The Directors have pleasure in presenting their 11^th Annual Report and Audited Accounts for the year ended March 31, 2025.

1. Financial Results/Financial Highlights

The financial results for the year ended March 31, 2025 and the corresponding figures for the previous year are as under:

2. Financial Statements

The financial statements of the Company have been
prepared in accordance with the Indian Accounting
Standards ("Ind AS”) as notified under Section 133 of the
Companies Act, 2013 read with the Companies Accounts
Rules, 2014 for the FY 2024-25. The standalone and
consolidated financial statements up to year ended March
31, 2024 were prepared in accordance with the accounting
standards notified under the section 133 of the Act, read
together with paragraph 7 of the Companies (Accounts)
Rules, 2014 ("Indian GAAP" or "Previous GAAP"). These
standalone and consolidated financial statements for the
year ended March 31, 2025 are the first set of financial
statements prepared in accordance with Ind AS. The date
of transition to Ind AS is April 01, 2023.

The standalone financial statements for the year ended
March 31, 2024 and the opening Balance Sheet as at
April 01, 2023 have been restated in accordance with
Ind AS for comparative information. Reconciliations and
explanations of the effect of the transition from previous
GAAP to Ind AS on the Balance Sheet, Statement of Profit
and Loss (including Comprehensive Income) and Cash Flow
Statement are provided in the financial statements.

Accounting policies have been consistently applied to
all the years presented. The Guidance Note on Division
II - Schedule III to the Companies Act, 2013 issued by the
Institute of Chartered Accountants of India ("ICAI") has
been followed in so far applicable. The estimates and
judgments relating to the 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 Company's state of affairs, profits and cash
flows for the year ended March 31, 2025.

3. Amount to be carried to reserve

During the year under review, no amount has been
transferred to general reserves.

4. Dividend

Your directors do not recommend any dividend for the year
2024-25.

In terms of Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘SEBI
Listing Regulations'), the Board has formulated and
adopted the Dividend Distribution Policy on December
11, 2024. The Dividend 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 Dividend Policy is available on
the Company's website at https://lotusdevelopers.com/
uploads/product/c22a635b8092a5b6dc7c7b853887

5. State of Company’s Affairs and Future
Outlook

The Company's financial performance demonstrates
strong and consistent growth. During the year under
review, the total revenue of the Company (on standalone
basis) was (amount in million) T 3,872.22 against (amount
in million) T 3,638.07 in the previous year. The Company
has earned a Profit after tax of (amount in million) T

1,961.38 compared to ^ 1,103.93 (amount in million) in the
previous year.

During the year under review, the total revenue of the
Company (on consolidated basis) was (amount in million)
^ 5,496.82 against (amount in million) ^ 4,615.75 in the
previous year. The Company has earned a Profit after tax
of (amount in million) ^ 2,278.86 compared to ^ 1,191.44
(amount in million) in the previous year.

The figures for the previous year have been restated
according to the Ind AS.

6. Material Events during the year

Initial Public Offering (IPO) and Listing

On August 06, 2025, the equity shares of your Company got
listed on National Stock Exchange of India Limited and BSE
Limited, post successful Initial Public Offer of 52,813,724
equity shares of face value of ^ 1/- each of the Company for
cash at a price of ^ 150/- per share (including a premium of ^
149/- per share) aggregating to ^ 7920 million consisting of
fresh issue of 52,666,666 equity shares of face value of ^ 1/-
each at a price of ^ 150/- per share (including a premium of
^ 149/- per share) aggregating to ^ 7900 million and 147,058
equity shares of face value of ^ 1/- each aggregating to ^ 20
million, for subscription by eligible employees (A discount
of up to 9.33% to the Issue Price, equivalent of ^14.00 per
Equity Share was offered to Eligible Employees). The Issue
constituted 10.81% of the Post-Issue Paid-Up Equity Share
Capital of our Company. Your Company completed its IPO
successfully with participation of several leading domestic
and global institutional investors as well as NRIs, HNIs,
retail investors and 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, Book
Running Lead Managers, Stock Exchanges, Depositories,
Counsels, Consultants, Auditors, other intermediaries

and employees of the Company for making the IPO of the
Company a grand success

7. Change in Share Capital

Authorized Share Capital:

As on March 31, 2025 the authorized share capital of the
Company is ^ 56,10,00,000 divided into 55,10,00,000 equity
shares of ^ 1/- each and 10,000 Non-Convertible preference
shares of ^ 1,000/- each and the paid-up capital of the
Company is 44,59,09,986 divided into 43,59,09,986 equity
shares of ^ 1/- each and 10,000 Non-Convertible preference
shares of ^ 1,000/- each.

