Shriram Properties Ltd Directors Report

BOARDS REPORT

Dear Members,

Your directors have the pleasure of presenting the 4th Annual Report (Post IPO) of the Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025 ("FY25").

The Company operates in the real estate sector and, in line with established industry practices, undertakes most of its development through various Special Purpose Vehicles ("SPVs"). Each SPV is incorporated for the purpose of executing specific real estate project(s), allowing for focused management, project-specific financing, ring-fencing of project level risks and appropriate risk mitigation.

This structure enables the Company to efficiently manage diverse projects, enter into joint development or joint venture arrangements, and meet applicable regulatory and operational requirements. As a result, a substantial portion of the Groups revenue and profits is generated at the SPV level and consolidated in the Groups Financial Statements.

This model is well-recognised and widely followed across the industry, aligning with financial, operational, and governance best practices. In view of the above, the Companys Consolidated Financial Statements accurately reflect its operational and financial performance during the year, consistent with the past years.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Companys financial performance on a Standalone and Consolidated basis for FY25, are summarised below:

				(Rs. in lakhs)
	Consolidated		Standalone
Particulars	FY25 BBB	FY24	fy25 mm	FY24
Total Income		98,735		29,829
Operating Expenditure	90,899	89,139	21,839	18,722
Share of profit/(loss) of joint ventures	2,351	(1,958)	-	-
Profit/(Loss) Before Tax		7,638		11,107
Provision for taxation	(769)	(1,024)	(674)	-
Deferred Tax	1,829	1,120	(1,920)	1,474
Profit/(Loss) After Tax		7,542		9,633

The Financial Statements for FY25, have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under the Companies Act 2013 (herein after referred to as "the Act") and the Rules prescribed thereon, as amended.

BUSINESS AND OPERATIONS:

Operational Highlights

During the year under review reflected the Companys resilience, adaptability, and commitment to execution excellence. Despite external challenges and procedural headwinds, we delivered resilient performance across key operational and financial metrics, reinforcing the strength of our operating platform and our unwavering customer focus.

The Company achieved pre-sales of 4.3 msf*, amounting to a sales value of Rs.2,28,815 lakhs, and posted record-high collections of Rs.1,48,434 lakhs during the year. Your Company has successfully completed nine projects totalling 4.3 msf and handed over more than 3,150 homes, an outcome that underscores our strong delivery capabilities and customer trust.

While the pace of new launches and revenue recognition was temporarily impacted due to prolonged administrative processes and several state specific issues-including the conduct of state elections in Maharashtra, mandatory use of eKhata, and technical issues in registration software system in Karnataka-these challenges were largely transitional. Crucially, we were able to recover a substantial portion of deferred revenues in Q4, which marked a decisive turnaround and strengthened momentum.

Importantly, demand remained robust throughout the year, backed by a stable macroeconomic environment, favourable interest rates, and sustained end-user interest in quality housing. The softer absorption levels were driven primarily by supply-side limitations, not demand-side weakness- reaffirming the strong fundamentals of our core markets.

Encouragingly, we are witnessing early signs of normalisation in the approval ecosystem, and the project launch pipeline is gaining traction. With a carefully curated portfolio of upcoming launches and sharper focus on operational efficiency, we are confident of delivering improved performance in FY26.

In summary, FY25 was a year of steady progress, marked by operational resilience, strong customer delivery, and prudent financial management. The significant momentum achieved in Q4 has set the stage for a more dynamic growth trajectory in the upcoming year, and we remain fully geared to capitalise on emerging opportunities with agility and confidence.

Financial Performance (Consolidated)

The Company ended the financial year with total revenues of Rs.97,338 lakhs, gross profit of Rs.24,850 lakhs, EBITDA (including share of J V income) of Rs.20,283 lakhs, and Profit After Tax (PAT) of Rs.7,730 lakhs. Throughout the year, the Company maintained healthy margins of 30% gross profit, 21% EBITDA, and 8% PAT margins.

