Dear Members,

The Board of Directors are pleased to present the 31^st Annual Report on the Business and Operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

(` In million)

COMPANY'S PERFORMANCE Standalone

During the Financial Year 2025-26, the Company, on a standalone basis, earned total revenue of `55,869.80 million as compared to `42,024.79 million in the previous year thereby registering a growth of 32.94 percent. The Profit

Before Tax during the year was `4,044.03 million as against

`1,537.55 million in the previous year, and Profit After during the year was `3,013.09 million as against `1,122.32 million in the previous year. The Profit After Tax registered growth of 168.47 percent.

Consolidated

On a consolidated basis the revenue of the Company during the Financial Year 2025-26 was `53,837.65 million, an increase of 29.33 percent from the previous year. The Profit Before Tax increased by 95.39 percent and Profit (after considering minority interest) increased by 104.26 percent as compared to the Financial Year 2024-25.

Transfer to Reserves

Your Directors propose to transfer `301.31 million of the current profits to the General Reserve.

a Dividend

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 (AGM), are pleased to recommend a dividend of ` 6/- (six) per equity share of face value `10/- (Rupees Ten only) each fully paid-up equity shares of the Company and pro-rata dividend on partly paid-up equity shares for the Financial Year ended

March 31, 2026.

Nature of Business

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 in-house projects as well as servicing external clients.

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

Completed Projects

During the year under review, the Company executed and handed over 8.24 million square feet real estate projects and 0.80 million square feet of contractual projects resulting in an aggregate development of 9.04 million square feet.

The Company has completed construction of 152.69 million square feet of area since its inception.

Tax

Ongoing Projects

The Company currently has projects aggregating 41.93 million square feet of developable area including 3.23 million square feet of ongoing contractual projects which are in various stages of construction.

The Company has a geographic footprint in 30 cities across 14 states in India.

Management Discussion and Analysis Report

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.

Material Changes and Commitments

In terms of Section 134(3) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's

Financial Position have occurred between the end of the

Financial Year to which the Financial Statements relate and the date of the report.

Financial Position and Performance of Subsidiaries, Joint Ventures, and Associates

During the year, the Board of Directors of the Company reviewed the affairs of theSubsidiaries, Joint Ventures, and Associates. In accordance with Section 129(3) of the

Companies Act, 2013, 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, Joint Ventures, and Associates of the Company in Form AOC-1, also forms part of the Notes to the Financial Statements. The highlights of the performance of Subsidiaries, Joint Ventures, and Associates and their contribution to the overall performance of the Company are included as part of the 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

Changes in Subsidiaries, Joint Ventures, and Associates

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. The Company has one Joint Venture with Kondhwa Projects LLP. During the year under review, Sobha Highrise Ventures Private Limited ("SHVPL"), er First and Final Call and subsequent reminder- Aft a wholly owned subsidiary of the Company acquired 20.03% equity shares of Constrobot Robotics Private Limited

("CRPL") on October 17, 2025. With the acquisition of the said equity shares, CRPL has become an associate of SHVPL.

Additionally, pursuant to approval received from the Ministry of Corporate Affairs on May 01, 2025, the name of BNB Builders Private Limited (one of the step down subsidiaries of the Company) has been changed to Sobha

Commercial Private Limited. During the year under review, Registered Office of Sobha Commercial Private Limited has been shifted from Delhi to Karnataka.

A. Shar e Capital

The authorized share capital of the Company is ` 2,000,000,000, divided into 150,000,000 equity shares of ` 10 each and 5,000,000 preference shares of ` 100 each. At the beginning of the year under review, the issued, subscribed, and paid-up capital was ` 1,069,362,925.00 divided into 106,918,751 fully paid-up equity shares of ` 10 each and 35,083 partly paid-up shares of ` 5 each. During the year under review, the Company issued reminder notice for receipt of call money and allotted up to 14,226 partly paid-up equity shares of face value of `10 each of the company ("rights equity shares") for cash at a price of `1,651 per rights equity share (including a premium of `1,641 per rights equity share) ("issue price"). As on March 31, 2026, the

Company's issued, subscribed, and paid-up capital of the Company remained at ` 1,069,434,055.00 divided into 106,932,977 fully paid-up equity shares of ` 10 each and 20,857 partly paid-up shares of ` 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.

