Sri Lotus Developers and Realty Limited — Proxy Solicitation & Information Statement 2026

Feb 25, 2026

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Date: February 25, 2026

To, To, The Compliance Manager The Manager Listing Department Listing and Compliance Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G Dalal Street, Bandra-Kurla Complex, Bandra (East), Mumbai - 400001 Mumbai - 400051 Scrip Code: 544469 Scrip Symbol: LOTUSDEV

ISIN: INE0V9Q01010 Dear Sir/Madam,

Subject: Intimation of Postal Ballot Notice and e-voting Schedule under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Pursuant to Regulation 30 of the Listing Regulations, as amended, please find enclosed herewith the Postal Ballot Notice (“Notice”) dated February 09, 2026 for seeking approval of the members of the Company through Postal Ballot by way of remote e-voting (“e-voting”) on the resolution as set out in the said notice.

In accordance with applicable laws and circulars issued by MCA and SEBI, the said notice is being sent electronically to the members whose name appears in the Register of Members/ Register of Beneficial Owners maintained by the Depositories and whose e-mail address are registered with the Company/Depositories as on Friday, February 20, 2026 (“ Cut-off date ”).

In compliance with the provisions of Section 110 of the Companies Act, 2013 read with the applicable rules framed thereunder and Regulation 44 of the Listing Regulations, the Company is providing remote e-voting facility to its Shareholders to cast their votes electronically on the resolution.

The Company has appointed Central Depository Services (India) Limited (“CDSL”) as its agency for providing e-voting facility to the members of the Company. The voting shall be reckoned in proportion to the member’s share of voting rights on the paid-up equity share capital as on Friday, February 20, 2026. The Schedule for e-voting is as follows:

• Commencement of e-voting: 09:00 A.M. (IST) on Thursday, February 26, 2026

• Conclusion of e-voting: 05:00 P.M. (IST) on Friday, March 27, 2026

Sri Lotus Developers and Realty Limited (Formerly known as “ AKP Holdings Limited ” ) CIN: L68200MH2015PLC262020

Regd. Office: 5[th] & 6[th] Floor, Lotus Tower, 1 Jai Hind Soc., N S Road No. 12/A, JVPD Scheme, Juhu, Mumbai 400049, MH, India Corporate Office: 5[th] & 6[th] Floor, Lotus Tower, 1 Jai Hind Soc., N S Road No. 12/A, JVPD Scheme, Juhu, Mumbai 400049, MH, India Tel: +91-7506283400 Email: contact@lotusdevelopers.com Website: www.lotusdevelopers.com

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The Notice is also available on the website of the Company at www.lotusdevelopers.com, website of the Stock Exchange i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseinida.com, respectively and on the website of CDSL at www.evotingindia.com.

Kindly take the same on your record.

Thanking you.

Yours faithfully,

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

ANKIT Digitally signed by ANKIT KUMAR KUMAR TATER Date: 2026.02.25 TATER 16:27:09 +05'30'

Ankit Kumar Tater Company Secretary and Compliance Officer Membership No.: A57623

Encl. A/a

Sri Lotus Developers and Realty Limited (Formerly known as “ AKP Holdings Limited ” ) CIN: L68200MH2015PLC262020

Regd. Office: 5[th] & 6[th] Floor, Lotus Tower, 1 Jai Hind Soc., N S Road No. 12/A, JVPD Scheme, Juhu, Mumbai 400049, MH, India Corporate Office: 5[th] & 6[th] Floor, Lotus Tower, 1 Jai Hind Soc., N S Road No. 12/A, JVPD Scheme, Juhu, Mumbai 400049, MH, India Tel: +91-7506283400 Email: contact@lotusdevelopers.com Website: www.lotusdevelopers.com

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Sri Lotus Developers and Realty Limited

