The Board of Directors are pleased to present the 30^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2025.

During the Financial Year 2024-25, the Company, on a standalone basis, earned total revenue of Rs. 42,024.79 million as compared to Rs. 32,226.45 million in the previous year thereby registered a growth of 30.40%. The Profit before Tax during the year was Rs. 1,537.55 million as against Rs. 683.64 million in the previous year, and Profit after Tax during the year was Rs. 1,122.32 million as against Rs. 465.69 million in the previous year. The profit after tax registered a growth of 141% percent.

On a consolidated basis the revenue of the Company during the financial year 2024-25 was Rs. 41,627.59 million, an increase of 29.36 per cent from the previous year. The Profit before Tax increased by 79.18 per cent and Profit after Tax (after considering minority interest) increased by 92.79 per cent as compared to the financial year 2023-24.

Your Directors propose to transfer Rs. 112.23 million of the current profits to the General Reserve.

The Company aims to follow a consistent dividend pay-out while striving to achieve a trade-off between deployment of internal accruals for growth and the payment of dividend.

The Board of Directors, subject to the approval of the shareholders at the ensuing Annual General Meeting, are pleased to recommend a dividend of Rs. 3 per equity share of Rs. 10 each.

SOBHA primarily operates across the following business verticals:

• Real Estate-Development of residential and commercial properties under the brand name of SOBHA.

• Contractual-EPC (Engineering, procurement and construction) contracts catering to external institutional clients.

• Manufacturing-Construction sector related production capabilities like Concrete products, Glazing and metal and Interiors etc., supporting inhouse projects as well servicing external clients.

During the year under review, the Company executed and handed over 7.21 million square feet real estate projects and 0.19 million square feet of contractual projects resulting in an aggregate development of 7.40 million square feet.

The Company has completed construction of 143.65 million square feet of area since its inception.

The Company currently has real estate projects aggregating 39.72 million square feet of developable area. It has 3.86 million square feet of ongoing contractual projects which are in various stages of construction.

The Company has a geographic footprint in 27 cities across 14 states in India.

In accordance with the requirements of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, ("SEBI LODR Regulations") the Management Discussion and Analysis Report titled 'Management Report' is presented in a separate section in the Annual Report. The shareholders may refer to management report to gain more understanding on industry in which the Company operates, operations of the Company and various other aspects including risks and concerns, outlook and internal controls.

In terms of Section 134(3) of the Companies Act, 2013 (the "Act"), except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred. During the year under review there has been no change in the nature business of the Company.

During the year, the Board of Directors of the Company reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have prepared the Consolidated financial statements of the Company, which form part of this Annual Report. In terms of Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiaries of the Company in Form AOC-1, forms part of Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 read with Regulation 46 of the SEBI LODR 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 https://www.sobha.com/investor- relations/#downloads.

As on date, the Company has Seven direct wholly owned subsidiaries and six step-down subsidiaries. The Company also has an economic interest in a partnership firm, Sobha City, which has 6 subsidiaries. During the year under review, Sobha Developers (Pune) Limited, a wholly owned subsidiary of Sobha Limited entered into agreement on April 02, 2024 to acquire 100 % equity shares of BNB Builders Private Limited, and completed the acquisition on July 24, 2024. With this acquisition BNB Builders Private Limited became a wholly owned subsidiary of Sobha Developers (Pune) Limited and a step-down subsidiary of Sobha Limited. As on the date of this report, after receipt of approval from Ministry of Corporate Affairs on May 01, 2025, the name BNB Builders Private Limited has been changed to Sobha Commercial Private Limited.

The authorized share capital of the Company is Rs.2,000,000,000, divided into 150,000,000 equity shares of Rs.10 each and 5,000,000 preference shares of Rs.100 each. At the beginning of the year under review, the issued, subscribed, and fully paid-up capital was Rs.948,458,530 divided into 94,845,853 equity shares of Rs.10 each. During the year under review the Company made an issue of up to 12,107,981 partly paid-up equity shares of face value of Rs.10 each of the company ("rights equity shares") for cash at a price of Rs.1,651 per rights equity share (including a premium of Rs. 1,641 per rights equity share) ("issue price"). As on March 31, 2025 the Company's issued, subscribed, and fully paid-up capital of the Company remained at Rs. 1,069,362,925/- divided into 106,918,751 fully paid up equity shares of Rs. 10 each and 35,083 partly paid up shares of Rs. 5 each. Further, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise (including sweat equity shares) to employees of the Company under any scheme, convertible or non-convertible securities or warrants and has not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees. The Company has not bought back any of its securities during the year.