Revenue from sale of properties at Rs.80,890 lakhs, driven primarily by six key projects-Shriram Liberty Square, Shriram Pristine Estates, and Shriram Chirping Woods in Bengaluru; Shriram Park 63 and Shriram Shankari in Chennai; and Shriram Grand One in Kolkata. These projects collectively contributed 90% of the revenue from sale of properties.

The Company sustained a healthy gross margin of 30%, largely supported by revenue recognition from these high-performing developments.

Other income of Rs.14,994 lakhs was primarily derived from interest income on loans to joint ventures and other corporate entities, gains from monetisation of land, along with monetisation of economic interests in select projects.

Operating expenses were higher during the year, in line with increased volumes of completion and handovers. These expenses were associated with income recognition upon obtaining occupancy certificates and customer registrations. Employee expenses rose by 6% year-on-year to Rs.9,247 lakhs and as of March 31, 2025, SPL had 665 employees. Other operating expenses, amounting to Rs.12,665 lakhs, were mainly attributed to advertising, sales promotion, legal fees, repairs and maintenance.

The Company achieved EBITDA of Rs.20,283 lakhs, resulting in an EBITDA margin of 21%, driven by income from critical projects and cost control efforts. The return on capital employed (RoCE) stood at 9%, placing the Company in the first quartile of returns within the peer group.

Finance costs registered a year-on-year decline of 11%, amounting to Rs.10,458 lakhs, primarily attributable to lower interest expenses incurred on term loans and non-convertible debentures and lower average gross debt levels during the year. The Company is focused on lowering interest costs and reducing net debt in FY26.

SPLs profit before the share of JV income/losses was Rs.6,439 lakhs. The Company reported a share of profit from joint ventures amounting to only Rs.2,351 lakhs, which was primarily driven by handover momentum in recently completed phases of ongoing projects: Shriram 107 South east and Shriram WYTfield. Overall net profit for SPL stood at Rs.7,730 lakhs.

This performance underscores the Companys operational resilience and effective execution despite the regulatory and external challenges faced earlier in the year. The ability to adapt, deliver, and sustain momentum reflects the strength of SPLs strategic planning, governance, and commitment to stakeholder value.

The Company continued to generate healthy cashflow from operations and during the year Rs.30,500 lakhs of cash flow were generated from operations as compared to Rs.22,700 lakhs in FY24. After utilising Rs.3,200 lakhs towards loan repayments and interest payments under financing activities. The Company generated free cash flows of Rs.27,300 lakhs before new project investment.

During the year, the Company invested Rs.14,300 lakhs towards new project commitments, aligning with its long-term growth strategy.

Free cash flow improved significantly to Rs.13,000 lakhs, up from Rs.7,000 lakhs in FY24, reflecting stronger operational efficiencies and disciplined capital management.

The Company ended the year with a healthy cash and cash equivalents balance of Rs.31,994 lakhs, positioning it well to pursue emerging growth opportunities and navigating market dynamics with confidence.

Financial Performance (Standalone)

The total income at standalone level was Rs.13,471 lakhs while the total expenses were Rs.21,839 lakhs and the Profit/(Loss) After Tax (PAT) of Rs.(5,774) lakhs.

As described earlier in this Report, the Companys Standalone Performance forms only a part of its overall operational and financial performance, given the Company develops individual projects under various Subsidiaries and Joint Ventures. The Standalone financial statements capture revenues from projects executed under the Standalone entity. However, all non-project-specific corporate costs of the Group are also accounted for in the Standalone financials. Accordingly, the Standalone results may not fully reflect the underlying operating performance of the Company, which is more appropriately reflected in the Consolidated financial statements.