CIN: L68200MH2015PLC262020

Registered office: 5[th ] & 6[th] Floor, Lotus Tower, 1 Jai Hind Soc., N S Road No. 12/A, JVPD Scheme, Juhu, Mumbai – 400049, Maharashtra, India

Ph.: +91-7506283400, E-mail: contact@lotusdevelopers.com, Website: www.lotusdevelopers.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given that pursuant to Sections 108 and 110 and all other applicable provisions, if any, of the Companies Act, 2013 (‘ the Act ’), read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘ the Rules ’), including any statutory modification(s) or re-enactment(s) of the Act or Rules for the time being in force, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 9/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and the latest one being 03/2025 dated September 22, 2025 read with subsequent relevant circulars issued by the Ministry of Corporate Affairs (’ MCA Circulars ’) as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ Listing Regulations ’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘ SS-2 ’) and all other applicable laws, rules and regulations, if any, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), that the Special Resolution as appended hereto is proposed to be passed by the members of Sri Lotus Developers and Realty Limited (‘the Company‘) through Postal Ballot only by way of voting through electronic means.

The Explanatory Statement, pursuant to the provisions of Section 102 and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed and additional information as required under SS-2 is also attached with this Postal Ballot Notice (‘ the Notice ’ or ‘ the Postal Ballot Notice ’).

In compliance with the provisions of Sections 108 and 110 of the Act, read with the Rule 20 & Rule 22 of the Rules, the MCA Circulars and Regulation 44 of the Listing Regulations, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email address is registered with the Company/

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Depository Participant (‘ DP ’). The details of the procedure to cast the vote forms part of the Notes to this Notice.

For the purpose of e-voting, the Company has engaged the services of Central Depository Services (India) Limited (‘CDSL’). Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The e-voting facility will be available during the following period:

Commencement of e-voting period	09:00 A.M. (IST) on Thursday, February 26, 2026
Conclusion of e-voting period	05:00 P.M. (IST) on Friday, March 27, 2026
Cut-off date for eligibility to vote	Friday, February 20, 2026

The e-voting facility will be disabled by CDSL immediately after 05:00 P.M. (IST) on Friday, March 27, 2026.

The last date of e-voting, i.e. Friday, March 27, 2026, shall be the date on which the resolution would be deemed to have been passed, if approved, by the requisite majority. Further, resolutions passed by the members through postal ballot shall be deemed to have been passed as if they are passed at a General Meeting of the Members.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of the Company, has appointed CS Mannish L. Ghia (Membership No.: FCS 6252), Partner at M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai as the Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner.

The Scrutinizer will submit the report, after the completion of scrutiny, to the Chairman of the Company, or any person authorized by the Chairman. The results of the Postal Ballot will be announced within two working days from the conclusion of the e-voting. The said results along with the Scrutinizer’s Report would be intimated to BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseinida.com, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website at www.lotusdevelopers.com and on the website of CDSL at https://www.evotingindia.com/.

SPECIAL BUSINESS

1. TO CONSIDER AND RATIFY THE EXTENSION OF THE BENEFITS OF THE SRI LOTUS DEVELOPERS EMPLOYEE STOCK OPTION SCHEME 2024 (“ESOP 2024/SCHEME”) TO THE ELIGIBLE EMPLOYEES OF THE SUBSIDIARY(IES) AND/OR ASSOCIATE COMPANY(IES), IF ANY OF THE COMPANY:

To consider and if thought fit, to pass, the following resolution as a SPECIAL RESOLUTION :