The Board of Directors of the Company at its meeting held on January 22, 2024, approved to raise funds by way of an offer on a rights basis up to Rs. 20000 million (Twenty Thousand million). Pursuant to the Letter of Offer dated June 12, 2024, the Company made an issue of up to 12,107,981 partly paid-up equity shares of face value of Rs. 10 each of the company ("rights equity shares") for cash at a price of Rs. 1,651 per rights equity share (including a premium of Rs. 1,641 per rights equity share) ("issue price") aggregating up to Rs. 19,990.28 million on a rights basis to the eligible equity shareholders in the ratio of 6 rights equity shares for every 47 fully paid-up equity share held by the eligible equity shareholders on the record date, that is on Wednesday, June 19, 2024 ("record date") (the "issue"). The Company successfully received Rs. 825.5 per rights equity share (including a premium of Rs. 820.5 per rights equity share) from the eligible equity shareholders on application amounting to Rs. 9,995.14 million with an overwhelming response and over subscription of 139.64 percentage. The partly paid shares were allotted on July 11, 2024 to the eligible shareholders as per the basis of allotment approved by the designated stock exchange, BSE Limited. The Company's shares got listed on BSE Limited and National Stock Exchange Limited on July 22, 2024.

The Board of Directors of the Company (the "Board"), at its meeting held on November 14, 2024, approved First and Final Call of Rs. 825.50 per share and fixed December 6, 2024, as the record date for determining eligible shareholders, with due intimation to BSE Limited and National Stock Exchange Limited. Based on First and Final Call Money notice dated November 14, 2024, the Company received call money on 12,050,250 partly paid-up Equity Shares from 18,683 shareholders for the balance payment of Rs. 825.50 per share (comprising Rs. 5 towards face value and Rs. 820.50 towards Share Premium) amounting to Rs. 9,947.48 million by the end of the issue closure dated i.e. January 10, 2025, out of 12,107,981 partly paid-up equity shares (originally allotted as party paid-up equity shares on July 11, 2024). Based on the approval of the Rights Issue Committee dated January 21,2025, 12,050,250 number of partly paid shares got converted to fully paid shares and listed on BSE Limited and National Stock Exchange Limited on January 31,2025.

On January 21, 2025, the Rights issue Committee of the Board of Director of the Company further approved issuance of a First Reminder cum Forfeiture Notice to shareholders holding 57,731 partly paid shares who failed to pay the First and Final Call Money. The Company received Call money against 22,648 shares and converted shares into fully paid shares on March 13, 2025. Till the date of this report the Company has issued Second Reminder cum Forfeiture notice to the shareholders holding 35,083 partly paid shares who failed to pay the First and Final Call Money. The Company received Call money against 6,881 shares and converted shares into fully paid shares on May 13, 2025. The Company envisaged the proposed rights issue to be completed in the financial year 2025-26.

The Company has not issued debentures or bonds during the year under review. There were no outstanding debentures as on 31^st March, 2025.

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. As such, no amount of principal or interest was outstanding as on the date of this report.

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees, and investments made by the Company under Section 186 of the Companies Act, 2013 are detailed in Notes to Accounts of the Financial Statements.

In compliance with Section 124 of the Companies Act, 2013 the dividends pertaining to financial year 2016-17 which were lying unclaimed with the Company were transferred to the Investor Education and Protection Fund during financial year 2024-25. The details of unclaimed dividends transferred to the Investor Education and Protection Fund have been depicted in the Corporate Governance Report which forms a part of the Annual Report.

As required under Section 124 of the Companies Act, 2013 and the Rules made thereunder, 1,772 (one thousand seven hundred and seventy-two) equity shares, in respect of which dividend had not been claimed by the shareholders for seven consecutive years or more, were transferred to the Investor Education and Protection Fund during the year under review. The details of the shares and shareholders are available on the Company's website.

As on March 31, 2025, the Board of Directors of the Company comprises of Seven Directors, four are Non-Executive Independent Directors including One-Woman Independent Director, one Non-Executive Non-Independent Director and two Whole Time Director designated as Managing Director and Deputy Managing Director. The composition of the Board of Directors is in compliance with Regulation 17 of SEBI LODR Regulations and Section 149 of the Companies Act, 2013.

During the year under review, Mr. Ramachandra Venkatasubba Rao and Mr. Anup Sanmukh Shah, NonExecutive Independent Directors ceased to be directors of the Company due to completion of their term of Directorship effective from closing Business hours of August 08, 2024. Mr. Subba Rao Amarthaluru and Mr. Gopal Bhimrao Hosur, were appointed as an Additional Directors in the capacity of Non-executive Independent Directors effective from August 08, 2024. Their appointment was approved by the shareholders by passing a special resolution through postal ballot on September 12, 2024.