During the year under review, the authorized share capital
of the Company was increased as follows:

• from ^ 30,00,00,000 divided into 30,00,00,000 equity
shares of ^ 1/- each to ^ 55,00,00,000 divided into

55.00. 00.000 equity shares of ^ 1/- each, pursuant to
Ordinary resolution dated November 18, 2024;

• from ^ 55,00,00,000 divided into 55,00,00,000 equity
shares of ^ 1/- each to ^ 56,10,00,000 divided into

55.10.00. 000 equity shares of ^ 1/- each and 10,000
Non-Convertible preference shares of C 1000/-
each, pursuant to RD Order No. RD/WR/Sec.233/
AKP/AB1348225/2024/8192 dated 30/10/2024 for
approval of scheme of amalgamation of Tryksha
Projects Private Limited (Transferor Company No. 1),
Veer Savarkar Projects Private Limited (Transferor
Company No. 2), Zinnia Projects Private Limited
(Transferor Company No. 3) and Sri Lotus Developers
and Realty Holdings Private Limited (Formerly
known as “Sri Lotus Value Realty Private Limited”)
(Transferor Company No. 4) into Sri Lotus Developers
and Realty Limited (Erstwhile “AKP Holdings Private
Limited”) (Transferee Company) (hereinafter
referred as “Scheme”).

Paid-up Share Capital:

During the year under review, the paid-up share capital of

the Company was increased as follows:

• The Company has allotted 46,46,900 equity shares of
R 1/- each at an issue price of R 300/- each (including
a premium of R 299/- per share) through private
placement on September 16, 2024;

• The Company has issued 20,46,46,900 Bonus shares
to Existing shareholders in the proportion of 1 (one)
Equity shares for every 1 (one) existing Equity shares

held by members from out of profit and reserve on
November 29, 2024;

• The Company has allotted 10,000 Non-Convertible
Redeemable Preference shares of C 1,000/- each
pursuant to RD Order No. RD/WR/Sec.233/AKP/
AB1348225/2024/8192 dated 30/10/2024 for approval
of the Scheme.

• The Company has allotted 2,66,16,186 equity shares
of R 1/- each at an issue price of R 150/- each (including
a premium of R 149/- per share) through private
placement on December 14, 2024;

8. Alteration to Memorandum and Articles of
Association

Alteration of Memorandum of Association

During the year under review, the alteration in the
Memorandum of Association of the Company are
as follows:

Clause V of the MOA was amended to reflect the increase
in the authorized share capital of the Company from
R30,00,00,000 (Rupees Thirty Crores Only) divided into

30,00,00,000 (Thirty Crores) eq uity shares of Re. 1/- (Rupee
One) each to R55,00,00,000 (Rupees Fifty-Five Crores Only)
divided into 55,00,00,000 (Fifty Five Crores) equity shares
of Re. 1/- (Rupee One) each.”

Clause V of the MOA was amended to reflect the RD Order
No. RD/WR/Sec.233/AKP/AB1348225/2024/8192 dated
October 30, 2024, for approval of scheme of amalgamation
of Tryksha Projects Private Limited (Transferor Company
No. 1), Veer Savarkar Projects Private Limited (Transferor
Company No. 2), Zinnia Projects Private Limited (Transferor
Company No. 3) and Sri Lotus Developers and Realty
Holdings Private Limited (Transferor Company No. 4) into
AKP Holdings Private Limited (Transferee Company).

