Sobha Ltd - Directors Report (2024)

Dear Members,

The Board of Directors are pleased to present the 29^thAnnual Report on the business and operations of the Company together with the AuditedFinancial Statements for the year ended March 31,2024.

BUSINESS AND OPERATIONS

A. BUSINESS OVERVIEW

SOBHA primarily operates across the following

business verticals:

• Real Estate - Development of residential and commercialproperties under SOBHA brand name.

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

• Manufacturing - Construction related production capabilitieslike Concrete, Glazing, Interiors etc., supporting in-house projects as well servicingexternal clients.

• Retail - Manufacturing and sale of Mattresses and other homefurnishing related product and packages.

A summary of completed and ongoing projects as on March 31, 2024 hasbeen provided in the Management Discussion and Analysis Report titled 'Management Report'which forms a part of the Annual Report.

B. FINANCIAL OVERVIEW

Standalone

During financial year 2023-24, the Company had

on a standalone basis, earned total revenues of 732,226.45 as comparedto 734,258.65 million in the previous year. The Profit before Tax during the year was7683.64 million as against ?1317.10 million in the previous year, and Profit after Taxduring the year was 746 5.69 million as against 7952.89 million in the previous year.

Consolidated

The consolidated revenues of the Company during the financial year2023-24 were 732,178.82 million, decrease of 5.42 per cent from the previous year. TheProfit before Tax decreased by 48.80 per cent and Profit after Tax (after consideringminority interest) decreased by 52.87 per cent as compared to the financial year 2022-23.

Transfer to Reserves

Your Directors propose to transfer 746.57 million of the currentprofits to the General Reserve.

Dividend

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

The Board of Directors, subject to the approval of the shareholders atthe ensuing Annual General

Meeting are pleased to recommend a dividend of ?3 per equity share of?10 each.

Material Changes and Commitments

In terms of Section 134(3) of the Act, except as disclosed elsewhere inthis report, no material changes and commitments which could effect the Companiesfinancial position have occurred.

C. OPERATIONAL OVERVIEW

Completed Projects

During the year under review, the Company executed and handed over 5.63million square feet real estate projects and 1.49 million square feet of contractualprojects resulting in an aggregate development of 7.12 million square feet.

The Company has completed construction of 128 million square feet ofarea since its inception.

Ongoing Projects

The Company currently has real estate projects aggregating 34.33million square feet of developable area. It has 4.05 million square feet of ongoingcontractual projects which are in various stages of construction.

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

Management Discussion and Analysis Report

In accordance with the requirements of the Listing Regulations, theManagement Discussion and Analysis Report titled 'Management Report' is presented in aseparate section in the Annual Report. The shareholders may refer to management report togain more understanding on industry in which the Company operates, operations of theCompany and various other aspects including risks and concerns, outlook and internalcontrols.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATES

FINANCIAL POSITION AND PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES, ANDASSOCIATES

In terms of Section 134 of the Act and Rule 8(1) of the Companies(Accounts) Rules, 2014, a statement containing the salient features of the financialstatements of the Subsidiaries, Joint Ventures and Associates of the Company in FormAOC-1, forms part of Annual Report. Pursuant to the provisions of Section 136 of the Act

read with Regulation 46 of the Listing Regulations, Audited FinancialStatements of the Company, including Consolidated Financial Statements, other documentsrequired to be attached thereto and Audited Financial Statements of each of thesubsidiaries, are available on the website of the Company and may be accessed athttps://www.sobha.com/investor-relations/#downloads

CHANGES IN SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATES

As on date, the Company has seven direct subsidiaries and fivestep-down subsidiaries. The Company also has an economic interest in a partnership firm,Sobha City, which has 6 subsidiaries. During the year under review, C.V.S. Tech ParkPrivate Limited (Associate Company) has become the wholly owned subsidiary with effectfrom February 14, 2024.

