024/ Scheme"), which was ratified by shareholders post the IPO, at the 11^th AGM held on September 26, 2025, in accordance with Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations").

The ESOP 2024 is being administered and monitored by Nomination and Remuneration Committee of the Company. The scheme is in compliance with SEBI SBEBSE Regulations.

A certificate from Vishal N. Manseta, the Secretarial Auditors of the Company, under Regulation 13 of SEBI SBEBSE Regulations confirming that ESOP 2024 is in compliance with SBEB & SE Regulations, can be inspected by the members on prior request to the Company.

27. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company places great emphasis on fostering an environment that is free from any form of harassment or discrimination, and has adopted a zero-tolerance policy towards sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of complaints pertaining to sexual harassment during the year under review are as follows:

No of complaints pending resolution as at beginning of FY 2025-26	No of complaints received during FY 2025-26	No of complaints disposed off during FY 2025-26	No. of cases pending for more than ninety days
0	0	0	0

28. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company hereby confirms its compliance with the applicable provisions of the Maternity Benefit Act, 1961, including adherence to statutory requirements relating to maternity leave, medical bonus, nursing breaks and creche facility. The Company is committed to ensure the welfare and rights of its women employees by implementing necessary measures and maintaining adequate policies and internal procedures. These initiatives aim to promote a safe, inclusive, and supportive work environment, in line with the provisions of the Maternity Benefit Act and other applicable laws.

29. STATUTORY AUDITORS AND AUDIT REPORT:

M/s. T.P. Ostwal & Associates LLP, Chartered Accountants (FRN: 124444W/W100150) were re-appointed as the Statutory Auditors of the Company for the first term of 5 (five) consecutive years at the 11^th AGM of the Company to hold office commencing from the conclusion of the 11^th AGM until the conclusion of the 16^th AGM of the Company to be held for financial year 2029-2030. The Statutory Auditors have confirmed their independent status and eligibility to act as a Statutory Auditor of the Company pursuant to Section 141 of the Act and the Rules framed thereunder. In compliance with SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors Report on the financial statements of the Company for the year under review forms part of this Annual Report. There is no qualification, reservation,

adverse remark given by the Auditors in their report. The Notes on financial statements referred to in Auditors Report are self-explanatory and do not call for any further comments. Further, Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

30. INTERNAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Board based on the recommendation of the Audit Committee, appointed M/s. Sanjay & Vijay Associates (Registration no. 120123W) as Internal Auditors of the Company to conduct internal audit for the Financial Year 2025-26.

The scope of internal audit is based on an internal audit plan approved annually by the Audit Committee. The internal auditor prepares quarterly internal audit report and submit the same to the management.

31. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration on Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company has appointed Vishal N. Manseta, Practicing Company Secretary, as the Secretarial Auditors of the Company for a first term of five consecutive years commencing from the financial year 2025-26 up to the financial year 2029-30.

Vishal N. Manseta have confirmed that they satisfy the eligibility criteria under Section 204 of the Act and the rules framed thereunder and SEBI Listing Regulations for holding the office of Secretarial Auditors of the Company. The Auditors have also confirmed that they hold a valid peer review certificate issued by the Peer Review Board of the Institute of Company Secretaries of India ("ICSI").

The Secretarial Audit Report in the prescribed Form No. MR-3 of the Company received from Vishal N. Manseta for the year ended March 31, 2026 is annexed as "Annexure - B" and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

As on March 31, 2026 the Company has 2 material subsidiary(ies) viz. Chandra Gupta Estates Private Limited and Armaan Real Estate Private Limited. Therefore, as per the requirement of Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report of the material unlisted subsidiary(ies) of the Company for the FY 2026 as received from Vishal N. Manseta, is annexed as "Annexure - C" and forms part of this report.