Mr. Manakulamparambil Narayanan Nisanth, was appointed as a Director of Company in the capacity of Whole-time Director designated as Deputy Managing Director effective from January 01, 2025, by the shareholders by passing resolution through postal ballot on December 26, 2024.

Ms. Srivathsala Kanchi Nandagopal, who was appointed as a Director in the capacity of a Non-Executive Independent Director with effect from January 04, 2020, and holds office till January 03, 2025, was re-appointed as a Non-Executive Independent Director of the Company for a second term of five consecutive years effective from January 03, 2025. Her appointment was approved by the shareholders by passing special resolution through postal ballot on December 26, 2024.

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 Mr. Jagadish Nangineni, Managing Director, Mr. Yogesh Bansal, Chief Financial Officer ('CFO') and Mr. Bijan Kumar Dash, Company Secretary and Compliance Officer are the Key Managerial Personnel ('KMP') of the Company as on March 31, 2025. There is no change in the KMP during the year under review.

Pursuant to the provision of the Section 152 of the Companies Act, 2013, Mr. Jagadish Nangineni, Director designated as Managing Director (DIN: 01871780) of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for the re-appointment. The Board of directors based on the recommendation of the Nomination, Remuneration and Governance Committee has recommended the reappointment of Mr. Jagadish Nangineni, as Director retiring by rotation.

The Notice convening the Annual General Meeting includes the proposal for the re-appointment of Mr. Jagadish Nangineni as a Director of the Company. A brief resume of Mr. Jagadish Nangineni has been provided as an Annexure to the Notice convening the Annual General Meeting. Specific information about the nature of Mr. Jagadish Nangineni's expertise in specific functional areas and the names of the companies in which he holds directorship and membership/chairmanship of the Board Committees have also been provided in the Notice convening the Annual General Meeting.

During the year under review, the Board of Directors duly met Six times on May 17, 2024, June 12, 2024, August 08, 2024, November 14, 2024, February 06, 2025, and March 13, 2025. The maximum interval between any two consecutive meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

The Board has constituted different committees to assist the Board in effectively discharging its functions and responsibilities. These committees are being delegated different roles in line with the applicable provisions of the Act and SEBI LODR Regulations, namely:

1. Audit Committee;

2. Nomination, Remuneration and Governance Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee; and

5. Risk Management Committee;

The details of the Committees including composition, terms of reference, meeting details etc., are provided in the Corporate Governance Report forming part of the annual report.

The recommendations, if any, of these Committees are submitted to the Board for approval. During the year under review, the Board accepted the recommendations of the Committees.

In accordance with the provisions of the Act, a separate meeting of the Independent Directors of the Company was held on March 13, 2025.

In terms of Section 134 (3) (p) read with Articles VII and VIII of Schedule IV of the Companies Act, 2013 the annual performance evaluations of the Board and that of its statutory committees like Audit Committee, Stakeholders' Relationship Committee, Nomination, Remuneration and Governance Committee, Corporate Social Responsibility Committee, Risk Management Committee, the Chairman, independent directors, and executive directors were carried out during the financial year 2024-25.

In order to evaluate the performance of the Board, Committees and individual directors the Nomination, Remuneration and Governance Committee ("NRGC") has formulated criteria, pursuant to provisions of the Companies Act, 2013, the Rules made thereunder and the SEBI LODR Regulations, as amended from time to time. Evaluation of functioning of the Board, Committees, independent directors, executive directors and the Chairman are based on internal questionnaire circulated amongst the Board members. While the Board evaluated its own performance as per the parameters laid down by the NRGC, the evaluations of Individual Directors were carried out as per the laid down parameters, anonymously in order to ensure objectivity. The Board assessed the performance and the potential of each of the independent directors with a view to maximizing their contribution to the Board. The independent directors of the Board also reviewed the performance of the Chairman, Executive Directors and the Board, at the separate meeting of the independent directors especially called for that purpose.

According to the information and explanations obtained, pursuant to Section 134(5) of the Companies Act, 2013 your Directors hereby confirm, that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

II. 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 at the end of the financial year 2024-25 and of the profit of the Company for that period;

III. proper and sufficient care was taken 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;

IV the annual accounts have been prepared on a going concern basis;

V internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and operating effectively; and

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

The Independent Directors in their respective disclosures have confirmed that they are independent of the Management and not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors has confirmed that they fulfilled conditions specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations. Further, the Board is of the opinion that the Independent Directors of the Company uphold highest standards of integrity and possess requisite expertise, experience and proficiency required to fulfil their duties as an Independent Directors.