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“ RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Share Capital and Debentures) Rules, 2014 (the “Act”) read with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 SEBI (SBEB & SE) Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), Foreign Exchange Management Act, 1999, (“FEMA”) (including any statutory amendment(s), modification(s) or re-enactment(s) of the Act or the SEBI (SBEB & SE) Regulations or Listing Regulations or FEMA, as the case may be, for the time being in force), the Memorandum and Articles of Association of the Company, and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines thereon issued from time to time by the Government of India (“GOI”), Reserve Bank of India (“RBI”), the Registrar of Companies (the “ROC”), Ministry of Corporate Affairs (“MCA”), Securities and Exchange Board of India (“SEBI”) and subject to such approvals, concerns, permissions and sanctions as may be necessary or required, from regulatory or other appropriate authorities, including but not limited to Securities and Exchange Board of India (“SEBI”), BSE Limited (“Stock Exchange”), and/or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’) to the extent applicable, and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the statutory, regulatory, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals permissions and/or sanctions, which may be agreed to and accepted by the Company and upon recommendation of the Nomination and Remuneration Committee(“NRC”), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Company (“NRC”) which also acts as the Compensation Committee, constituted by the Board to exercise its powers, including the powers, conferred by this resolution and/or such other persons as may be authorized in this regard by the Board and/or NRC, as per the applicable laws) to extend the benefits of ‘Sri lotus Developers Employee Stock Option Scheme 2024’ (ESOP 2024/Scheme)” as amended and approved by the Members of the Company on January 29, 2025, prior to the listing of equity shares of the Company on BSE Limited and National Stock Exchange of India Limited,including the grant of Employee Stock Options (“Stock Options/ESOPs”) and issuance of Equity Shares (“Shares”) thereunder for the benefit of such person(s) who are eligible employees of Subsidiary(ies) and / or Associate Company(ies), if any, of the Company, whether working in India or outside India including the Future Subsidiary(ies) and Associate Company(ies) of the Company, if any, and/or to the Directors of the Subsidiary and Associate Companies whether whole-time or not but excluding Independent Director(s), (selected on the basis of criteria decided by the Board/Nomination and Remuneration Committee) but does not include an Employee who is a Promoter or a person belonging to the Promoter Group; or a Director who either himself or through his Relative or through any Body Corporate, directly or indirectly, holds more than 10% of the outstanding Equity Shares of the Company.

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RESOLVED FURTHER THAT the consent of the Members of the Company be and is hereby accorded to create, grant, offer, issue and allot at any time, to or for the benefit of, such persons who are employees of Subsidiary(ies) and/or Associate Company(ies), if any, of the Company, whether working in India or outside India, and the Future Subsidiary(ies) and Associate Company(ies) of the Company, if any, and/or to the Directors of the Subsidiary and Associate Companies whether whole-time or not but excluding Independent Director(s), (selected on the basis of criteria decided by the Board/Nomination and Remuneration Committee “NRC”) under the “ESOP 2024” but excluding employees who are promoters or persons belonging to the promoter group and director(s) who either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company, such number of Employee Stock Options (“Stock Options/ ESOPs”) not exceeding 89,00,000 (Eighty Nine Lakhs Only) Stock Options convertible into equivalent number of equity shares together with the Stock Options proposed to be created/offered/issued/allotted to or for the benefit of such persons who are in employment of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if any additional equity shares are required to be issued by the Company to the option grantees for the purpose of making a fair and reasonable adjustment to the Options granted earlier, the ceiling in terms of number of equity shares specified above shall be deemed to be increased to the extent of such additional equity shares are required to be issued.

RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the ceiling in terms of number of equity shares specified above shall automatically stand augmented or reduced, as the case may be, in the same proportion as the face value per equity share shall bear to the revised face value of the equity share of the Company after such sub-division or consolidation.

RESOLVED FURTHER THAT the Scheme shall be implemented through a direct route, for extending the benefits to the eligible Employees by way of fresh allotment and will follow a cash mechanism.

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company upon the exercise of Options shall rank pari-passu in all respect including dividends with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT the Company shall confirm the accounting policies, guidelines or accounting Standards including the disclosure requirements as prescribed from time to time under SEBI (SBEB & SE) Regulations and any other applicable laws and regulations to the extent relevant and applicable to ESOP 2024.