B. Right s Issue

During the Financial Year 2025 26, the Company continued actions in relation to the Rights Issue of equity shares approved in the previous Financial Year, particularly with respect to receipt of pending call monies, conversion into fully paid-up equity shares, and obtaining requisite listing and trading approvals.cum-forfeiture notices issued to shareholders during the Financial Year 2024-25, 35,083 partly paid shares were pending as on March 31, 2025. The Company has further issued two more reminder cum forfeiture notices and received call money in respect of 6,881 and 7,345 partly paid-up equity shares during the year under review. These shares were converted into fully paid-up equity shares on May 15, 2025 and October 17, 2025 respectively.

The Board informs the Members that the Rights Issue proceeds have been utilized for the purposes stated in the Letter of Offer, and there has been no deviation or variation in the utilization of proceeds. The balance partly paid-up equity shares, in respect of which call money remains unpaid, are being dealt with in accordance with the terms of the Issue and applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018, as applicable.

The Board places on record its appreciation to the Members for their continued support and participation in the Rights Issue of the Company. The Company envisaged the proposed rights issue to be completed in the Financial Year 2026-27.

C. Debentures

The Company has not issued debentures or bonds during the year under review. There were no outstanding debentures as on March 31, 2026.

D. Depo sits

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 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Accordingly, no principal or interest was outstanding as on the date of this report, and the requirement to furnish details of non-compliant deposits under Chapter V of the Act is not applicable to the Company.

Investments

The particulars of loans, guarantees, and investments made by the Company under Section 186 of the Companies Act, 2013, during the year under review are detailed in Notes to Accounts of the Financial Statements.

Protection Fund

In compliance with Section 124 of the Companies Act, 2013 the dividends pertaining to Financial

Year 2017-18 which were lying unclaimed with the

Company were transferred to the Investor Education and Protection Fund during Financial Year 2025-26.

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, 5,219 (Five thousand and two hundred nineteen) 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.

A. Composition of the Board of Directors

As on March 31, 2026, the Board of Directors of the Company comprises seven Directors, four are Non-Executive Independent Directors including one-Woman Independent Director, One Non-Executive Non-Independent Director and Two Whole Time Directors 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.

B. Chang es in Directors and Key Managerial Personnel

No Director has been appointed or ceased to be a Director of the Company during the year under review.

In accordance with the provisions of Sections

2(94), 196, 197, 198, 203 and Schedule V and other applicable provisions of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI LODR Regulations, the Board of Directors, based on the recommendation of the Nomination, Remuneration and Governance Committee at its meeting held on May 04, 2026, has approved the re-appointment of Mr. Jagadish Nangineni (DIN: 01871780) as Whole-time Director designated as Managing Director and Key Managerial Personnel (KMP), for a further period of five years commencing from April 1, 2027 to March 31, 2032, liable to retire by rotation, on such terms and conditions including remuneration as recommended by the Nomination, Remuneration and Governance Committee and approved by the Board, subject to the approval of the Members at the ensuing AGM. The Board has also approved the revision in remuneration payable to Mr. Jagadish Nangineni with effect from April 1, 2027, subject to the approval of the Members at the ensuing Annual General Meeting.