Based on the disclosures received, none of the Directors on the Board held directorships in more than ten public companies and none of the Independent Directors served as an Independent Director in more than Seven listed entities as on March 31, 2025. Further, Whole-time Directors of the Company did not serve as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2025, have been made by the Directors and reported in the Corporate Governance Report which forms part of the Annual Report.

At the Twenty Seventh Annual General Meeting held on August 10, 2022, the members appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.001076N/N500013) as Statutory Auditors of the Company, for a period of 5 years from the conclusion of 27^th Annual General Meeting till the conclusion of the 32^nd Annual General Meeting.

The Statutory Auditors performed the audit during the financial year 2024-25 and expressed an unmodified opinion in the audit reports with respect to audited financial statements for the financial year ended March 31, 2025. There are no qualifications or adverse remarks in the

Statutory Auditors' Report which require any explanation from the Board of Directors.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed Mr. Nagendra D Rao, Practicing Company Secretary bearing Certificate of Practice Number 7731 as the secretarial auditor of the Company for the financial year 2024-25. The Secretarial Audit Report issued by Mr. Nagendra D Rao, in accordance with the provisions of Section 204 of the Act is provided separately in the Annual Report Annexure A.

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors.

Further, pursuant to recent amendments in the Regulation 24A of SEBI LODR Regulations, the Company is required to appoint a Secretarial Auditor for a term of five consecutive years.

The Company has received consent from Nagendra D Rao & Associates LLP, a peer Reviewed Company Secretary firm (firm Registration no AAK - 4698 Peer review certificate no 5827/2024) to act as the Secretarial Auditor of the Company from the FY 2025-26 to 2029-30, along with the certificate confirming his eligibility.

The Board of Directors on the recommendation of the Audit Committee Meeting held on May 28, 2025, subject to the approval of the members, appointed Nagendra D Rao & Associates LLP, Company Secretaries as the Secretarial Auditor of the Company for a period of five years from FY 2025-26 to FY 2029-30.

Accordingly, the board recommends to the members appointment of Nagendra D Rao & Associates LLP as the Secretarial Auditors of the Company for a term of five consecutive years. A resolution seeking approval of appointment secretarial auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company is required to maintain cost records and have the cost records audited by a cost auditor as specified by the Central Government in accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. Requisite Cost records have been prepared and maintained by the Company for financial year 2024-25.

The Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. Gudi Srinivasarao & Co., Cost Accountants bearing Firm Registration Number 004336 as the Cost Auditors of the Company for the financial year 2024-25. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for financial year 2024-25 is subject to ratification by the shareholders of the Company. The notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors.

The Cost Audit Report for the financial year 2023-24 was filed with the Registrar of Companies, Ministry of Corporate Affairs, New Delhi within the due date prescribed under the Companies (Cost Records and Audit) Rules, 2014. There are no qualifications or adverse remarks in the Cost Audit Report which require any explanation from the Board of Directors.

The internal audit function is responsible for providing independent assurance with regard to the effectiveness, accuracy, and efficiency of the internal control systems and processes in the Company.

The internal audit function of the Company is being performed by inhouse internal audit team. The internal audit is carried out based on audit plan approved by the audit committee. Observations of the internal audit carried out by the audit team get reviewed quarterly at the audit committee meeting and action taken on the deviation get monitored to improve the efficiency in the overall business operation, processes and governance. Internal Audit function helps the Company to accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, the internal audit team and the Statutory Auditors tested these controls independently and no significant weakness was identified either in the design, implementation, maintenance and operations of the controls. A report issued by the Statutory Auditors, M/s. Walker Chandiok & Co LLP, on the Internal Financial Controls forms a part of the Annual Report.

The Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance of fraud in respect of the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

In accordance with Regulation 34(3) read with Schedule V of the SEBI LODR Regulations, a separate report on corporate governance forms part of this report.

A certificate from Mr. Nagendra D Rao, Practicing Company Secretary affirming compliance with the various conditions of corporate governance in terms of the SEBI LODR Regulations, is given in Annexure B to this report.

The Company has laid down a Code of Conduct for the Directors as well as for all senior management of the Company. As prescribed under Regulation 17 of the SEBI LODR Regulations, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for financial year 2024-25 forms part of the Corporate Governance Report.

The Nomination, Remuneration, and Governance Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes, and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel, and senior management personnel of the Company. The committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board, and the Board as a whole which should be carried out by the Board, committee or by an independent external agency and review its implementation and compliance (The Nomination and Remuneration Policy is attached as Annexure C and is also available on the Company's website at https://www.sobha.com/wp-content/uploads/2025/03/ nomination-and-remuneration-policy-v3.pdf.