DIVIDEND:

In view of the Companys current financial performance and with a focus on conserving long-term resources, the Board of Directors have decided not to recommend any dividend for FY25. Consequently, no amount has been transferred to the general reserves.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations" or "SEBI LODR Regulations"), the Company has adopted a Dividend Distribution Policy. This policy is available on the Companys website at: https://www.shriramproperties. com/corporate-governance.

SUBSIDIARIES AND JOINT VENTURES:

Given the nature of its business operations and with the objective of ring-fencing project-specific risks, the Company undertakes individual projects through SPVs, in line with prevailing industry practices.

This structure also aligns with the requirements of funding partners and landowners. Accordingly, projects are executed through SPVs in the form of wholly owned subsidiaries, subsidiaries, or joint ventures, depending on the specific arrangement.

Details of the Companys subsidiaries and joint ventures as on year end are provided below:

SI. No.	Name of the Company	Subsidiary/Joint venture	Project
i	Global Entropolis (Vizag) Private Limited	Wholly owned subsidiary	Shriram Panorama Hills
2	Shriprop Builders Private Limited	Wholly owned subsidiary	Shriram Luxor & Shriram Earth Whitefield
3	Shriprop Constructors Private Limited	Wholly owned subsidiary	Shriram Shreshta
4	Shriprop Developers Private Limited	Wholly owned subsidiary	Shriram Liberty Square
5	Shriprop Homes Private Limited	Wholly owned subsidiary	Shriram Solitaire
6	Shriprop Projects Private Limited	Wholly owned subsidiary	Shriram Southern Crest
7	Shriprop Structures Private Limited	Wholly owned subsidiary	Shriram Shankari
8	SPL Constructors Private Limited	Wholly owned subsidiary	No Project
9	Shrivision Homes Private Limited	Wholly owned subsidiary	Shriram Chirping Woods
10	Shriram Living Spaces Private Limited	Wholly owned subsidiary	No Project
11	Shriram Upscale Spaces Private Limited	Wholly owned subsidiary	Shriram Hebbal 1
12	SPL Housing Projects Private Limited	Wholly owned subsidiary	Shriram Pristine Estates
13	Shriprop Malls Private Limited	Wholly owned subsidiary	No Project
14	Shriprop Infrastructure Private Limited	Wholly owned subsidiary	No Project
15	Shrivision Projects Private Limited	Wholly owned subsidiary	No Project
16	Shrivision Structures Private Limited	Wholly owned subsidiary	No Project
17	Shrivision Estates Private Limited	Wholly owned subsidiary	No Project
18	Shrivision Malls Private Limited	Wholly owned subsidiary	No Project
19	Shrivision Hitech City Private Limited	Wholly owned subsidiary	No Project
20	SPL Homes Private Limited	Wholly owned subsidiary	No Project
21	Shriprop Properties Private Limited	Wholly owned subsidiary	Shriram Park63
22	SPL Palms Developers Private Limited	Tier II wholly owned subsidiary (A wholly owned subsidiary of Shriprop Builders Private Limited)	The Poem by Shriram Properties
23	Bengal Shriram Hitech City Private Limited	Subsidiary	Shriram Grand One
24	SPL Estates Private Limited	Tier II Subsidiary (A wholly owned subsidiary of Bengal Shriram Hitech City Private Limited)	Shriram Sunshine, Shriram Symphony
25	SPL Realtors Private Limited	Subsidiary	Shriram Surabhi
26	Shrivision Elevation Private Limited*	Joint venture	Shriram 122 West
27	Shriprop Living Space Private Limited*	Joint venture	Shriram 107 South East
28	SPL Towers Private Limited*	Joint venture	Shriram WYTfield
29	Shrivision Towers Private Limited	Joint venture	Shriram Greenfield
30	Shriprop Hitech City Private Limited	Joint venture	No Project

‘These three entities are subsidiaries of the Company under the Companies Act, 2013; however, they are treated as joint ventures according to the treatment required under the ind-AS. Hence, they appear as joint ventures in the Financial Statements.