“The authorized share capital of the Company increased
from R 55,00,00,000 (Rupees Fifty-Five Crores Only) divided
into 55,00,00,000 (Fifty Five Crores) equity shares of Re. 1/-
(Rupee One) each to R56,10,00,000 (Rupees Fifty six crores
ten lakh) divided into 56,10,00,000 (Fifty six crores ten lakh)
equity shares of Re. 1/- each and 10,000 (Ten thousand
preference shares of R1000/- each)”

Clause I of the MOA was amended to reflect change in the
name of the Company from “AKP Holdings Private Limited”
to “AKP Holdings Limited”, pursuant to special resolution
passed at the Extra-Ordinary General Meeting of the
Company held on November 26, 2024 due to conversion of
the Company from a Private Limited Company to a Public
Limited Company and references to the Company were
accordingly updated in the MOA.

Pursuant to approval of the members of the Company at
their EGM held on December 12 2024, Clause I of the MOA
was further amended to reflect the change in name of
the Company from “AKP Holdings Limited” to “Sri Lotus
Developers and Realty Limited”.

Alteration of Articles of Association

During the year under review, the alteration in the Articles
of Association (AOA) of the Company are as follows:

On November 26, 2024 pursuant to proposed Initial
Public Offer of the Company a special resolution passed
at the Extra-Ordinary General Meeting to align the AOA
with the requirements of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“SEBI

Listing Regulations”), and the stock exchanges where the
equity shares of the Company were subsequently listed.

9. Merger with Wholly Owned Subsidiaries

Four wholly owned subsidiaries of the Company, viz.,
Tryksha Projects Private Limited, Veer Savarkar Projects
Private Limited, Zinnia Projects Private Limited and Sri
Lotus Developers and Realty Holdings Private Limited
(Erstwhile “Sri Lotus Value Realty Private Limited”) were
merged with the Company pursuant to RD Order No. RD/
WR/Sec.233/AKP/AB1348225/2024/8192 dated October
30, 2024.

10. Change in the nature of Business

During the year under review, there have been no changes
in the nature of business of the Company.

11. Change in the Registered office address of
the Company

For operational efficiency the registered office of the
Company was shifted to 503, Signature, Suresh Sawant
Road, Off. Veera Desai Road, Andheri (W), Mumbai,
Maharashtra - 400053 and 5^th & 6^th Floor, Lotus Tower, 1
Jai Hind Society, N. S. Road No. 12/A, JVPD Scheme, Juhu,
Mumbai, Maharashtra - 400049 on May 06, 2024 and
December 07, 2024 respectively.

12. Capital Expenditure

As at March 31, 2025, the net value of property, plant and
equipment, and other intangible assets, including leased
assets, are C 32.75 million. Capital Expenditure during
FY 2024-25 is C 12.39 millions.

13. Deposits

The Company has neither accepted nor renewed any
deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Rules
framed thereunder.

14. Subsidiary, Joint Venture and Associate
Company

As on March 31, 2025, the Company has 16 subsidiary
companies including 3 Limited Liability Partnership Firms,
10 wholly owned subsidiaries, 1 step down subsidiary
and 2 subsidiaries in accordance with Section 2(87) of the
Companies Act, 2013. A statement containing the salient
features of the financial statement of the subsidiaries and
Limited Liability Partnership Firms and its contribution
to the overall performance of the Company is provided
in Annexure A. There has been no material change in
the nature of the business activities of the subsidiaries
and associates.

Further, during the year under review, four wholly owned
subsidiaries ceased to be the subsidiary of the Company,
namely, Tryksha Projects Private Limited, Veer Savarkar
Projects Private Limited, Zinnia Projects Private Limited
and Sri Lotus Developers and Realty Holdings Private
Limited (Erstwhile “Sri Lotus Value Realty Private
Limited”).

During the year under review, your Company has acquired
100% stake in Kunika Projects Private Limited. Pursuant to
the said acquisition, Kunika Projects Private Limited is now
wholly owned subsidiary of the Company.

15. Corporate Governance

A report on Corporate Governance forms part of this
Annual Report. The details of Committees of the Board,
their composition, terms of reference and details of such
committee meetings held during the year are provided in
the Corporate Governance Report.