The Company's risk management is embedded in the business processes, integrated with all operations and functions, and monitored proactively. The Board has constituted Risk Management Committee ("RMC") to proactively oversight the risk management process to identify, assess and mitigate risks, in order to protect its business from existing and emerging risks, improve corporate governance and enhance stakeholders' value. The RMC lays down procedures for risk assessment and minimization. It shall serve as the "eyes and ears" for the Company which would ensure that the Company is insulated from risks both at the macro and micro level. The Board has formulated a risk management policy and ensures it implementation through different mechanism including internal audit. The RMC periodically reviews the various risks associated with the Company's business and recommends steps to be taken to control, monitor and mitigate the risk.

The members are requested to refer Management Discussion and Analysis Report forming part of this Report to know more about risk and concerns relating to industry.

Over the past decades, the Company has been actively engaged in delivering maximum value to the society. The Company lays significant emphasis on the economic, social empowerment and sustainable development of the communities around which it operates. The Company believes that its achievements do not refer only to its growth but also spread to society.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the Company's website at https://www.sobha.com/wp- content/uploads/2025/03/sobha-CSR-policy-v2.pdf.

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the Corporate Social Responsibility activities of the Company is given in Annexure D to this report.

As per Regulation 43A of the SEBI LODR Regulations, top 1,000 listed companies based on market capitalization are required to formulate a dividend distribution policy. Accordingly, the Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances which are to be considered by the Board in determining the distribution of dividend to its Members and/or retaining profits earned by the Company. The Company's Dividend Distribution Policy is available on the Company's website at https://www.sobha.com/wp- content/uploads/ Rs.0 Rs.5/03/sobha-dividend-distribution- policy-v3.pdf.

The Company has established a vigil mechanism to promote ethical behaviour in all its business activities. It has in place a mechanism for employees and directors to report any genuine grievances, illegal and unethical behaviour, suspected fraud or violation of laws, rules, and regulations or conduct to the Vigilance Officer and the Audit Committee of the Board of Directors. The policy also provides for adequate protection to whistle blower against victimization or discriminatory practices. The policy is available on the Company's website at https://www.sobha. com/wp-content/uploads/2025/03/vigil-mechanism-v2. pdf.

During the year under review, the Company did not receive any complaints relating to unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct from any employee or Directors.

During the year under review, the Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with pursuant to the Companies Act, 2013 and the rules made thereunder.

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Employee relations continue to be cordial at all levels and in all divisions of the Company. The Board of Directors would like to express its sincere appreciation to all the employees for their continued hard work and steadfast dedication. As on March 31, 2025, the Company had an organizational strength of 4,505 employees.

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure E to the Board's Report.

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. Any shareholder interested in obtaining a copy thereof, may write to the secretarial team at investors@sobha.com of the Company in this regard.

The Company has adopted a policy on prevention and redressal of sexual harassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and relevant Rules made thereunder, the Company has in place an Internal Complaints Committee (ICC) for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints were received by the Company during the year under review.

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

During the year, the Company did not enter into any contract/arrangement/transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. Related party transactions, if any, pursuant to the SEBI LODR Regulations, were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2024-25 are detailed in the Notes to Accounts of the Financial Statements.

Further, during the year under review, there were no contracts or arrangements entered with related parties referred to the criteria mentioned in Sub-section (1) of Section 188 of the Companies Act, 2013. Therefore, there is no requirement to report any transaction in Form AOC-2.

In accordance with the Companies Act, 2013, the annual returns in the prescribed format are available under the link https://www.sobha.com/wp-content/uploads/2025/06/ Annual-Return-2024-25.pdf.

In terms of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of energy conservation, technology absorption, foreign exchange earnings, and outgoings are given as Annexure F to this report.

The Company is committed to pursue its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective.

The Company is presenting the BRSR to the stakeholders of the Company as part of this Annual Report and available on the website of the Company.

During financial year 2024-25, the Company was conferred with various awards and recognitions, the details of which are given in a separate section in the Annual Report.

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches, and project updates are made available on the Company's website (www.sobha.com) on a regular basis.

No application is made, or any proceeding is pending against the Company under Insolvency and Bankruptcy Code, 2016 during or as at the end of the year under review.

The Company did not avail any One Time Settlement (OTS) from banks or Financial Institutions and hence giving disclosures on valuation of assets/securities at the time of borrowing and at the time of OTS does not become applicable.

The Directors would like to place on record their sincere appreciation of the Company's customers, vendors, and bankers for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the state governments and other government agencies for their assistance and cooperation and look forward to their continued support in the future. Finally, the Board would like to express its gratitude to the members for their continued trust, cooperation, and support.