Shriram Properties Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 5 th Annual Report (post-IPO) of the Company, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 (FY26).

The Company operates in the real estate sector and, in line with established industry practices, undertakes majority of its development activities through various Special Purpose Vehicles (SPVs), each formed for the execution of specific real estate project(s). This structure enables focused project execution, project-specific financing, effective risk ring-fencing, and compliance with applicable regulatory and operational requirements.

As a result, a significant portion of the Groups business activities, revenues, and profits is generated at the SPV level. Accordingly, the Standalone Financial Statements of the Company reflect only the performance of the parent entity and do not capture the full economic performance of the Group, comprising of the Listed Company along with Subsidiaries and Joint Ventures (JVs).

The Consolidated Financial Statements, thus present the financial position and performance of the Company together with its subsidiaries, including SPVs as a single economic entity. They therefore provide a comprehensive view of the Groups revenues, profitability, assets, liabilities, cash flows and overall financial performance during the year.

This operating model is well established and widely followed across the real estate industry, particularly for executing multiple projects, facilitating joint development and joint venture arrangements, and ensuring effective governance and risk management. Accordingly, the Consolidated Financial Statements provide the most meaningful basis for assessing the Companys overall financial position and operational performance, while, the Standalone Financial Statements present only the financial results of the parent entity.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Companys financial performance on a Standalone and Consolidated basis for FY26 are summarised below:

(figures in Rs. Crore)

	Consolidated		Standalone
Particulars	FY26	FY25	FY26	FY25
Total Income	1,356.93	973.38	326.17	134.71
Operating Expenditure	1,276.31	908.99	321.39	218.39
Share of profit/(Loss) of joint ventures	(2.59)	23.51	-	-
Profit/(Loss) before tax	78.03	87.90	4.78	(83.68)
Current Tax (including reversals of previous years)	(5.91)	(7.69)	(4.00)	(6.74)
Deferred Tax Charge/(Credit)	(16.87)	18.29	1.22	(19.20)
Profit/(Loss) after tax	100.81	77.30	7.56	(57.74)

The FY26 Financial Statements have been prepared in compliance with the Indian Accounting Standards (Ind AS) specified under the Companies Act, 2013 and applicable rules, as amended.

BUSINESS AND OPERATIONS:

Operational Highlights

During the year under review, the Company continued to strengthen its position as one of the leading mid-market and mid-premium focused residential real estate developers with a strong presence across Bengaluru, Chennai, Kolkata and Pune. The Company remained committed to its long-term strategic roadmap, #SPLNxt, with a continued emphasis on disciplined business development, capital-efficient growth, operational excellence, customer-centricity and prudent financial management.

The residential real estate sector continued to benefit from favourable macroeconomic conditions, rapid urbanisation, increasing infrastructure investments and the growing preference for organised developers.

During the year, the Company successfully entered the Pune market, which witnessed an encouraging customer response and provided a strong platform for future growth in Western India. In Kolkata, improving market dynamics and new development opportunities are creating a stronger pathway for value creation.

The Company maintained its focus on execution excellence, timely project delivery, disciplined capital allocation and strengthening governance practices. With an expanding development pipeline, strong execution capabilities and a healthy balance sheet, the Company is well positioned to deliver sustainable long-term value to all its stakeholders. The operational performance of the Company remained resilient despite delays in regulatory approvals affecting project launches during a part of the year. Key operational achievements during the year include:

• Sales volume of 4.2 msf 1 with sales value of J 2,354 crore, driven primarily by ongoing projects and healthy customer demand across key markets.

• Highest-ever gross collections of J 1,661 crore, supported by strong project execution, milestone achievements and customer collections.

• Completion of eight projects, comprising residential and plotted developments, aggregating approximately 4.0 msf of saleable area.

• Successful handover of 3,465 residential units, marking the third consecutive year in which the Company handed over more than 3,000 homes to customers.

• Accelerated customer handovers following receipt of Occupancy/Completion Certificates for key projects, including delivery of approximately 1,200 units within 30–45 days during Q4 FY26.

• Continued expansion of the development pipeline through disciplined business development initiatives under the Companys capital-light growth strategy.

The Companys continued focus on project execution, customer satisfaction and operational efficiency resulted in record deliveries during the year and has laid a strong foundation for future growth.

Financial Performance (Consolidated)

The consolidated financial performance of the Company during the year under review reflects strong execution-led growth and improved operational performance.

Total income increased to H1,356.93 crore in FY26 as against H973.00 crore in the previous year, representing a growth of approximately 39%. Revenue from operations stood at H1,267.41 crore, primarily driven by revenue recognition from recently completed residential projects, while other income amounted to RS. 89.52 crore.