SPL Housing Projects Private Limited, which was previously treated as a joint venture as per Ind-AS, became a wholly owned subsidiary of the Company following the exit of ASK Real Estate Special Opportunities Fund IV in August 2024.

During the year, the Company has sold SPL Shelters Private Limited, a non-material wholly owned subsidiary.

Material subsidiaries for the year under review, based on the Audited Financial Statements of FY24 are as below:

1. Bengal Shriram Hitech City Private Limited

2. Global Entropolis (Vizag) Private Limited

3. Shrivision Homes Private Limited

4. Shriprop Developers Private Limited

5. Shriprop Properties Private Limited

6. Shriprop Structures Private Limited

Material subsidiaries for FY26, based on the Audited Financial Statements of FY25 are as below:

1. Bengal Shriram Hitech City Private Limited

2. Global Entropolis (Vizag) Private Limited

3. Shriprop Properties Private Limited

4. SPL Housing Projects Private Limited

HIGHLIGHT OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements, which form part of this Annual Report. The key highlights of the Financial Statements of the Companys subsidiaries and associates, as required in Form AOC-1, are enclosed as Annexure-1 to this Report.

The Audited Financial Statements, along with related information and reports of each subsidiary companies, are available on the Companys website at: https://www. shriramproperties.com/annual-Report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/COURTS:

During the year, there were no significant or material orders passed by any regulatory authorities, courts, or tribunals that would adversely impact the Companys status as a going concern or affect its future operations.

No proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of a one-time settlement with any Bank or Financial Institution.

MATERIAL CHANGES FROM THE DATE OF CLOSURE OF THE FINANCIAL YEAR IN THE NATURE OF BUSINESS AND THEIR EFFECT ON THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes or commitments affecting the financial position of the Company between the close of the financial year ended March 31,2025, and the date of this Report that would have a bearing on the Companys operations.

SHARE CAPITAL-RELATED MATTERS:

I. Share Capital:

As of March 31, 2025, the authorised share capital of the Company stood at Rs.2,50,00,00,000, divided into 25,00,00,000 equity shares of Rs.10 each. The issued, subscribed, and fully paid-up share capital was Rs.1,70,35,29,070, divided into 17,03,52,907 equity shares of Rs.10 each. The Company did not issue any shares with differential voting rights or sweat equity shares.

II. Employee Stock Option Scheme:

During the year, the Company allotted 26,881 equity shares pursuant to the exercise of vested options under the Employee Stock Option Plan 2013 ("ESOP"). Following this allotment, the issued, subscribed, and fully paid-up share capital increased to ^170,35,29,070, divided into 17,03,52,907 equity shares of Rs.10 each.

Detailed information regarding the options granted, vested, and exercised under the Companys ESOP is provided in Annexure-2 to this Report.

Further, in accordance with the SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"), the required disclosures have been made available on the Companys website and can be accessed at: https://www.shriramproperties.com/ company-announcements.

The Company has obtained a certificate from the Secretarial Auditor confirming that the ESOP has been implemented in accordance with the SEBI SBEB Regulations and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members electronically during the Annual General Meeting (‘AGM) of the Company.

The Board of Directors at their meeting held on August 12, 2025, based on recommendations of the Nomination and Remuneration Committee, has approved the formulation and adoption of Shriram Properties - Employees Stock Option Scheme, 2025 ("ESOS 2025" or "the Scheme") subject to the approval of the members of the Company at the ensuing AGM. The key details of ESOS 2025 are provided in the Explanatory Statement annexed to the Notice of the ensuing AGM for the consideration of the members.

BOARD OF DIRECTORS AND ITS COMMITTEES:

i. Composition of the Board of Directors

The Board of Directors of the Company comprises of six (6) members, including one (1) Executive Chairman and Managing Director, one (1) Non-Executive Non- Independent Director, and four (4) Independent Directors, one (1) of whom is a Independent Woman Director.