Accordingly, the resolution seeking approval of the Members for the re-appointment and revision in remuneration of Mr. Jagadish Nangineni forms part of the Notice convening the ensuing AGM, along with his brief profile and other details as required under applicable provisions. Further, pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, the

Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI LODR Regulations, the Board of Directors of the Company, based on the recommendation of the Nomination, Remuneration and Governance Committee and considering the performance evaluation, skills, experience, knowledge and the valuable contributions made by Mr. Raman Mangalorkar during his tenure, is of the view that his continued association would be beneficial to the Company. Accordingly, Board at its meeting held on May 4, 2026, has approved the re-appointment of

Mr. Raman Mangalorkar (DIN: 01866884) as a Non-

Executive Independent Director of the Company for a second term of five consecutive years commencing from April 1, 2027 to March 31, 2032, subject to the approval of the Members at the ensuing AGM.

Accordingly, the resolution seeking approval of the Members for the re-appointment of Mr. Raman Mangalorkar as a Non-Executive Independent Director forms part of the Notice convening the ensuing AGM, along with his brief profile details as required under applicable provisions.

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 are the Key Managerial Personnel (‘KMP') of the Company as on March 31, 2026. There was no change in the KMP during the year under review.

Rotation

Pursuant to the provision of the Section 152 of the Companies Act, 2013, Mr. Ravi PNC Menon (DIN: 02070036), Chairman and Non-executive Non-

Independent Director of the Company is liable to retire by rotation at the ensuing AGM 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 re-appointment of Mr. Ravi PNC Menon, as Director retiring by rotation.

The Notice convening the AGM includes the proposal for the re-appointment of Mr. Ravi PNC Menon as a Director of the Company. A brief resume of Mr. Ravi PNC Menon has been provided as an Annexure to the

Notice convening the AGM. Specific information about the nature of Mr. Ravi PNC Menon expertise in specific functional areas and the names of the companies in which he holds directorship and membership/ chairmanship of the Board Committees has also been provided in the Notice convening the AGM.

D. Number of meetings of the Board

During the year under review, the Board of Directors duly met four times on May 29, 2025, July 25, 2025, October 17, 2025, and January 16, 2026. The maximum interval between any two consecutive meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

E. Board Committees erent committees to diff TheBoardhasconstituted assist the Board in effectively discharging its functions and responsibilities. These committees are being diffroles in line with the applicable delegated provisions of the Companies Act, 2013 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.

F. Separate meeting of Independent Directors

In accordance with the provisions of the Act, a separate meeting of the Independent Directors of the Company was held on March 10, 2026.

G Performance Evaluation

In terms of Section 134 (3) (p) read with Articles

VII and VIII of Schedule IV of the Companies Act, 2013, the Rules made thereunder and the SEBI LODR Regulations, as amended from time to time, the formal annual evaluation has been made by the Board of its own performance 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 during the Financial Year 2025-26.

In order to evaluate the performance of the Board, Committees and individual directors the 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 was conducted through an internal questionnaire covering various aspects of the Board's functioning and effectiveness circulated amongst the Board members. While the Board evaluated its own performance and that of its committees as per the parameters laid down by the NRGC, the evaluations of Individual Directors was conducted in an objective manner. The Board assessed the performance, integrity, independence and expertise of the Independent Directors with a view to ensuring continued effectiveness and 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.

H. Dir ectors' Responsibility Statement

According to the information and explanations airs. 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 2025-26 and of the profit and loss 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 ectively; and eff 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.

I. Declaration by Independent Directors

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 proficiencyrequired to fulfil their duties as an Independent Directors.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules,

2014, all the Independent Directors have included their names in the databank of Independent Directors

Aff maintainedbytheIndianInstituteofCorporate

All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

Directorship/ Committee Positions.

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, 2026. 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, 2026, have been made by the Directors and reported in the Corporate Governance Report which forms part of the Annual Report.

A. S tatutory Audit

At the Twenty-seventh AGM 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 five years from the conclusion of twenty-seventh AGM till the conclusion of the thirty-second AGM.

The Statutory Auditors performed the audit during the Financial Year 2025-26 and expressed an Unmodified Opinion in the audit reports with respect to audited Financial Statements for the

Financial Year ended March 31, 2026. There are no qualifications or adverse remarks in the Statutory Auditors' Report which require any explanation from the Board of Directors.