The Company reported an EBITDA of RS. 176.88 crore during the year. Profit Before Tax (PBT) stood at Rs. 78.03 crore, while Profit After Tax (PAT) increased to Rs. 100.81 crore, representing the highest profit reported by the Company since its listing. The record financial performance was primarily driven by:

• accelerated project execution and customer handovers;

• strong revenue recognition from completed projects;

• disciplined cost management;

• healthy operating cash flows; and

• prudent financial management.

The Companys net debt-to-equity ratio remained comfortable at 0.30:1, reflecting continued financial discipline and a healthy capital structure.

Financial Performance (Standalone)

During the year under review, the Company reported a total income of Rs. 326.17 crore as compared to RS. 134.71 crore in the previous financial year, reflecting a significant improvement primarily on account of higher revenue from operations and increased other income. Revenue from operations increased to Rs. 193.98 crore, while other income stood at Rs. 132.19 crore in FY26.

The Company reported a PBT of Rs. 4.78 crore during FY26 as against a Loss Before Tax of Rs. 83.68 crore in the previous financial year, demonstrating a significant turnaround in its standalone performance.

Consequently, the Company reported a PAT of Rs. 7.56 crore for FY26 compared to a Loss After Tax of Rs. 57.74 crore in FY25. The improvement in profitability was primarily driven by higher operating income, improved project execution, prudent cost management and better treasury performance during the year. The Companys financial position continued to remain strong with total assets increasing to RS. 2,600.52 crore as at March 31, 2026 from Rs. 2,271.13 crore in the previous year. Shareholders funds stood at H1,598.32 crore as against Rs. 1,587.06 crore in the previous year.

The Company also generated positive operating cash flows of Rs. 63.06 crore during the year as against negative operating cash flows of H86.26 crore in the previous year, reflecting improved operational efficiency, better working capital management and stronger business performance.

The Board believes that the Companys continued focus on disciplined capital allocation, operational excellence, prudent financial management and execution of its strategic initiatives will further strengthen its standalone financial performance and create sustainable long-term value for all stakeholders.

DIVIDEND:

In view of the Companys capital allocation priorities and its continued focus on preserving financial resources to support future business growth, expansion, and investment requirements, the Board of Directors has decided not to recommend any dividend for FY26. Accordingly, no amount has been transferred to the General Reserve during the year. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the Company has adopted a Dividend Distribution Policy, which 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 real estate projects through SPVs, which is in line with prevailing industry practices.

This structure also aligns with the requirements of financing partners, investors, and landowners, while facilitating efficient project management, governance, and regulatory compliance. Accordingly, projects are undertaken through SPVs in the form of wholly owned subsidiaries, subsidiaries, or joint ventures, depending on the specific commercial, financing, and contractual arrangements applicable to each project.

Details of the Companys subsidiaries and joint ventures as at March 31, 2026, are provided below:

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

During the year, the Company has acquired complete ownership of Shrivision Upscale Spaces Pvt. Ltd. from the existing shareholders. Consequently, it became a wholly owned subsidiary of the Company.

Based on the Audited Financial Statements for FY25, the following entities qualified as material subsidiaries of the Company during the year under review:

1. Bengal Shriram Hitech City Pvt. Ltd.

2. Global Entropolis (Vizag) Pvt. Ltd.

3. Shriprop Properties Pvt. Ltd.

4. SPL Housing Projects Pvt. Ltd.

The material subsidiaries for FY27, based on the Audited Financial Statements of FY26, are as specified below:

1. Bengal Shriram Hitech City Pvt. Ltd.

2. Global Entropolis (Vizag) Pvt. Ltd.

3. Shriprop Properties Pvt. Ltd.

4. SPL Estates Pvt. Ltd.

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. A statement containing the salient features of the financial statements of the Companys subsidiaries, associates, and joint ventures, as required under Form AOC-1, is enclosed as Annexure-1 to this Report.

The Audited Financial Statements of the Companys subsidiaries, together with the related reports and other information required under the Companies Act, 2013, are available on the Companys website at https://www. shriramproperties.com/annual-report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/ COURTS:

During the year under review, no significant or material orders were passed by any regulatory authority, court, or tribunal that could impact the Companys status as a going concern or materially affect its future operations.

No application has been made, or proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the year, 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 FY26, and the date of this Report that have had, or are likely to have, a material impact on the Companys operations or financial position.

SHARE CAPITAL-RELATED MATTERS:

I. Share Capital:

As at March 31, 2026, the authorised share capital of the Company was H 2,50,00,00,000, comprising 25,00,00,000 equity shares of H10 each. The issued, subscribed, and fully paid-up equity share capital of the Company was H170,65,43,920, comprising 17,06,54,392 equity shares of RS. 10 each.