Annual Secretarial Compliance Report:

Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019 issued by Securities and Exchange Board of India and in terms of the provisions of Regulation 24A of the SEBI Listing Regulations, the Company has obtained a Secretarial Compliance Report for the financial year 2025-26 from Vishal N. Manseta, Secretarial Auditor of the Company. The said Report does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2026, in relation to compliance of all applicable SEBI Regulations/Circulars/Guidelines issued thereunder, pursuant to the requirement of Regulation 24A of SEBI Listing Regulations, was submitted to the concerned Stock Exchange(s) on May 29, 2026 which is within the prescribed timeline.

32. REPORTING OF FRAUDS BY AUDITORS:

During the Financial Year under review, the Statutory Auditors, internal auditors and the Secretarial Auditors have not reported, any instances of fraud committed against the Company by its officers and employees to the Audit Committee under Section 143(12) of the Act, details of which are required to be mentioned in the Boards Report.

33. COST AUDITORS AND THEIR REPORT:

In terms of Section 148 and other applicable provisions, if any, of the Act read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Board of Directors, based on the recommendation of the Audit Committee, has appointed Mr. Ankit Kishor Chande, Cost Accountant (Membership no. 34051) as the Cost Auditors of the Company for the financial year 2026-27.

The Cost Auditors have confirmed that their appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder and that they are not disqualified from being appointed as the Cost Auditors of the Company for the financial year ending March 31, 2027. In accordance with the aforesaid provisions, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the ensuing AGM. Accordingly, a resolution seeking ratification of the remuneration payable to M/s. Ankit Kishor Chande, for the financial year 2026-27, forms part of the Notice convening the 12^th AGM. The Board recommends the same for approval of the Members.

Further, as per the provisions of Section 148(1) of the Act and rules made thereunder, the Company has maintained the cost records, as specified by the Central Government. The Company has accordingly filed the Cost Audit Report

in Form CRA-4 (XBRL mode) for the financial year ended March 31, 2025 within the stipulated timeline prescribed under the applicable regulations. The Cost Auditors Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established internal financial controls by way of policies and procedures that are commensurate with the size of its operations, and these are operating effectively and adequately. These policies and procedures are designed to ensure efficient conduct of your Companys business, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, accurate and reliable maintenance of the books of accounts, timely and reliable preparation of financial information, and adherence to compliance.

The Internal Auditors of the Company have performed a detailed evaluation of the adequacy and effectiveness of the internal control systems, and their reports were reviewed and discussed in the Audit Committee meetings and shared with the Statutory Auditors.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no material and significant orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo undertaken by the Company along with the information in accordance with the provisions of Section 134 of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are as follows:

(A) Conservation of Energy

i. the steps taken or impact on conservation of energy - Companys operations do not consume significant amount of energy

ii. the steps taken by the company for utilising alternate sources of energy - Not applicable, in view of comments in clause (i)

iii. the capital investment on energy conservation equipments - Not applicable, in view of comments in clause (i)

(B) Technology Absorption, Research and Development

i. The efforts made towards technology absorption, benefits derived like product improvement, cost reduction, product development or import substitution - The Company endeavours to adopt the latest technology relevant to its business operations to enhance efficiency, innovation and competitiveness

ii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - NA

iii. The expenditure incurred on Research and Development: - Nil

(C) Foreign Exchange Earnings / Outgo -

During the financial year under review, the Company had no foreign exchange earnings and had a foreign exchange outgo of INR 3 millions

37. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As on March 31, 2026, the Corporate Social Responsibility (CSR) Committee comprised 3 (Three) members in compliance with the applicable provisions of the Act. The details relating to the composition of the CSR Committee and related matters are provided in the Report on Corporate Governance forming part of this Annual Report.

The CSR Committee, inter alia, reviews the CSR Policy of the Company, recommends and monitors CSR initiatives and ensures effective implementation of projects and programmes undertaken by the Company in accordance with the applicable statutory framework. Further, the CSR Committee identifies and recommends the CSR programmes, projects and annual expenditure to the Board for its approval in accordance with the CSR Policy of the Company and the applicable provisions of the Act. The annual CSR budget for the relevant financial year is approved by the Board based on the recommendations of the CSR Committee. The implementation and progress of CSR initiatives are periodically reviewed by the CSR Committee to ensure effective utilisation of resources and achievement of intended objectives.