The composition of the Board is in compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013.

In the opinion of the Board, all the Directors possess the requisite qualifications, experience, and expertise and hold high standards of integrity.

The details of the Board composition, including the profile of the Directors, are available in the Annual Report.

ii. Changes in the Board of Directors

During the year, Mr. M. Murali was re-appointed as the Chairman and Managing Director of the Company for a period of five (5) years with effect from April 01, 2025, as approved by the members of the Company at their 3rd Annual General Meeting (AGM) post IPO held on Monday, September 30, 2024.

iii. Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish Pradeep Deora (DIN: 00409254), Non-Executive Non-Independent Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board of Directors has recommended his re-appointment. The necessary resolution seeking approval of the shareholders for the said re-appointment has been included in the Notice convening the Annual General Meeting.

iv. Committees of the Board

The composition of various Committees of the Board, along with details of their meetings and terms of reference, are provided in the Corporate Governance Report, which forms part of this Annual Report.

v. Board Meetings

During the year, the Board met seven (7) times. Detailed information regarding the Board Meetings and the attendance of Directors are provided in the Corporate Governance Report.

vi. Independent Directors Meeting and Declaration by Independent Directors

In accordance with the provisions of Schedule IV of the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors was held on March 28, 2025.

The Independent Directors have submitted declarations affirming their independence as required under Section 149(7) of the Companies Act, 2013, and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the prescribed criteria of independence.

Additionally, the Independent Directors have complied with the Code for Independent Directors as set out in Schedule IV of the Companies Act, 2013.

The Company has also adopted a Code of Conduct applicable to the Directors and Senior Management Personnel, including Key Managerial Personnels (KMPs), and all concerned have confirmed their compliance with the same.

vii. Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Board, its Committees, the Chairman, and individual Directors, including Independent Directors, was carried out based on the criteria laid down by the Nomination and Remuneration Committee.

The evaluation process was carefully designed to assess the effectiveness and overall functioning of the Board, its Committees, and individual Directors. The performance was evaluated using a three-point rating scale to ensure objective assessment.

The Board undertook the Annual Performance Evaluation and formally recorded the outcome of the evaluation at its meeting held on April 16, 2025.

viii. Change in Key Managerial Personnel

During the year under review, the following personnel were appointed/designated as Key Managerial Personnel:

Mr. K Ramaswamy (ACS 28580) was appointed as the Company Secretary and Compliance officer with effect from May 01, 2024.

Mr. Gopalakrishnan J. was elevated as Executive Director and Chief Executive Officer with effect from July 20, 2024.

Mr. Ravindra Kumar Pandey was appointed as Chief Financial Officer with effect from August 14, 2024.

DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent 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 period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 internal financial controls to be followed by the Company and those were adequate and 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 operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: In compliance with Regulation 34 and Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis is presented as a separate section and constitutes an integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

As required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) has been made available on the Companys website. In line with NSE Circular Ref. No. NSE/CML/2024/TI dated May 10, 2024, and BSE Notice No. 20240510-48 dated May 10, 2024, a web-link has been provided for accessing the BRSR, instead of publishing the entire report in this Annual Report. The BRSR can be accessed at: https://www.shriramproperties.com/annual-report.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-3

The information required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Manageria Personnel) Rules, 2014, as amended from time to time, forms part of this Boards Report. However, in accordance with Section 136 of the Act, the Annual Report sent to the shareholders excludes this statement. The said information is available for inspection by the Members of the Company at the Corporate Office during business hours on all working days up to the date of the ensuing Annual General Meeting. Members who are interested in obtaining a copy of the same may write to the Company Secretary, upon which a copy will be provided.

AUDITORS AND AUDIT REPORTS:

i. Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as the Statutory Auditors of the Company for a period of five years at the Annual General Meeting held on September 30, 2021.