B. Secr etarial Audit

At the Thirtieth AGM of the Company held on July 24, 2025, the members appointed Nagendra D Rao and Associates LLP, a peer reviewed Company Secretary Firm

(firm Registration no AAK 4698 Peer review certificate no 5827/2024) as Secretarial Auditor of the Company, for a period of five years from the conclusion of thirtieth AGM till the conclusion of the thirty-fifth AGM.

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 as Annexure A.

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

C. Co st Audit

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 accounts and records have been prepared and maintained by the Company for Financial Year 2025-26.

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 2025-26. In terms of Rule 14 of the Companies (Audit and Auditors) Rules,

2014, the remuneration payable to the Cost Auditors for

Financial Year 2025-26 is subject to ratification by the shareholders of the Company. The notice convening the AGM contains the proposal for ratification of the remuneration payable to the Cost Auditors.

The Cost Audit Report for the Financial Year 2024-25 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.

D. Int ernal Audit and Internal Financial

The internal audit function is responsible for providing independent assurance with regard to the efficiency of the Internal effectiveness,accuracy,and

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 actions taken on the deviations are 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.

E. R eporting of Fraud by Auditors:

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.

A. Corporate Governance

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 affirmingcompliance with the various conditions of Corporate Governance in terms of the SEBI LODR Regulations, is given in Annexure B to this report.

B. Code o f Conduct

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 2025-26 forms part of the Corporate Governance Report.

C. Nomination and Remuneration Policy

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. In terms of the requirement of Section

178(1) of the Companies Act, 2013 and SEBI LODR Regulations, 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 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-v2.pdf

D. Statement concerning development and implementation of risk management policy and framework of the Company.

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 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.

E. Corporate Social Responsibility Policy

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-evaluation policy-v2.pdf of the

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. The details of CSR Committee including composition, terms of reference etc. are provided in the Corporate Governance Report, which forms part of this Report.

F. Dividend Distribution Policy

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/2025/03/sobha-dividend-distribution-policy-v2.pdf

G. Vigil Mechanism

Pursuant to the provisions of Section 177(9) of mechanism the Companies Act, 2013, read with Rule 7 of the

Companies (Meetings of Board and its Powers) Rules,

2014, as amended and Regulation 22 of the SEBI LODR Regulations, 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/2024/04/Vigil-

Mechanism.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.

Standards

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.

Regulators / Courts

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.

C. Human Resources (HR)

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, 2026, the Company had an organizational strength of 4468 employees.

Managerial Personnel, and 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.

E. Disclo sure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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 and relevant Rules made thereunder, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. Details of complaints under the Act during the year under review are mentioned below: a) number of complaints of sexual harassment received in the year: NIL b) number of complaints disposed of during the year: NIL c) number of cases pending for more than ninety days: NIL

F. Cr edit Rating

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.

G. R elated Party Transactions

During the year, the Company did not enter into any contracts / arrangements / transactions with 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 2025-26 are detailed in the Notes to Accounts of the Financial Statements.

In terms of clause (h) of Section 134(3) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Company did not enter into any related party contracts or arrangements requiring disclosure under Section 188(1) of the Act. Therefore, there is no requirement to report any transaction in Form AOC-2.

H. Annual Returns

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/2026/06/2025-26-Annual-return-MGT-7.pdf

I. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgoings

In terms of Section 134(3) 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.

J. Business Responsibility and Sustainability Report (BRSR)

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 this report is available on the website of the Company (www.sobha.com).

K. A wards and Recognitions

During Financial Year 2025-26, the Company was conferred with various Awards and Recognitions, the details of which are given in a separate section in the Annual Report.

L. Additional Information to Shareholders

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.

M. De tails under Insolvency & Bankruptcy Code, 2016

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.

N. De tails of One Time Settlement and Valuation of Assets

During the Financial Year under review, the Company did not avail any One Time Settlement 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.

Acknowledgements

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.