The CSR Policy of the Company is available on the website of the Company at www.lotusdevelopers.com/investor- relations.

The Annual Report on CSR containing details of the CSR Policy, composition of the CSR Committee, CSR expenditure and the web-link thereto, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as "Annexure- D" to this Report.

38. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company recognizes that a strong and balanced leadership framework is fundamental for effective corporate governance. Accordingly, the Company has formulated and adopted a Nomination and Remuneration Policy including appointment and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP"), evaluation of their performance in accordance with the provisions of Section 178(3) of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations.

There has been no change to aforesaid Policies during the year under review and is available on the Companys website and can be accessed at www.lotusdevelopers. com/investor-relations.

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in "Annexure- E" to this Report.

40. VIGIL MECHANISM / WHISTLE-BLOWER POLICY:

The Company has established a robust Vigil Mechanism/ Whistle Blower Policy in compliance with the provisions of Section 177 (9) the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Regulation 22 of the SEBI Listing Regulations.

The mechanism provides a formal framework for Directors, Employees and other stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected, fraud, financial irregularities, violation of the Companys Code of Conduct, legal or regulatory noncompliance or any suspected leak of Unpublished Price Sensitive Information (UPSI) without fear of retaliation or victimisation.

The Policy provides adequate safeguards against victimisation of whistle blowers and also enables direct access to the Chairperson of the Audit Committee in appropriate cases. The Audit Committee periodically reviews the functioning and effectiveness of the Vigil Mechanism, including complaints received, if any, under the said mechanism. During the year under review, no person was denied access to the Chairperson of the Audit Committee.

The policy is available on the Companys website and can be accessed at www.lotusdevelopers.com/investor- relations.

41. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at www.lotusdevelopers.com/ investor-relations.

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

During the year under review, no application was made by the Company under the Insolvency and Bankruptcy Code, 2016 neither any proceeding pending before the tribunal or any other authorities under the said Code.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there was no instance of one-time settlement with any bank or financial institution.

44. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. This Code, inter alia, lays down the procedures to be followed by designated persons while trading or dealing in the Companys shares and sharing Unpublished Price Sensitive Information (UPSI). The Code covers the Companys obligation to maintain a Structured Digital Database and mechanism for prevention of insider trading and handling of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI. The Code is available on the website of the Company at www. lotusdevelopers.com/investor-relations.

The compliance with the Code of Conduct is closely monitored, and violations, if any, are reported to the Audit Committee at regular intervals.

The Company has also maintained Structured Digital Database (SDD) to ensure compliance with the statutory requirements. The Company ensures that the Designated

Persons are familiarized about the Code of Conduct and trained on maintaining SDD.

45. GREEN INITIATIVE:

As a responsible Corporate Citizen, the Company embraces the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report and Notices to the Shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Share Transfer Agent.

The shareholders who have not registered their e-mail addresses so far are requested to do the same and become a part of the initiative and contribute towards a greener environment.

46. OTHER DISCLOSURES:

As on March 31, 2026, in terms of the applicable provisions of the Act and SEBI Listing Regulations:

• No equity shares with differential rights as to dividend, voting or otherwise have been issued.

• No sweat equity shares have been issued.

• No buyback of shares has been undertaken.

• No amount or shares were required to be transferred to the Investor Education and Protection Fund.

There is no material change or commitments after closure of the financial year till the date of the report.

47. ACKNOWLEDGEMENTS:

The Board places on record its appreciation for the contribution made by all the employees towards the growth and success of your Company and extends its sincere appreciation to the Companys customers, vendors, bankers, consultants, the Government of India and the State Government, and the regulatory and statutory authorities for their support.

The Board is deeply grateful to all the members of the Company for entrusting their confidence and faith in us.

For and on behalf of the Board of Directors of

Sri Lotus Developers and Realty Limited

(Formerly known as "AKP Holdings Limited")

Sd/-

Anand Kamalnayan Pandit

Chairman & Managing Director

DIN:00015551

Date: 01/09/2026

Place: Mumbai.