The Auditors Report for the financial year ended March 31, 2025, forms part of this Annual Report. The Statutory Audit Report on both the Standalone and Consolidated Financial Statements does not contain any qualifications, reservations, or adverse remarks.

ii. Secretarial Audit

In accordance with Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit for FY25 was conducted by Mr. P. Sriram, Practicing Company Secretary (Membership No. FCS: 4862, COP: 3310), Partner, M/s. SPNP & Associates, Practicing Company Secretaries.

The Secretarial Audit Report, prepared in accordance with the provisions of Section 204 of the Companies Act, 2013, is annexed to this Report as Annexure-4. Additionally, the Secretarial Audit Reports of the material subsidiaries, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are also annexed to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Report.

The Board has recommended the appointment of M/s. SPN P & Associates, Practicing Company Secretaries (Firm Registration No. 001076N/N500013), as the Secretarial Auditors of the Company for a period of five years, commencing from the conclusion of the ensuing Annual General Meeting and continuing until the conclusion of the Annual General Meeting to be held in the year 2030. M/s. SPNP & Associates have confirmed that they satisfy the eligibility and qualification criteria as prescribed under the Companies Act, 2013, for appointment as Secretarial Auditors of the Company.

The proposal for appointment of Secretarial Auditors is included in the Notice convening the ensuing Annual General Meeting.

iii. Cost Audit

The Cost records are maintained as per Section 148 of the Act. There are no qualification in the Cost Audit Report.

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. SBK & Associates, Cost Accountants (Firm Registration No. 000342), as the Cost Auditors of the Company for FY26.

In accordance with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for FY26 is subject to ratification by the shareholders. The proposal for ratification of the Cost Auditors remuneration is included in the Notice convening the ensuing Annual General Meeting.

FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013, and the Rules framed thereunder, either to the Company or to the Central Government.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL:

The Company has in place an Internal Financial Control System that is commensurate with the size, scale, and complexity of its operations. The system is adequate and effective in ensuring that the Companys assets are safeguarded and protected against loss, and that all transactions are properly authorised, recorded, and reported.

Ernst & Young LLP have been appointed as the Internal Auditors of the Company. As part of their engagement, they review the processes followed across various departments, assess the adequacy and effectiveness of internal systems, monitor compliance, and evaluate the Internal Financial Control System. The Internal Auditors present their Reports to the Audit Committee at regular intervals for review and necessary action.

POLICY MATTERS:

The Company has adopted and made available on its website various policies as required under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable SEBI Regulations.

Policies relating to Business Responsibility and Sustainability, which form part of the Business Responsibility and Sustainability Report (BRSR), have been appropriately disclosed in the said report.

All Company policies are accessible on the Companys website at: https:// www.shriramproperties.com/ corporate- governance.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with Section 135 of the Companies Act, 2013, and the applicable Rules made thereunder, the Company has constituted a Corporate Social Responsibility ("CSR") Committee and has adopted a formal Corporate Social Responsibility Policy.

During the year, the Company contributed Rs.17.30 lakhs to the Akshaya Patra Foundation towards initiatives aimed at the eradication of hunger.

In accordance with Section 134 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Report on the Companys CSR activities containing the brief outline of the CSR Policy of the Company, composition, meetings, and functions of the Committee, and other relevant details for the year is annexed to this Report as Annexure-5.

RISK MANAGEMENT FRAMEWORK:

Risk management is an integral part of the Companys strategic and planning processes. The Company proactively identifies potential risks and formulates action plans to mitigate those that could have a material impact on its long-term sustainability.

To strengthen this framework, the Board has constituted a Finance and Risk Committee to oversee and monitor the Companys risk management processes on a continuous basis.

Further details regarding the identification of key risks and the corresponding mitigation strategies are provided in other sections of this Report.

VIGIL MECHANISM:

The Company has established a vigil mechanism through the adoption of a Whistle-Blower Policy in accordance with the provisions of the Companies Act, 2013. This policy provides a framework for reporting instances of unethical behaviour, improper conduct, or any violation of the Companys policies, and ensures that such concerns are appropriately investigated and addressed.