RESOLVED FURTHER THAT any director or key managerial personnel of the Company be and are hereby severally authorised to take necessary steps for In-principle Approval, Listing and Trading Approval of the Stock Exchange, where the Equity Shares of the Company are listed in compliance

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with the provisions of the Listing Regulations and other applicable laws, rules and regulations and to do all such acts, deeds, matters and things being incidental and as may be required in order to give effect to the above resolution.

RESOLVED FURTHER THAT the authority granted to the Board to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise in relation to the above and to settle all matters arising out of and incidental thereto and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution and to delegate all or any of the powers herein vested in the Board, as per the applicable laws, as may be required to give effect to this resolution, be and is hereby approved and ratified.”

Date: February 09, 2026 Place: Mumbai

By Order of the Board of Directors For Sri Lotus Developers and Realty Limited Erstwhile (“AKP Holdings Limited”) Sd/Ankit Kumar Tater Company Secretary & Compliance Officer Membership No.: A57623

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NOTES:

1. The Explanatory Statement pursuant to the provisions of Sections 102 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 setting out all the material facts and reasons in respect of the Resolution mentioned in this Postal Ballot Notice and additional information as required under SS-2 on General Meetings is annexed hereto and forms part of Postal Ballot Notice.

2. In compliance with the MCA Circulars, the Postal Ballot Notice is being sent by electronic mode only to those Members, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as on Friday, February 20, 2026 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company/Depository Participants. A person who is not a member on the cut-off date should treat this notice for information purposes only. Members holding shares in dematerialised mode, who have not registered their email addresses are requested to register their email addresses with their respective Depository Participant (DP). Members may note that this Notice will also be available on the Company’s website at www.lotusdevelopers.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively and on the website of CDSL at https://www.evotingindia.com/.

3. In accordance with the MCA Circulars, physical copies of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only.

4. In compliance with provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations and the Secretarial Standards on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India on General Meetings, the Company is pleased to provide e-voting facility to the Members to exercise their votes electronically. For this purpose, the Company has availed the service of Central Depository Services (India) Limited (‘CDSL’) of the Company for facilitating e-voting to enable the Members to cast their votes electronically.

5. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e- mail address, contact numbers, etc., directly to KFintech. Changes intimated to the DP will then be automatically reflected in the Company’s database. Members holding shares in physical form are requested to intimate such changes to the Company’s Registrar and Transfer Agent, KFin Technologies Limited at Selenium Tower B, Plot No.31 and 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad-500 032, Telangana, India quoting their folio number.

6. The Voting rights of members will be reckoned on the paid-up value of equity shares registered in the name of the Members on Friday, February 20, 2026, being the cut-off date. Only those Members

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whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes. Shareholders whose email IDs are not registered, are requested to contact the Depository or e-mail to the Company at investors@lotusdevelopers.com and send a request letter signed by the Members along with self-attested copies of PAN Card and address proof to register their email ids.

1. The e-voting period commences on Thursday, February 26, 2026, at 09:00 A.M. (IST) and ends on Friday, March 27, 2026 at 05:00 P.M. (IST). During this period, members of the Company, holding equity shares either in physical form or in dematerialized form, as on the Cut-Off date i.e. Friday, February 20, 2026, may cast their vote by e-voting. The e-voting module shall be disabled by 05:00 P.M. (IST) after the aforesaid date and time for voting. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

2. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e., Friday, March 27, 2026. Further, the resolution passed through this postal ballot shall be deemed to have been passed by the members at a General Meeting.

3. The declared results along with the Report of the Scrutinizer shall be uploaded on the Stock Exchange viz. BSE Limited and National Stock Exchange of India Limited and also on the website of the Company i.e., www.lotusdevelopers.com and website of CDSL at https://www.evotingindia.com/ .

4. Instructions for Members for voting electronically are as under:

5. a. Pursuant to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.

6. b. Members are advised to update their mobile number and e-mail ID with their DPs in order to access e-voting facility .