16. Management Discussion and Analysis
Report

The Management Discussion and Analysis Report for the
year under review, is presented in a separate section which
forms part of this report.

17. Particulars of loans given, investments
made, guarantees given, or security
provided by the Company

The Company has disclosed the full particulars of the loans
given, investments made or guarantees given or security
provided as required under Section 186 of the Companies
Act, 2013 in Note no. 49 to the accounts forming part of
the financial statements.

18. Particulars of Contracts or Arrangements
with related parties

The Company has adopted a Related Party Transactions
Policy. The Audit Committee reviews this policy from time
to time and also reviews and approves all related party
transactions (‘RPTs'), to ensure that the same are in line
with the provisions of applicable law and the Related
Party Transactions Policy. The policy on Materiality of and
dealing with Related Party Transactions as approved by
the Board is uploaded on the Company's website at https://
lotusdevelopers.com/investor-relations .

All the transactions entered by the Company during
the financial year under review with the related parties
referred to in Section 188 of the Act were in the ordinary
course of the business and on the arm's length basis.
Further details pertaining to related party transactions are
reported /stated in the Note no. 52 to the Accounts of the
Standalone Financial Statements of the Company which

forms part of the Annual Report. The disclosure of Related
Party Transactions as required under Section 134(3) (h)
of the Act, in Form AOC-2 forms part of this Report and is
placed at ‘Annexure-‘B'.

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

19. Designated Person for the purpose of
Declaration of Beneficial Interest in the
Shares of The Company:

Pursuant to amendment in the Rule 9(4) of Companies
(Management and Administration) Rules, 2014, every
Company required to designate a person who shall be
responsible for furnishing, and extending co-operation
for providing, information to the Registrar or any other
authorized officer with respect to beneficial interest in
shares of the company.

Accordingly, the Company has designated Mr. Ankit Kumar
Tater, CS of the Company to be a Designated Person for the
purpose of declaration of beneficial interest in the shares
of the Company.

20. Material changes and commitments
affecting the financial position of the
Company, between the end of the financial
year and the date of the report

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

21. Details of Directors and Key Managerial
Personnel appointed/resigned during the
year:

As on March 31, 2025, the Board comprised the MD,
1 Executive Director, 1 Non-Executive Director and 3
Independent Directors, including one Woman Independent
Director. The constitution of the Board of the Company is
in accordance with Section 149 of the Act, and Regulation
17 of SEBI Listing Regulations.

During the year under review, the changes in Directors and
Key Managerial Personnels is as follows:

• The Board of Directors appointed the existing
Director of the Company Mr. Anand Kamalnayan
Pandit (DIN:00015551) as Managing Director of the
Company for a period of 5 (Five) years, with effect
from December 11, 2024. The appointment of
Mr. Anand Kamalnayan Pandit was approved by the

members in the Extraordinary General Meeting held
on December 12, 2024

• Ms. Ashka Anand Pandit (DIN:10594507) was
appointed as Additional Director of the Company
on May 06, 2024 and her appointment was
regularized by the members of the Company in the
10^th Annual General Meeting of the Company held
on September 25, 2024. The Board of Directors
changed the designation of Ms. Ashka Anand Pandit
(DIN:10594507) from Director to Whole Time Director
of the Company for a period of 5 (Five) years, with
effect from December 11, 2024. The appointment
of Ms. Ashka Anand Pandit was approved by the
members in the Extraordinary General Meeting held
on December 12, 2024.

• Mrs. Roopa Anand Pandit (DIN:01565535) was
redesignated as Non-Executive Non-Independent
Director with effect from December 10, 2024 and
the same was approved by the members in the
Extraordinary General Meeting held on December
12, 2024.

• Mr. Madhukant Girdharlal Sanghvi (DIN:
02599305), was appointed as Additional Non¬
Executive Independent Director of the Company
w.e.f. December 10, 2024. The appointment of
Mr. Madhukant Girdharlal Sanghvi was regularized by
the members in the Extraordinary General Meeting
held on December 12, 2024.