During the year, the Company did not issue any equity shares with differential voting rights or any sweat equity shares.

II. Employee Stock Option Scheme:

During the year, the Company allotted 3,01,485 equity shares pursuant to the exercise of vested stock options under the Shriram Properties Limited Employee Stock Option Plan, 2013 (ESOP 2013). Consequently, the issued, subscribed, and fully paid-up equity share capital of the Company increased to H170,65,43,920, comprising 17,06,54,392 equity shares of RS. 10 each.

Detailed disclosures relating to the stock options granted, vested, exercised, lapsed, and outstanding under the ESOP 2013, as required under the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations), are provided in Annexure-2 to this Report.

During the year, the Company also formulated and adopted a new employee stock option scheme titled

Shriram Properties – Employees Stock Option Scheme, 2025 (ESOS 2025 or the Scheme), following the approval of the members.

In accordance with the SEBI SBEB Regulations, the disclosures required thereunder have been made available on the Companys website and can be accessed at https:// www.shriramproperties.com/company-announcements. The Secretarial Auditor has certified that the ESOP 2013 has been implemented in accordance with the SEBI SBEB Regulations and the resolutions passed by the members of the Company. The certificate will be available for inspection by the members in electronic mode during the Annual General Meeting (AGM) of the Company.

BOARD OF DIRECTORS AND ITS COMMITTEES:

i. Composition of the Board of Directors

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

The composition of the Board is in compliance with the requirements of Regulation 17 of the SEBI LODR Regulations and Section 149 of the Companies Act, 2013. In the opinion of the Board, all the Directors possess the requisite qualifications, experience, expertise, and integrity, and fulfil the conditions specified under the Companies Act, 2013 and the SEBI LODR Regulations for their respective appointments.

The details of the composition of the Board, including the profiles of the Directors, are provided in this Annual Report.

ii. 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, retires by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment.

Based on the recommendation of the Board of Directors, the necessary resolution seeking the approval of the members for his re-appointment forms part of the Notice convening the ensuing AGM.

iii. Committees of the Board

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

iv. Board Meetings

During the year under review, the Board of Directors met five (5) times. The details of the Board Meetings held during the year, including the attendance of the Directors, are provided in the Corporate Governance Report, which forms part of this Annual Report.

v. Independent Directors Meeting and Declaration by Independent Directors

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI LODR Regulations, a separate meeting of the Independent Directors was held on MarcRs. 16, 2026.

The Independent Directors have submitted declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations, together with the declaration required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI LODR Regulations.

The Board is of the opinion that all the Independent Directors possess the requisite integrity, expertise, and experience, including the proficiency required under the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. The Company has adopted a Code of Conduct applicable to the Directors and Senior Management Personnel, including the Key Managerial Personnel (KMPs). All the Directors and Senior Management Personnel have affirmed their compliance with the said Code for FY26.

vi. Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and the SEBI LODR Regulations, the annual performance evaluation of the Board of Directors, its Committees, the Chairman, and the individual Directors, including the Independent Directors, was carried out based on the criteria and evaluation framework recommended by the Nomination and Remuneration Committee. The evaluation process was designed to assess the effectiveness of the Board, its Committees, and the individual Directors in discharging their respective roles and responsibilities. The evaluation was conducted using a three-point rating scale to facilitate an objective and structured assessment.

The Board considered and recorded the outcome of the annual performance evaluation at its meeting held on April 15, 2026.

vii. Change in Key Managerial Personnel/Board of Directors

During the year under review, there were no changes in the Key Managerial Personnel/Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT:

According to the information and explanations obtained, pursuant to Section 134(5) of the Companies Act, 2013, (herein after referred to as the Act) your Directors, to the best of their knowledge and ability hereby confirm that: a) In the 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 so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. c) The Directors have 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 have 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 read with Schedule V of the SEBI LODR Regulations, the Management Discussion and Analysis Report is presented as a separate section and forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, the Business Responsibility and Sustainability Report (BRSR) has been hosted on the Companys website.

In accordance with NSE Circular Ref. No. NSE/CML/2024/11 dated May 10, 2024, and BSE Notice No. 20240510-48 dated May 10, 2024, the Company has provided a web link to the BRSR instead of reproducing the entire report in this Annual Report. The BRSR is available at https://www.shriramproperties.com/ annual-report.

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

The information required to be disclosed pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-3. The statement containing the particulars of employees 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 Managerial Personnel) Rules, 2014, forms part of this Boards Report. However, in terms of Section 136 of the Companies Act, 2013, the Annual Report sent to the members does not contain the said statement.