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

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• (i) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders’/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (ii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e- Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting &

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voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL Depository

1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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4) For OTP based log in you an click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click oncompany name or e-Voting service provider nameand you will be re-directed toe-Voting service provider websitefor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e- Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 21 09911 Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at: 022 - 4886 7000 and 022 - 2499 7000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(iii) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

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• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	• Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	• Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (iv) After entering these details appropriately, click on “SUBMIT” tab.

• (v) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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• (vi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (vii) Click on the EVSN for the relevant Sri Lotus Developers and Realty Limited on which you choose to vote.

• (viii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (ix) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (x) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiii) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xiv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized

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signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz. scrutinizer@mgconsulting.in and investors@lotusdevelopers.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders - Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND ADDITIONAL INFORMATION AS PER SCHEDULE V OF THE ACT AND SS-2 ISSUED BY ICSI

The following Explanatory Statement sets out all material facts relating to the Special Business mentioned in this Postal Ballot Notice:

ITEM NO. 1:

“Sri Lotus Developers Employee Stock Option Scheme 2024” (“ESOP 2024/Scheme”) was approved and adopted by the Board on December 18, 2024 and Shareholders on January 29, 2025 by way of special resolution and post IPO of the Company, ratified by the Shareholders on September 26, 2025 by way of special resolution, to reward the employees for their association, retention, dedication and contribution to the goals of the Company. The Company intends to use this Scheme to attract, retain and motivate the key talents by way of rewarding their high performance and motivate them to contribute to the overall corporate growth and profitability. The Company views Options as a long-term incentive tool that would enable the Employees to not only become co-owners, but also to create wealth out of such ownership in future. The Scheme shall continue to be in force until (i) its termination by the shareholders as per provisions of Applicable Laws or in accordance with this Scheme, or (ii) the date on which all of the Options available for issuance under the Scheme have been issued and exercised, whichever is earlier.

The Nomination and Remuneration Committee (“Committee” or “NRC”) shall administer the ESOP 2024 in accordance with the applicable laws.

In terms of Regulation 12(1) of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”), no Company is permitted to make any fresh grants which involves allotment or transfer of shares to its employees under an employee stock option scheme formulated prior to listing of its shares unless such scheme is in conformity with the SEBI (SBEB & SE) Regulations and is ratified by its members after the listing of the shares of the Company.

Considering that, the Company came out with Initial Public Offering of its Equity shares by way of fresh issue and Offer for Sale and the equity shares are listed at BSE Limited and the National Stock Exchange of India Limited with effect from Wednesday, August 06, 2025, the Company’s ESOP 2024 was ratified by way of passing a special resolution in the 11[th] Annual General Meeting held on September 26, 2025,

Further, as per Regulation 6 of SEBI (SBEB & SE) Regulations, separate resolution shall be obtained in case the Company wants to grant Options to the Employees of Subsidiary Company.

Hence, Item No. 1 is for seeking your approval by way of special resolution for the grant of Options to Employees of the Group Companies including Subsidiary or Associate Companies, in India or outside India, of the Company.

The Board of Directors (“Board”) of the Company at its meeting held on February 09, 2026 approved and

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recommended to the shareholders of the Company the ratification of the extension of the benefits of the Sri Lotus Developers Employee Stock Option Scheme 2024 (“ESOP 2024/Scheme”) to the eligible employees of the subsidiary(ies) and/or associate company(ies), if any, of the Company. The Board further approved and recommended the grant of options under the Scheme to the eligible employees of the Company, including those of its existing and future subsidiary(ies) and associate company(ies), if any.

The proposed Scheme is in compliance with Section 62(1) (b) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and the SEBI (SBEB & SE) Regulations read with circulars, if any, issued thereunder to the extent applicable and the particulars are provided as under:

Disclosures pursuant to Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are as under:

a) Brief description of the ‘Sri Lotus Developers Employee Stock Option Scheme 2024’ (“ESOP 2024”/ “Scheme”):

The Scheme provides for grant of employee stock options (“Options”) to the permanent employees including directors (collectively referred to as “employees”) of the Company, as may be permissible under the Companies Act and the SEBI (SBEB & SE) Regulations.