CAPITAL STRUCTURE

A. SHARE CAPITAL

The authorized share capital of the Company is ?2,000,000,000 dividedinto 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 fully paid upcapital was ?948,458,530 divided into 94,845,853 equity shares of ?10 each. During theyear under review the Company has neither issued equity shares with differential rights asto dividend, voting or otherwise nor shares (including sweat equity shares) to employeesof the Company under any scheme. Further, the Company has not issued convertible ornon-convertible securities or warrants and has not held any shares in trust for thebenefit 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. There was no changein the issued, subscribed, and fully paid up share capital of the Company during the yearunder review.

B. PROPOSED RIGHTS ISSUE

The Board of Directors of the Company (the "Board"), at itsmeeting held on January 22, 2024 considered and approved the issuance of equity shares ofthe Company (the "Equity Shares") for an amount not exceeding ?2,000 Crore(Rupees Two Thousand crore) by way of a rights issue to the eligible equity shareholdersof the Company. The Company envisaged the proposed rights issue to be completed in thefinancial year 2024-25.

C. DEBENTURES

The Company has not issued debentures or bonds during the year underreview. There were no outstanding debentures as on March 31, 2024.

D. DEPOSITS

The Company has neither invited nor accepted/ renewed any deposits fromthe public within the meaning of Section 73 and 74 of the Companies Act, 2013 (the"Act'') read with the Companies (Acceptance of Deposit) Rules, 2014, during the yearunder review. As such, no amount of principal or interest was outstanding as on the dateof this report.

E. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 124 of the Act the dividends pertaining tofinancial year 2015-16 which were lying unclaimed with the Company were transferred to theInvestor Education and Protection Fund during financial year 2023-24. The details ofunclaimed dividends transferred to the Investor Education and Protection Fund have beendepicted in the Corporate Governance Report which forms a part of the Annual Report.

As required under Section 124 of the Act and the Rules made thereunder,1,993 (one thousand nine hundred and ninety-three) equity shares, in respect of whichdividend 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 underreview. The details of the shares and shareholders are available on the Company's website.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. COMPOSITION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

As on March 31, 2024, the Board of Directors of the Company comprisedsix Directors, four are Non-Executive Independent Directors including one-womanIndependent Director, One Non Executive Non Independent Director and One Whole TimeDirector designated as Managing Director. The composition of the Board of Directors is incompliance with Regulation 17 of Listing Regulations and Section 149 of the Act.

B. CHANGES 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.

Mr. Vighneshwar G Bhat, Company Secretary & Compliance Officer (KeyManagerial Personnel) resigned from the company and ceased to be the Company Secretary ofthe Company with effect from close of business hours on October 19, 2023. Mr. Bijan KumarDash was appointed at the Board Meeting held on November 06 2023, as the Company Secretary& Compliance Officer (Key Managerial Personnel) of the Company with effect fromDecember 01, 2023.

C. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors duly met fivetimes on May 29, 2023, August 07, 2023, November 06, 2023, January 22, 2024, February 07,2024. The maximum interval between any two meetings did not exceed 120 days, as prescribedunder the Act.

D RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

Pursuant to the provision of the Section 152 of the Act, Mr. Ravi PNCMenon, Chairman and Non-executive Non-Independent Director of the Company is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offers himselffor the re- appointment. The Board of directors based on the recommendation of theNomination, Remuneration and Governance Committee has recommended the re-appointment ofMr. Ravi PNC Menon, as Director retiring by rotation.

The Notice convening the Annual General Meeting includes the proposalfor the re-appointment of Mr. Ravi PNC Menon as a Director of the Company. A brief resumeof Mr. Ravi PNC Menon has been provided as an Annexure to the Notice convening the AnnualGeneral Meeting. Specific information about Mr. Ravi PNC Menon's expertise in specificfunctional areas and the names of the Companies in which he holds directorship andmembership/ chairmanship of the Board Committees has also been provided in the Noticeconvening the Annual General Meeting.