• Mr. Ved Prakash Bhardwaj (DIN: 00175814), was
appointed as Additional Non-Executive Independent
Director of the Company w.e.f. December 10, 2024.
The appointment of Mr. Ved Prakash Bhardwaj was
regularized by the members in the Extraordinary
General Meeting held on December 12, 2024.

• Mrs. Priti Shashinbhai Desai (DIN: 10837805), was
appointed as Additional Non-Executive Independent
Director of the Company w.e.f. December 10, 2024.
The appointment of Mrs. Priti Shashinbhai Desai was
regularized by the members in the Extraordinary
General Meeting held on December 12, 2024.

• Mr. Sanjay Kumar Jain was appointed as Chief
Executive Officer of the Company, w.e.f. December
02, 2024.

• Mr. Rakesh Kailash Gupta was appointed as Chief
Financial Officer of the Company, w.e.f. December
02, 2024.

• Mrs. Dimple Kamal Dalia resigned as Director of the
Company w.e.f. November 13, 2024.

• Mr. Paarth Deepak Chheda (DIN: 06430713) was
appointed as Additional Director of the Company on
May 06, 2024 and his appointment was regularized
by the members of the Company in the 10^th Annual

General Meeting of the Company held on September
25, 2024. Mr. Paarth Deepak Chheda resigned as
Director of the Company w.e.f. November 13, 2024.

The terms and conditions of appointment of Independent
Directors are available on the website of the Company
at https://lotusdevelopers.com/uploads/product/
d046598867bec0f3d7d8de86d7279f1d_1.pdf The Board
is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience,
expertise and hold highest standards of integrity.

Further, Mr. Madhukant Girdharlal Sanghvi and Mr. Ved
Prakash Bhardwaj are exempted from attempting the
online proficiency test in accordance with the second
proviso to Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014 as amended from
time to time. Mrs. Priti Shashinbhai Desai was enrolled in
the Independent Directors' Databank w.e.f. November 15,
2024 and is yet to take the online proficiency test.

Section 152 of the Act provides that unless the Articles
of Association provide for retirement of all directors at
every AGM, not less than two-third of the total number of
directors of a public company (excluding the Independent
Directors) shall be persons whose period of office is liable
to determination by retirement of directors by rotation, of
which one-third are liable to retire by rotation. Accordingly,
Mr. Anand Kamalnayan Pandit (DIN: 00015551) will retire by
rotation at the ensuing AGM and being eligible, has offered
himself for re-appointment.

22. Number of Meetings of the Board of
Directors

During the Financial Year, the Board met on 15 occasions.
The gap between two consecutive Board Meetings was
within the limits 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 given in the Corporate
Governance Report which forms part of this Report.

23. Committees of the Board

Details of the Committees of the Board relating to their
composition, constitution, meetings and roles of the
Committees are given in the Corporate Governance
Report which forms part of this Report.

24. Independent Directors’ Meeting

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 March 29, 2025. As per
the provisions of section 149 read with schedule IV of
the Act, at the said Independent Directors meeting, the

Independent Directors reviewed the performance of the
Chairman, Non-Independent Directors, the Executive
Directors and the performance of the Board as a whole.

All the independent directors were present at the
said meeting.

25. Directors’ Responsibility Statement

The Directors would like to inform the Members that
the Audited Financial statements for the financial year
ended 31^st March, 2025 are in full conformity with the
requirement of the Companies Act, 2013. The Financial
Statements are audited by the Statutory Auditors, M/s. T.
P. Ostwal & Associates LLP, Chartered Accountants.

The Board of Directors of the Company confirms that:

a) In the preparation of Annual Accounts, the applicable
accounting standards have, been followed along with
proper explanation relating to material departures;

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 at the end of the financial year 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, had 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
were 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.

26. Compliance with Secretarial Standards on
Board Meetings and General Meetings

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Board Meetings and General Meetings.