Upon vesting of Options, the eligible employees earn a right (but not obligation) to exercise the vested Options within the exercise period and obtain equity shares of the Company which shall be allotted by the company subject to receipt of exercise price and satisfaction of any tax obligation arising thereon.

The Board of directors (including Nomination and Remuneration Committee) shall administer the Scheme. All questions of interpretation of the Scheme shall be determined by the Board/Committee as per terms of the Scheme and applicable laws.

b) Total number of Options to be granted:

A total of not exceeding 89,00,000 (Eighty-Nine Lakhs) equity shares having face value of ₹1/- (Rupee One Only) (the “Equity Shares”) [together with the equity shares proposed to be created/offered/ issued/allotted to or for the benefit of such persons who are in employment of the Company in terms of “ESOP 2024”]. Each Option when exercised would be converted into one equity share of face value of ₹ 1/- (Rupees One Only) each fully paid-up.

Options lapsed or cancelled due to any reason including the reason of lapse of exercise period or due to resignation of the employees or otherwise, would be available for being re-granted. The Committee is authorized to re-grant such lapsed / cancelled Options as per the Scheme.

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In case of any corporate action(s) rights issues, bonus issues, merger, scheme of arrangement, amalgamation, demerger, sale of division and others. In this regard following shall be taken into consideration by the Board:

• i. the number and the Exercise Price of Option shall be adjusted in a manner such that total value of the Option remains the same before and after such corporate action; and

• ii. the Vesting Period and the life of the Option shall be left unaltered as far as possible to protect the rights of the Option Grantees.

Details of grants, exercises and lapsing options prior to its IPO are as follows:

Options Granted	0
Options Lapsed/ Expired	0
Options Expired	0

c) Identification of classes of employees entitled to participate in the Scheme:

“Employee” shall mean –

• i. an employee as designated by the Company, who is exclusively working in India or outside India; or

• ii. a director of the Company, whether a whole-time director or not, including a non-executive director who is not a Promoter or member of the Promoter Group, but excluding an independent director; or

• iii. an employee as defined in sub clause (i) or (ii), of a group Company, including Subsidiary Company or its Associate Company (ies) in India or outside India, or of a Holding Company of the Company but does not include-

• a. an employee who is a Promoter or a person belonging to the Promoter Group; or

• b. a director who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company.

The eligibility of an employee shall be determined by the Board which shall deemed to include Nomination and Remuneration Committee which the Board has designated as Compensation Committee from time to time in its sole and exclusive discretion.

d) Appraisal process for determining the eligibility of the employees to employee stock options:

Appraisal process for determining the eligibility of the Employees may include designation, loyalty, role criticality, period of service, performance linked parameters such as work performance and such other criteria as may be determined by the Board at its sole discretion, from time to time.

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e) Requirements of vesting and period of vesting:

The Options granted shall vest so long as the employee continues to be in the employment or service on the date of vesting and must neither be serving his notice of resignation nor termination of employment/ service on such date of vesting. The Committee may, at its discretion, lay down certain performance metrics on the achievement of which the granted Options would vest, the detailed terms and conditions relating to such performance-based vesting, and the proportion in which Options granted would vest (subject to the minimum and maximum vesting period as specified below).