E. BOARD COMMITTEES

The Board has constituted different committees to assist the Board ineffectively discharging its functions and responsibilities. These committees are beingdelegated different roles in line with the applicable provisions of the Act and Listing

Regulations, namely:

1. Audit Committee;

2. Nomination, Remuneration and Governance Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee;

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

At the Board Meeting held on February 7, 2024, the share transfercommittee of the Board constituted earlier was dissolved and the roles and responsibilityof the share transfer committee were transferred to Stakeholders Relationship Committee.In addition to the above, the Board at its meeting held on January 22, 2024 constituted a"Right Issue Committee" of the Board to decide detailed terms and conditions ofthe Company's proposed rights issue and matters connected or incidental thereto.

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

F. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of the Act, a separate meeting of theIndependent Directors of the Company was held on March 30, 2024.

G. PERFORMANCE EVALUATION

In terms of Section 134 (3) (p) read with Articles VII and VIII ofSchedule IV of the Act, the annual performance evaluations of the Board and that of itsstatutory committees like Audit Committee, Stakeholders' Relationship Committee,Nomination Remuneration and Governance Committee, Corporate Social ResponsibilityCommittee, Risk Management Committee, the Chairman, independent directors, and executivedirectors were carried out during the financial year 2023-24.

In order to evaluate the performance of the Board, Committees andindividual directors the Nomination, Remuneration and Governance Committee (NRGC) hasformulated criteria, pursuant to provisions of the Act, the Rules made thereunder and theListing Regulations, as amended

from time to time. Evaluation of functioning of the Board, Committees,independent directors, executive director and the Chairman are based on internalquestionnaire circulated amongst the Board members. While the Board evaluated its ownperformance as per the parameters laid down by the NRGC, the evaluation of IndividualDirectors was carried out as per the laid down parameters, anonymously in order to ensureobjectivity. The Board assessed the performance and the potential of each of theindependent directors with a view to maximizing their contribution to the Board. Theindependent directors of the Board also reviewed the performance of the Chairman,executive directors and the Board, at the separate meeting of the independent directorsespecially called for that purpose.

H. DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts, the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures;

ii. the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii. proper and sufficient care was taken for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 beenlaid down and such internal financial controls are adequate and operating effectively; and

vi. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

I. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors in their respective disclosures haveconfirmed that they are independent of the Management and not aware of any circ*mstancesor situation, which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties. Based on the disclosures received fromIndependent Directors, the Board of Directors has confirmed that they fulfilled conditionsspecified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.Further, the Board is of the opinion that the Independent Directors of the Company upholdhighest standards of integrity and possess requisite expertise and experience required tofulfil their duties as an Independent Directors.

J. CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/ COMMITTEEPOSITIONS.

Based on the disclosures received, none of the Directors on the Boardheld directorships in more than ten public companies and none of the Independent Directorsserved as an Independent Director in more than seven listed entities as on March 31, 2024.Further, Whole-time Director of the Company did not serve as an Independent Director inany other listed company. Necessary disclosures regarding Committee positions in otherpublic companies as on March 31, 2024, have been made by the Directors and reported in theCorporate Governance Report which forms part of the Annual Report.

AUDIT, AUDITORS AND ASSURANCE

A. STATUTORY AUDITOR

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

The Statutory Auditors performed the audit during the financial year2023-24 and expressed an unmodified opinion in the audit reports with respect to auditedfinancial statements for the financial year ended March 31, 2024. There are noqualifications or adverse remarks in the Statutory Auditors' Report which require anyexplanation from the Board of Directors.

B. SECRETARIAL AUDITOR

The Board of Directors, based on the recommendation of the AuditCommittee, had appointed Nagendra D Rao, Practicing Company Secretary bearing Certif?cateof Practice Number 7731 as the Secretarial Auditor of the Company for the financial year2023-24. The Secretarial Audit Report issued by Mr. Nagendra D Rao, in accordance with theprovisions of Section 204 of the Act is provided separately in the Annual Report (AnnexureA).