27. Employee Stock Option Scheme

During the year under review, the Board of Directors
approved “Sri Lotus Developers Employee Stock Option

Scheme” for the employees of the Company and the
subsidiary companies. Same was approved by the
members at the Extraordinary General Meeting of the
Company held on January 29, 2025.

The Company has not granted any stock options during
the year under review.

28. Protection of Women at workplace

The Company has in place a policy for protection of
Women at workplace and prevention of the sexual
harassment in accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received
regarding sexual harassment. All the employees (whether
temporary, contractual, permanent or trainees) of the
Company are covered under this policy.

The Company did not receive any complaint during the
year under review.

29. Maternity Benefits

The Company has complied with all applicable provisions
of the Maternity Benefit Act, 1961, during the financial
year 2024-25. The Company is committed to providing a
supportive and inclusive workplace, and ensures that all
eligible women employees are granted maternity benefits
as prescribed under the Act.

The necessary facilities and leave entitlements have been
extended in accordance with statutory requirements,
reaffirming our commitment to the health, well-being, and
rights of our women employees.

30. Auditors Report

The Auditors report to the shareholders does not contain
any qualification, observation or comment or remark(s)
which have an adverse effect on the functioning of
the Company. Notes to accounts and other remarks
in their report are self- explanatory and do not call for
further comments.

31. Statutory Auditors

I n view of the proposed IPO of the Company, it was
required to appoint a peer reviewed firm as statutory
auditor of the Company. Since, the Statutory Auditors
of the Company, i.e., M/s Sanjay & Vijay Associates (FRN.
120123W) were not peer reviewed, they resigned from the
office of the Statutory auditors on October 09, 2024.

Due to the casual vacancy caused in the office of Statutory
Auditor, the Board of Directors, at their meeting held on
October 17, 2024 appointed M/s T. P. Ostwal & Associates
LLP, Chartered Accountants (Firm Registration No.
124444W/100150W) as the statutory auditors of the

Company to hold the office of statutory auditors till the
conclusion of the Annual General Meeting (“AGM”) of
the Company to be held in Calendar year 2025 and the
said appointment was approved by the members of the
Company in the extraordinary general meeting of the
Company held on October 21, 2024.

Further, the Board of Directors at their meeting held
on April 28, 2025 recommended to the members of the
Company the appointment of M/s T. P. Ostwal & Associates
LLP, Chartered Accountants (Firm Registration No.
124444W/100150W), as the Statutory Auditors of the
Company for a period of 5 (Five) years commencing form
the conclusion of the AGM to be held in Calendar year 2025
till the conclusion of the AGM to be held in Calendar year
2030. The Company has received a confirmation letter from
M/s T. P. Ostwal & Associates LLP, Chartered Accountants
(Firm Registration No. 124444W/100150W) to the effect
that their appointment, if made, will be within the limits
prescribed under the Companies Act, 2013.

Further, they have confirmed that they are not disq ualified
for appointment as per the provisions of the Act and they
hold a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India (ICAI).
The Board recommends their appointment as Statutory
Auditors of the Company for a period of 5 (five) years
commencing from the Financial Year 2025-26 to 2029-30.

32. Internal Auditors

For the financial year under review, the Company was not
required to appoint internal auditors in terms of Section
138 of the Companies Act, 2013.

The Company has appointed M/s Sanjay & Vijay Associates,
Chartered Accountants, Mumbai, as an Internal Auditor of
the Company for the financial year 2025-26.

33. Secretarial Auditor

For the financial year under review, the Company was not
required to appoint secretarial auditors in terms of Section
204 of the Companies Act, 2013.

Further, Pursuant to SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment)
Regulations, 2024, which came into effect on December
13, 2024, significant amendments were introduced to the
SEBI LODR Regulations, including Regulation 24A(1b),
which mandates that listed entities appoint or re-appoint
a Peer Reviewed Secretarial Auditor for a continuous term
of 5 years, subject to approval by the shareholders at the
Annual General Meeting (AGM).