The vesting period of Options granted shall vest in not earlier than 1 (one) year and not more than 4 (four) years from the date of grant of such Options. The exact proportion in which and the exact period over which the Options would vest would be determined by the Committee at the time of grant, subject to the minimum vesting period of one year from the date of grant of Options.

f) The maximum period within which the Options shall be vested:

The Options granted shall vest in not more than 4 (Four) years from the date of grant of such Options at the discretion of and in such manner as prescribed by the NRC from time to time.

g) The exercise price or pricing formula:

The exercise price per Option shall be determined by the Board/NRC which in any case shall not be less than the face value and not more than the fair market value of the share of the Company as on date of grant and shall be subject to confirmation with the accounting policies specified in Regulation 15 of the (SBEB & SE) Regulations. The specific Exercise Price shall be intimated to the Option Grantee in the Grant Letter issued at the time of Grant.

h) The exercise period and the process of exercise:

a) Exercise while in employment/ service:

The Exercise Period in respect of a Vested Option shall be subject to a maximum period of 5 (Five) years commencing from the relevant date of Vesting of Options, or such other shorter period as may be prescribed by the Board at time of Grant. All the Vested Options can be exercised by the Option Grantee at one time or at various points of time within the Exercise Period.

• b) Exercise Period in case of separation from employment / service:

The Options shall have treatment as under:

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S. No.	Events of Separation	Vested Options	Unvested Options
1	Resignation/ termination (other than due to Misconduct)	All the Vested Options as on date of submission of resignation / termination shall be exercisable by the Option Grantee on the last working day with the Company.	All the Unvested Options as on date of submission of resignation/ termination shall lapse and standcancelledwith effect from date such resignation/termination.
2	Termination due to Misconduct	All the Vested Options at the time of such termination shall stand cancelled with effect from the date of such termination.	All the Unvested Options at the time of such termination shall lapse and stand cancelled with effect from the date of such termination.
3	Retirement	All the Vested Options as on date of Retirement shall be exercisable by the Option Grantee within 6 (Six) months from the date of Retirement.	All Unvested Options as on the date of Retirement would continue to vest in accordance with the original vesting schedules even after the Retirement unless otherwise determined by the Board in accordance with the Company's Policies, if any, and provisions of the then prevailing Applicable Law. Such aforesaid Vested Options can be exercised within a period of 6 (Six) months from the date of Retirement or Vesting, whichever is later.
4	Death	All the Vested Options as on the date of death of the Option Grantee can be exercised by the his/her nominee or legal heirs within an Exercise Period of 12 (Twelve) months from the date of death.	All the Unvested Options as on date of death of the Option Grantee shall vest immediately and such Vested Options may be exercised in the manner specified for Vested Options.
5	Permanent Incapacity	All the Vested Options as on date of incurring of such incapacity can be exercised within an Exercise Period of 12 (Twelve) months from the date of incurringsuch incapacity.	All the Unvested Options as on date incurring such incapacity shall vest immediately and such Vested Options may be exercised in the manner specified for Vested Options.

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S. No.	Events of Separation	Vested Options	Unvested Options
6	Other reasons apart from those mentioned above	The Board shall decide whether the Vested Options which are not exercised as on that date can be exercised by the Option Grantee or not, and such decision shall be final.	All the Unvested Options as on the date of separation shall lapse and stand cancelled with effect from such date unless otherwise required under Applicable Laws.

i) Lock-in period:

The Shares issued upon Exercise shall not be subject to any lock-in period restriction after such issue except as required under the Applicable Laws including that and after Listing under the ICDR Regulations, or code of conduct framed, if any, by the Company, and under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015.

j) Maximum number of Options to be issued per employee and in aggregate:

The maximum number of Options that may be granted, under one or multiple Grants, to an Employee shall vary depending upon the eligibility criteria such as tenure, designation and the appraisal, ratings; however, shall be lesser than 0.75%, of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of Grant. However, the Committee reserves the right to decide the number of Options to be granted and the maximum number of Options that can be granted to an Employee within this ceiling.