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

C. COST AUDITOR

The Board of Directors, based on the recommendation of the AuditCommittee, have appointed M/s. Gudi Srinivasarao & Co., Cost Accountants bearing FirmRegistration Number 004336 as the Cost Auditors of the Company for the financial year2023-24. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, theremuneration payable to the Cost Auditors for financial year 2023-24 is subject toratification by the shareholders of the Company. The notice convening the Annual GeneralMeeting contains the proposal for ratification of the remuneration payable to the CostAuditors.

The Cost Audit Report for the financial year 202223 was filed with theMinistry of Corporate Affairs, New Delhi within the due date prescribed under theCompanies (Cost Records and Audit) Rules, 2014. There are no qualifications or adverseremarks in the Cost Audit Report which require any explanation from the Board ofDirectors.

D. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

The internal audit function is responsible for providing independentassurance with regard to the effectiveness, accuracy and efficiency of the internalcontrol systems and processes in the Company. The internal audit function of the Companyis being performed by inhouse internal audit team. The internal audit is carried out basedon audit plan approved by the audit committee. Observations of the internal audit carriedout by the audit team get reviewed quarterly at the audit committee meeting and actionedtaken on the deviation get monitored to improve the efficiency in the overall businessoperation, processes and

governance. interna! Audit function helps the Company to accomplish itsobjectives by bringing a systematic, disciplined approach to evaluate and improve theeffectiveness of risk management, control and governance processes.

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

E. REPORTING OF FRAUD BY AUDITORS:

The Statutory Auditors, Secretarial Auditor and Cost Auditors have notreported any instance of fraud in respect of the Company by its officers or employeesunder Section 143(12) of the Act.

CORPORATE GOVERNANCE AND POLICIES

A. CORPORATE GOVERNANCE

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

A certif?cate from Mr. Nagendra D Rao, Practicing Company Secretaryaffirming compliance with the various conditions of corporate governance in terms of theListing Regulations is given in Annexure B to this report.

B. CODE OF CONDUCT

The Company has laid down a Code of Conduct for the Directors as wellas for all senior management of the Company. As prescribed under Regulation 17 of theListing Regulations, a declaration signed by the Managing Director affirming compliancewith the Code of Conduct by the Directors and senior management personnel of the Companyfor financial year 2023-24 forms part of the Corporate Governance Report.

C. NOMINATION AND REMUNERATION POLICY

The Nomination, Remuneration, and Governance Committee of the Board ofDirectors is responsible for recommending the appointment of the Directors and seniormanagement to the Board of Directors

of the Company. The Company has in place a Nomination and RemunerationPolicy containing the criteria for determining qualifications, positive attributes, andindependence of a Director and policy relating to the remuneration for the Directors, KeyManagerial Personnel, and senior management personnel of the Company. The committee alsopostulates the methodology for effective evaluation of the performance of IndividualDirectors, committees of the Board, and the Board as a whole which should be carried outby the Board, committee or by an independent external agency and review its implementationand compliance (The Nomination and Remuneration Policy is attached as Annexure C andis also available on the Company's website at https://www.sobha.com/wp-content/uploads/2024/04/Nomination-and- Remuneration-Policy.pdf

D. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT 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 hasconstituted Risk Management Committee ("RMC") to proactively oversight the riskmanagement process to identify, assess and mitigate risks, in order to protect itsbusiness from existing and emerging risks, improve corporate governance and enhancestakeholders' value. The RMC lay down procedures for risk assessment and minimization. itshall serve as the "eyes and ears" for the Company which would ensure that theCompany is insulated from risks both at the macro and micro level. The Board hasformulated a risk management policy and ensures it implementation through differentmechanism including internal audit. The RMC periodically reviews the various risksassociated 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 AnalysisReport forming part of this Report to know more about risk and concerns relating toindustry.

E. CORPORATE SOCIAL RESPONSIBILITY POLICY

Over the past decades, the Company has been actively engaged indelivering maximum value to the society. The Company lays significant emphasis on theeconomic, social empowerment and sustainable development of the communities

around which it operates. The Company believes that its achievements donot refer only to its growth but also spread to society.