The statement is available for inspection by the members at the Corporate Office of the Company during business hours on all working days up to the date of the ensuing AGM. Any member interested in obtaining a copy of the statement may write to the Company Secretary, and the same will be provided upon request.

AUDITORS AND AUDIT REPORTS:

i. Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), will complete its second consecutive term of five years as the Statutory Auditors of the Company upon the conclusion of the ensuing AGM and shall retire thereafter.

The Independent Auditors Reports on the Standalone and Consolidated Financial Statements FY26, form part of this Annual Report. The Independent Auditors Reports on the Standalone and Consolidated Financial Statements do not contain any qualification, reservation, adverse remark, or disclaimer of opinion.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. Abarna & Ananthan, Chartered Accountants (Firm Registration No. 000003S), as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the ensuing AGM, in place of the retiring Statutory Auditors, subject to the approval of the members.

M/s. Abarna & Ananthan, Chartered Accountants, has furnished its written consent to act as the Statutory Auditors of the Company and has confirmed that its appointment, if made, will be in accordance with the provisions of the Companies Act, 2013, and that it satisfies the criteria provided under Section 141 of the Act. The necessary resolution seeking the approval of the members for the appointment of M/s. Abarna & Ananthan, Chartered Accountants, as the Statutory Auditors of the Company forms part of the Notice convening the ensuing AGM.

ii. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for FY26, was conducted by Mr. P. Sriram (FCS No. 4862, COP No. 3310), Partner, M/s. SPNP & Associates, Practising Company Secretaries. The Secretarial Audit Report issued by the Secretarial Auditor is annexed to this Report as Annexure-4. In addition, the Secretarial Audit Reports of the material subsidiaries, as required under the SEBI LODR Regulations, also form part of this Annual Report.

The Secretarial Audit Report and the Secretarial Audit Reports of the material subsidiaries do not contain any qualification, reservation, adverse remark, or disclaimer.

iii. Cost Audit

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government. Accordingly, the prescribed cost accounts and records have been made and maintained by the Company.

The Cost Audit Report do not contain any qualification, reservation, adverse remarks, or disclaimer.

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 to conduct the audit of the cost records for FY27.

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for FY27 is subject to the ratification of the members. The necessary resolution seeking ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing AGM.

FRAUD REPORTING:

There were no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013, read with the Rules made thereunder, either to the Company or to the Central Government during the year under review.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL:

The Company has established and maintained adequate and effective Internal Financial Controls commensurate with the size, scale, and complexity of its operations. The Internal Financial Controls are designed to provide reasonable assurance regarding the safeguarding of the Companys assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

M/s. Ernst & Young LLP has been appointed as the Internal Auditors of the Company. As part of their engagement, the Internal Auditors review the adequacy and effectiveness of the Companys internal control framework, risk management processes, governance mechanisms, and compliance with applicable laws, regulations, and internal policies. The Internal Auditors submit their reports periodically to the Audit Committee, which reviews the audit findings and monitors the implementation of corrective actions, wherever necessary.

POLICY MATTERS:

The Company has adopted various policies in compliance with the requirements of the Companies Act, 2013, the SEBI LODR Regulations, and other applicable SEBI regulations. These policies have been approved by the Board of Directors, wherever applicable, and are hosted on the Companys website. The policies relating to Business Responsibility and Sustainability have been appropriately disclosed as part of the Business Responsibility and Sustainability Report (BRSR). All the policies adopted by the Company are available on the Companys website at https://www.shriramproperties.com/ corporate-governance.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee and adopted a Corporate Social Responsibility Policy.

The Company was not required to incur expenditure towards Corporate Social Responsibility activities during FY26 in accordance with the provisions of Section 135 of the Companies Act, 2013.

In accordance with Section 134(3)(o) of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR Activities, containing a brief outline of the CSR Policy, the composition of the CSR Committee, details of its meetings, and other prescribed particulars, is annexed to this Report as Annexure-5.

RISK MANAGEMENT FRAMEWORK:

Risk management forms an integral part of the Companys strategic planning and business decision-making processes. The Company has established a robust risk management framework to identify, assess, monitor, and mitigate risks that could have a material impact on its business, operations, financial performance, or long-term sustainability.

To strengthen the Companys risk governance framework, the Board of Directors has constituted a Finance and Risk Committee to oversee the implementation and effectiveness of the Companys risk management framework and to monitor key business risks on a continuous basis.