Keeping in view of the proposed listing of Company's equity
shares on the Stock Exchanges, the Audit Committee and
the Board of Directors have approved and recommended
the appointment of Vishal N Manseta, a peer reviewed
Practicing Company Secretary (COP: 8981 and Peer Review

No.: 1584/2021) as the Secretarial Auditors of the Company
for a term of 5 (Five) consecutive years from the FY 2025-26
till FY 2029-30, subject to the approval of the Members at
ensuing AGM.

Brief profile and other details of Vishal N Manseta, a peer
reviewed Practicing Company Secretaries (COP: 8981 and
Peer Review No.: 1584/2021), are disclosed in the AGM
Notice approved by the Board. They have given their
consent to act as Secretarial Auditors of the Company
and have confirmed their eligibility for the appointment.
The Secretarial Auditors have confirmed that they have
subjected themselves to the peer review process of
Institute of Company Secretaries of India (ICSI) and
hold valid certificate issued by the Peer Review Board of
the ICSI.

34. Frauds reported by Auditors

The Auditors of the Company have not reported any
frauds as specified under Section 143(12) of the Companies
Act, 2013.

35. Cost Auditors

In terms of section 148 of the Act, read with Companies
(Cost records and audits) Rules, 2014, as amended, your
Company is covered under the ambit of mandatory cost
audit. On the recommendation of the Audit Committee,
the Board of Directors has appointed M/s. Ankit Kishor
Chande, Cost Accountant (Membership no. 34051) as the
Cost Auditors, to carry out the cost audit for the Company
in relation to the financial year from 2025-26. The Company
has received consent from M/s. Ankit Kishor Chande for
their appointment.

The members' consent is sought at the ensuing Annual
General Meeting for ratification of the remuneration of
the Cost Auditor for the financial year 2025-26.

36. Policy on Appointment of Directors and
their Remuneration

The Board has framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. The Nomination and Remuneration Policy
is available at https://lotusdevelopers.com/uploads/
product/8b1df0c2e5b7f1dad397fa869b626018_1.pdf

37. Internal Financial Controls

The Board of Directors of the Company is responsible
for ensuring that Internal Financial Controls have been
laid down in the Company and that such controls are
adequate and operating effectively. The Internal Financial
Controls are based on the industries code of conduct,
policies and procedures adopted by the Management,
corporate strategies, management reviews and the risk
management framework.

The Company's Internal Financial Controls are
commensurate with the nature of its business, the size, and
complexity of its operations and such Internal Financial
Controls with reference to the Financial Statements are
adequate and operating effectively.

38. Risk Management Policy

The Company has formulated a risk management policy
and has in place a mechanism to inform the Board Members
about risk assessment and minimization procedures and
periodical review to ensure that executive management
controls risk by means of a properly designed framework.

39. Details of Significant & 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
Company's operations in future.

40. 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
Companies Act, 2013 read with Rule 8 of Companies
(Accounts) Rules, 2014, the extent as are applicable to the
Company, are as follows:

Conservation of energy

Technology Absorption

4 The expenditure incurred on NIL
research and development

No technology has been absorbed, developed and/or imported by
way of foreign collaboration.

Foreign Exchange earnings and outgo

During the year under review, the Company has “NIL”
foreign exchange earnings and outgo.

41. Performance Evaluation of the Board, its
Committees and Directors

The Nomination & Remuneration Committee (NRC) of
the Board reassessed the framework, methodology and
criteria for evaluating the performance of the Board
as a whole, including Board committee(s), as well as
performance of each director(s) and confirms that the
existing evaluation parameters are in compliance with
the requirements as per Schedule IV to the Companies
Act, 2013 on Board evaluation. The existing parameters
includes effectiveness of the Board and its committees,
decision making process Directors/members participation,
governance, independence, quality and content of agenda
papers, frequency of meetings, discussions at meetings,
corporate culture, contribution, role of Chairman and
management of conflict of interest.

Basis these parameters, the NRC had reviewed at length
the performance of each director individually and
expressed satisfaction on the process of evaluation and
the performance of each Director. The performance
evaluation of the Board as a whole and its committees,
namely Audit Committee, Nomination & Remuneration
Committee and Stakeholders' Relationship Committee,
as well as the performance of each director individually,
including the Chairman, was carried out by the entire
Board of Directors. The performance evaluation of Non¬
Independent Directors and the Board as a whole was
carried out by the Independent Directors.