The Corporate Social Responsibility Policy, as formulated by theCorporate Social Responsibility Committee and approved by the Board of Directors isavailable on the Company's website at https:// www.sobha.com/wp-content/uploads/2024/04/Sobha-CSR-Policy.pdf

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

F. DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("ListingRegulations"), top 1000 listed companies based on market capitalization are requiredto formulate a dividend distribution policy. Accordingly, the Company has adopted theDividend Distribution Policy which sets out the parameters and circ*mstances which are tobe considered by the Board in determining the distribution of dividend to its Membersand/or retaining profits earned by the Company. The Company's Dividend Distribution Policyis available on the Company's website at https://www.sobha.com/wp-content/uploads/2024/04/Sobha-Dividend-distribution- policy.pdf

G. VIGIL MECHANISM

The Company has established a vigil mechanism to promote ethicalbehaviour in all its business activities. It has in place a mechanism for employees anddirectors to report any genuine grievances, illegal and unethical behaviour, suspectedfraud or violation of laws, rules, and regulations or conduct to the Vigilance Officer andthe Audit Committee of the Board of Directors. The policy also provides for adequateprotection to whistle blower against victimization or discriminatory practices. The policyis 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 anycomplaints relating to unethical behaviour, actual or suspected fraud, or violation of theCompany's Code of Conduct from any employee or Directors.

OTHER MATTERS

A. DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial Standards issued by theInstitute of Company Secretaries of India have been complied with pursuant to the Act andthe rules made thereunder.

B. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

During the year under review, there were no significant or materialorders passed by the regulators or courts or tribunals impacting the going concern statusand Company's operations in future. However, the Company has received an assessment orderfrom the Income Tax Department for the Assessment Year ("AY") 2016-17 and AY2022-23 due to disallowances of certain expenses and other additions.

C. HUMAN RESOURCES (HR)

Employee relations continue to be cordial at all levels and in alldivisions of the Company. The Board of Directors would like to express its sincereappreciation to all the employees for their continued hard work and steadfast dedication.

As on March 31, 2024, the Company had an organizational strength of3,814 employees.

Details about the employees are provided in a separate section in theAnnual Report.

D. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL, ANDEMPLOYEES

Details of remunerations of Directors, Key Managerial Personnel, andthe statement of employees in receipt of remuneration exceeding the limits prescribedunder Section 134 of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is provided in Annexure E to thisreport.

E. DISCLOSURE 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 sexualharassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Womenat the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has inplace an Internal Complaints Committee for prevention and redressal of

complaints of sexual harassment of women at the workplace. Nocomplaints were received by the Company during the year under review.

F. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS

In terms of Section 134 of the Act, 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.

G. RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any contract /arrangement / transaction with a related party which can be considered as material interms of the policy on related party transactions laid down by the Board of Directors.Related party transactions, if any, pursuant to the Listing Regulations were approved bythe Audit Committee from time to time prior to entering into the transactions. The relatedparty transactions undertaken during financial year 2023-24 are detailed in the Notes toAccounts of the Financial Statements.

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

H. ANNUALRETURN

In accordance with the Act, the annual return in the prescribed formatis available under the link.

I. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGEEARNINGS AND OUTGO

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

J. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company is committed to pursue its business objectives ethically,transparently and with accountability to all its stakeholders. It believes indemonstrating 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 Companyas part of this Integrated Report as mentioned in Annexure G to this report andavailable on the website of the Company.

K. AWARDS AND RECOGNITIONS

During financial year 2023-24, the Company was conferred with variousawards and recognitions, the details of which are given in a separate section in theAnnual Report.

L. ADDITIONAL INFORMATION TO SHAREHOLDERS

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

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciationof the Company's customers, vendors, and bankers for their continued support to theCompany during the year. The Directors also wish to acknowledge the contribution made byemployees at all levels for steering the growth of the organization. We thank theGovernment of India, the state governments and other government agencies for theirassistance 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 continuedtrust, cooperation, and support.