Further details on the Companys risk management framework, key risks, and the corresponding mitigation measures are provided in the Management Discussion and Analysis Report and the Corporate Governance Report, which form part of this Annual 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 and the SEBI LODR Regulations. The Policy provides an effective mechanism for directors, employees, and other stakeholders, as applicable, to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct and other applicable policies, without fear of retaliation.

The Company affirms that no person has been denied access to the Chairperson of the Audit Committee, and the Vigil Mechanism operates effectively in accordance with the applicable statutory and regulatory requirements.

The Whistle Blower Policy is 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 for sexual harassment in the workplace and is committed to providing a safe, secure, and respectful work environment for all its employees.

The Company has adopted a Policy on the Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Committee (IC) has been duly constituted to receive, inquire into, and redress complaints of sexual harassment in a fair, timely, and impartial manner.

During the year under review, no complaint of sexual harassment was received under the POSH Act. The disclosures required under the POSH Act are as follows: (a) Number of complaints of sexual harassment received during the year: Nil (b) Number of complaints disposed of during the year: Nil (c) Number of complaints pending for more than 90 days as at March 31, 2026: Nil

CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI LODR Regulations, a separate Corporate Governance Report forms part of this Annual Report.

A certificate from Mr. P. Sriram, Practising Company Secretary (FCS No. 4862, COP No. 3310) and Partner, M/s. SPNP & Associates, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI LODR Regulations, is annexed to this Report as Annexure-6.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company 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 complied with the applicable Secretarial Standards, namely Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI), in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees, and investments covered under the provisions of Section 186 of the Companies Act, 2013, are disclosed 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 its related parties during the year under review were in the ordinary course of business and on an arms length basis. Related Party Transactions (RPTs) with the Companys subsidiaries, joint ventures, associates, and other related parties were reviewed and approved by the Audit Committee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations. Details of the Related Party Transactions entered into during the year are disclosed in the Notes to the Financial Statements forming part of this Annual Report. The Material Related Party Transactions undertaken during the year were reviewed and recommended by the Audit Committee and the Board of Directors and were subsequently approved by the members through a Postal Ballot on July 5, 2025.

The particulars of contracts or arrangements entered into with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed to this Report as Annexure-7.

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 annexed to this Report as Annexure-8.

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 amounts of principal or interest as on the date of this Report.

ii. Depository system

The equity shares of the Company are traded exclusively in dematerialised form.

As at March 31, 2026, 100% of the Companys paid-up equity share capital, comprising 17,06,54,392 equity shares, was held in dematerialised form.

iii. Transfer to Investor Education and Protection Fund

During the year under review, there were no unclaimed dividend amounts required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) in accordance with the applicable provisions of the Companies Act, 2013.

iv. Human Resources

Industrial and employee relations remained cordial throughout the year across all levels of the organisation. The Company continued to foster an inclusive, collaborative and performance-driven work culture focused on employee development, engagement and well-being. The Board places on record its sincere appreciation for the commitment, dedication, and valuable contributions made by all employees during the year.

As at March 31, 2026, the Group had a total employee strength of 663, including employees of its subsidiaries. The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

v. Awards and Accolades

During the year under review, the Company received several awards and recognitions. 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 is disqualified from being appointed or continuing as a Director under the provisions of Section 164(2) of the Companies Act, 2013. All the Directors have furnished the necessary disclosures and declarations as required under the applicable provisions of the Companies Act, 2013, and the SEBI LODR Regulations.

A certificate from M/s. SPNP & Associates, Practising Company Secretaries, confirming that none of the Directors is disqualified from being appointed or continuing as a Director in terms of Section 164(2) of the Companies Act, 2013, has been obtained in accordance with Regulation 34(3) read with Schedule V of the SEBI LODR Regulations. The said certificate is annexed to this Report as Annexure-9.

ACKNOWLEDGMENTS:

The Board of Directors places on record its sincere appreciation and gratitude to the Companys valued customers, suppliers, vendors, investors, bankers, business associates, and all other stakeholders for their continued trust, confidence, and support. The Board also expresses its deep appreciation to all employees across the Group for their dedication, professionalism, and committed efforts during the year. Their continued contribution, teamwork, and commitment have been instrumental in the Companys growth and success.

The Board further extends its gratitude to the Government of India, the respective State Governments, statutory and regulatory authorities, and other government agencies for their continued guidance, support, and cooperation.

Finally, the Board conveys its sincere thanks to the members of the Company for their continued confidence, trust, and unwavering support and looks forward to their continued encouragement in the years ahead.

For and on behalf of the Board of Directors of
Shriram Properties Limited

M. Murali
Chairman and Managing Director
DIN: 00030096

Date: August 12, 2026
Place: Bengaluru