Provided that if the number of Options that may be offered to eligible Employees in aggregate, during any one year, is equal to or more than 1% (one percent) of the issued capital (excluding outstanding warrants & conversions) of the Company at the time of Grant of Options, then the Company shall take prior approval from shareholders of the Company by way of a special resolution and as a consequence the provisions of this clause shall stand amended.

k) Maximum quantum of benefits to be provided per Employee:

Unless otherwise determined by the Nomination and Remuneration Committee, the maximum benefits underlying the equity shares acquired by employees pursuant to the exercise of the ESOPs will be the difference in the exercise price and the market price of the equity shares. Apart from grant of Options as stated above, no monetary benefits are contemplated under the Scheme.

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• l) Whether the Scheme is to be implemented and administered directly by the Company or through a trust:

The Scheme shall be implemented and administered directly by the Company through the Board of directors (including Nomination and Remuneration Committee) of the Company. However, the Company may seek shareholders’ approval in case of change of route of implementation is thought expedient in future.

m) Whether the Scheme involves new issue of shares by the company or secondary acquisition by the trust or both:

The Scheme contemplates new issue of shares by the Company (without trust route).

• n) The amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its tenure, utilization, repayment terms, etc.: Not Applicable.

• o) Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme(s):

This is not relevant under the Scheme as the Scheme contemplates to use fresh shares to be issued by the Company (without trust route).

p) Method of option valuation:

To calculate the employee compensation cost, the Company shall use the fair value method for valuation of the Options granted as per prescribed under Ind-AS 102 or under any relevant accounting standard as notified by appropriate authorities from time to time.

q) Statement with regard to disclosure in Director’s Report:

As the Company is adopting fair value method for valuation of the employee stock options, there is currently no requirement for disclosures in director’s report. In case the Company opts for expensing of share based employee benefits using the intrinsic value, the difference between the employees’ compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the director’s report and the impact of this difference on profits and on earnings per share of the Company shall also be disclosed in the director’s report.

r) The conditions under which Options vested in employees may lapse:

The vested Options shall lapse in case of termination of employment due to misconduct or due to breach of Company policies or the terms of employment. Further, irrespective of employment status, in case vested Options are not exercised within the prescribed exercise period, then such vested Options shall lapse, which shall immediately get added back to the Options pool.

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s) The specified time period within which the employee shall exercise the vested Options in the event of a proposed termination of employment or resignation or retirement of employee:

In case of resignation / termination without misconduct, all vested Options can be exercised by the employee on the last working day. In case of retirement of an employee, all vested Options as on the date of retirement can be exercised by the Option grantee within 6 (Six) months from the date of Retirement.

t) Terms & conditions for buyback, if any, of specified securities/ Options covered granted under the Scheme:

Subject to the provisions of the then prevailing applicable laws, the Board shall determine the procedure for buy-back of Options granted under the Scheme if to be undertaken at any time by the Company, and the applicable terms and conditions thereof.

• u) Statement to the effect that the Company shall confirm to the accounting policies prescribed in Regulation 15:

The Company shall comply with the disclosure and the accounting policies prescribed as per prevailing accounting guidelines, accounting policies and disclosure requirements as prescribed under Regulation 15 of the SEBI (SBEB & SE) Regulations).

v) Certificate of Auditors:

The Board of Directors shall, at each Annual General Meeting, place before the Shareholders of the Company, a certificate from the Secretarial Auditors of the Company, certifying that this ESOP 2024 has been implemented in accordance with the SEBI (SBEB & SE) Regulations.

None of the Directors or Key Managerial Personnel (as defined under the Act) and their immediate relatives are concerned or interested, financially or otherwise, except to the extent that the stock options may be granted to any of them pursuant to the ESOP 2024.

The Board therefore recommends passing of the resolution as set out under Item No. 1 of this Notice for approval of the Members as Special Resolution.

By Order of the Board of Directors For Sri Lotus Developers and Realty Limited Erstwhile (“AKP Holdings Limited”) Sd/Ankit Tater Date: February 09, 2026 Company Secretary & Compliance Officer Place: Mumbai Membership No.: A57623

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