42. Declaration by Independent Directors

The Board has received declarations from the Independent
Directors as per the requirement of section 149(7) of the
Act, that there has been no change in the circumstances
which may affect their status as independent director
during the year and the Board is satisfied that the
Independent Directors meet the criteria of independence
as mentioned in section 149(6) of the Act.

43. Corporate Social Responsibility

The Company has adopted a Corporate Social Responsibility
(CSR) Policy in accordance with the Companies Act,
2013. The company recognizes its responsibility toward
the community and aims to contribute to inclusive and
sustainable development, beyond just business profits.

During the year under review, the Company has spent R
1,24,20,000 towards CSR, details of which are attached
as Annexure C to this report in the format prescribed in
the Companies (Corporate Social Responsibility Policy)
Rules, 2014. The CSR policy of the Company is available
at https://lotusdevelopers.com/uploads/product/
c0e4678382151cb98bb8764366dc46e0_1.pdf

44. Policy On Directors’ Appointment And
Remuneration

The Company's policy on Directors' appointment
and remuneration and other matters provided in
section 178(3) of the Act is posted on the website of
Companies at https://lotusdevelopers.com/uploads/
product/8b1df0c2e5b7f1dad397fa869b626018_1.pdf.

Further, the details of the remuneration paid to the
Directors is as follows:

1. Executive Directors

Name Salary (In ?) Perquisites I°^tal .

Remuneration

Ms. Ashka 46,16,000 - 46,16,000

Anand Pandit
2. Non-Executive Directors

45. Particular of Employees

The particulars of employees as required to be given
under Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is as follows:

47. Annual Return

The Annual Return of the Company on its website as on
31^st March 2025 in form MGT-7 in accordance with Section
92(3) of the Act read with the Companies (Management
and Administration) Rules, 2014, is available at https://
lotusdevelopers.com/investor-relations.

48. Business Responsibility and Sustainability
Report (BRSR)

As the Company is listed on Stock Exchanges on August
06, 2025, publication of Business Responsibility and
Sustainability Report (“BRSR”) pursuant to Regulation
34(2)(f) of the Listing Regulations is not mandatory for
Company for FY 2024-25.

49. Corporate Insolvency Resolution process
initiated under the Insolvency and
Bankruptcy Code, 2016 (IBC)

The Company has neither filed any application nor any
proceeding is pending against the Company under the
Insolvency and Bankruptcy Code, 2016, during FY 2024-25.

50. Disclosure under rule 8(5)(XII) of the
Companies (Accounts) Rules, 2014 relating
to difference between amount of valuation
done at the time of one time settlement
and valuation done while taking loan from
bank or financial institutions along with
the reasons thereof:

During the financial year under review, no such one-time
settlement and valuation was done in respect of any loan
taken by the Company from Banks / Financial Institutions.

51. Other Disclosures/Reporting

a) No disclosure or reporting is required in respect of
the following items as there were no transactions on
these items during the year under review:

• Issue of equity shares with differential rights as
to dividend, voting or otherwise.

• Buyback of shares.

• Scheme of provision of money for the purchase
of Company's own shares by employees or by
trustees for the benefit of employees

• Invitation or Acceptance of fixed Deposit from
public or shareholders

• Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

• Neither the Managing Director nor the Whole¬
Time Directors of the Company receive any
remuneration or commission from any of
its subsidiaries.

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

52. Acknowledgements

The Directors place on record their sincere appreciation
for the assistance and co-operation extended by Bank, its
employees, its investors and all other associates and look
forward to continue fruitful association with all business
associates of the Company.

For and on behalf of the Board

Sri Lotus Developers and Realty Limited

(Erstwhile “AKP Holdings Limited”)

(Erstwhile “AKP Holdings Private Limited”)

Anand Pandit Ashka Pandit

Chairman and Managing Director Whole Time Director

(DIN: 00015551) (DIN:10594507)

Date: August 26, 2025
Place: Mumbai