The details of the Whistle-Blower Policy are available on the Companys website at: https://www.shriramproperties.com/ corporate-governance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy for the Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee ("ICC") has been duly constituted to address and resolve the complaints of sexual harassment in a timely and impartial manner.

During the year, no complaints were received by the Company under this policy. The details of the complaints under the POSH Act are enumerated below:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: Not Applicable

(C) number of cases pending for more than 90 days: Not Applicable

CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE:

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Corporate Governance Report is provided with this Annual Report.

Additionally, a certificate from Mr. P. Sriram, Practicing Company Secretary and Partner, M/s. SPNP & Associates, affirming compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations, is annexed to this Report as Annexure-6.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available on the Companys website and can be accessed at: https://www.shriramproperties.com/ annual-report.

DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS:

The Directors confirm that the Company has duly complied with the mandatory Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI), in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees, and investments made by the Company, as required under Section 186 of the Companies Act, 2013, are provided in the notes to the Financial Statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements, and transactions entered into by the Company with Related Parties during the year were in the ordinary course of business and conducted on an arms length basis. Related Party Transactions with the Companys subsidiaries, joint ventures, and associate companies were reviewed and approved by the Audit Committee as required from time to time.

Details of Related Party Transactions undertaken during the year are provided in the Notes to the Financial Statements forming part of this Annual Report. The Material Related Party Transactions for the year were duly reviewed and recommended by the Audit Committee and the Board of Directors and were subsequently approved by the shareholders through Posta Ballot on July 07, 2024.

Further, during the year under review, no contracts or arrangements were entered into with related parties falling within the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the requirement to Report such transactions in Form AOC-2 does not arise.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure-7 to this Report.

OTHER MATTERS:

i. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there were no outstanding amount of principal or interest as on the date of this Report.

ii. Depository system

The Companys equity shares are tradable exclusively in electronic (dematerialised) form.

As on March 31, 2025, 100% of the Companys total paid-up equity share capital, comprising 17,03,52,907 equity shares, is held in dematerialised form.

iii. Transfer to Investor Education and Protection Fund

The Company does not have any unclaimed dividend amounts required to be transferred to the Investor Education and Protection Fund (IEPF) during the year.

iv. Human Resources

Employee relations remained cordial throughout the year across all levels of the organisation. The Board places on record its sincere appreciation for the hard work, dedication, and commitment demonstrated by all employees.

As on March 31, 2025, the Company had an employee strength of 665, including employees of its subsidiaries.

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961.

v. Awards and Accolades

During the year, the Company received various awards and recognitions for its performance and excellence. The details of these awards and recognitions are provided in a separate section of this Annual Report.

vi. Statutory disclosures

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. All Directors have made the necessary disclosures as required under the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A Certificate of Non-Disqualification of Directors, as mandated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been obtained from M/s. SPNP & Associates, Practicing Company Secretaries. Copy of the certificate is enclosed.

ACKNOWLEDGMENTS:

The Board of Directors takes this opportunity to sincerely thank the Companys valued customers, suppliers, vendors, investors, and bankers for their trust, confidence, and continued support.

The Board also places on record its deep appreciation for the dedication, professionalism, and committed efforts of all employees across all levels, whose contributions have laid a strong foundation for the Companys growth and success.

We extend our gratitude to the Government of India, the respective State Governments, and various regulatory authorities for their ongoing assistance and cooperation, and we look forward to their continued support in the future.

Finally, the Board expresses its heartfelt thanks to the Companys shareholders for their trust, encouragement, and sustained support.

	For and on behalf of the Board of Director of
	Shriram Properties Limited
	M. Murali
Date: August 12, 2025	Chairman and Managing Director
Place: Bengaluru	DIN: 00030096