Directors Report of Shriram Properties Ltd.

Mar 31, 2025

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

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

Particulars	Consolidated		Standalone
	FY25	FY24	FY25	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	7,730	7,542	(5,774)	9,633

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.

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 Company''s 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 H2,28,815 lakhs, and posted record-high
collections of H1,48,434 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.

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 Group''s
revenue and profits is generated at the SPV level and
consolidated in the Group''s 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 Company''s Consolidated
Financial Statements accurately reflect its operational and
financial performance during the year, consistent with the
past years.

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
H97,338 lakhs, gross profit of H24,850 lakhs, EBITDA (including
share of JV income) of H20,283 lakhs, and Profit After Tax (PAT)
of H7,730 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 H80,890 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 H14,994 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 H9,247 lakhs
and as of March 31, 2025, SPL had 665 employees. Other
operating expenses, amounting to H12,665 lakhs, were mainly
attributed to advertising, sales promotion, legal fees, repairs
and maintenance.

The Company achieved EBITDA of H20,283 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 H10,458 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.

SPL''s profit before the share of JV income/losses was H6,439
lakhs. The Company reported a share of profit from joint
ventures amounting to only H2,351 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 H7,730 lakhs.

This performance underscores the Company''s 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 SPL''s strategic planning, governance, and commitment to
stakeholder value.

The Company continued to generate healthy cashflow from
operations and during the year H30,500 lakhs of cash flow
were generated from operations as compared to H22,700 lakhs
in FY24. After utilising H3,200 lakhs towards loan repayments
and interest payments under financing activities. The
Company generated free cash flows of H27,300 lakhs before
new project investment.

During the year, the Company invested H14,300 lakhs towards
new project commitments, aligning with its long-term
growth strategy.

Free cash flow improved significantly to H13,000 lakhs, up
from H7,000 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 H31,994 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 H13,471 lakhs while
the total expenses were H21,839 lakhs and the Profit/(Loss)
After Tax (PAT) of H(5,774) lakhs.

As described earlier in this Report, the Company''s 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 Company''s 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 Company''s 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 Company''s subsidiaries and joint ventures as on year end are provided below:

Sl. No.	Name of the Company	Subsidiary/Joint venture	Project
1	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 Material subsidiaries for FY26, based on the Audited Financial
Audited Financial Statements of FY24 are as below: Statements of FY25 are as below:

1. Bengal Shriram Hitech City Private Limited 1. Bengal Shriram Hitech City Private Limited

2. Global Entropolis (Vizag) Private Limited 2. Global Entropolis (Vizag) Private Limited

3. Shrivision Homes Private Limited 3. Shriprop Properties Private Limited

4. Shriprop Developers Private Limited 4. SPL Housing Projects Private Limited

5. Shriprop Properties Private Limited

6. Shriprop Structures 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 Company''s 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 Company''s 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 Company''s 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 Company''s operations.

SHARE CAPITAL-RELATED MATTERS:

I. Share Capital:

As of March 31, 2025, the authorised share capital
of the Company stood at H2,50,00,00,000, divided
into 25,00,00,000 equity shares of H10 each. The
issued, subscribed, and fully paid-up share capital was
H1,70,35,29,070, divided into 17,03,52,907 equity shares
of H10 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 H170,35,29,070, divided into
17,03,52,907 equity shares of H10 each.

Detailed information regarding the options granted,
vested, and exercised under the Company''s 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 Company''s 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

I n 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

I n 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) I n 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 Company''s website. In line with NSE
Circular Ref. No. NSE/CML/2024/11 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 Board''s 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 Managerial
Personnel) Rules, 2014, as amended from time to time,
forms part of this Board''s 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 Auditor''s 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.

I n 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 Company''s 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 Company''s
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 H17.30 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 Company''s 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 Company''s 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
Company''s 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 Company''s policies,
and ensures that such concerns are appropriately investigated
and addressed.

The details of the Whistle-Blower Policy are available on the
Company''s 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 Company''s 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 arm''s
length basis. Related Party Transactions with the Company''s
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 Postal
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 Company''s equity shares are tradable exclusively in
electronic (dematerialised) form.

As on March 31, 2025, 100% of the Company''s 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 Company''s 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 Company''s 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
Company''s 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

---

Mar 31, 2024

Your Directors have the pleasure of presenting the 3^rd Annual Report post IPO of the Company (24^th Annual Report since inception) along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024.

PERFORMANCE OF YOUR COMPANY 1. Financial Highlights:

H In lakhs

Particulars	FY24	FY23	FY24	FY23
Revenue from Operations	13,234	13,488	86,453	67,440
Other Income	16,323	15,551	12,282	13,953
Total Income	29,557	29,039	98,735	81,393
Operating Expenditure	18,450	23,781	89,139	74,528
Share of loss/profit of joint ventures	-	-	(1,958)	290
Profit before exceptional items and tax	11,107	5,258	7,638	7,155
Profit before tax	11,107	5,258	7,638	7,155
Provision for taxation	-	-	-	554
Tax relating to previous years	-	(821)	(1,024)	(821)
Deferred Tax	1,474	1,045	1,120	597
Profit after tax	9,633	5,034	7,542	6,825
Other comprehensive income/loss	4	(35)	-	(29)
Non-controlling interests	-	-	(5)	228
Total comprehensive income for the year	9,637	4,999	7,542	6,796
Earnings per share basic	5.66	2.96	4.44	3.88
Earnings per share diluted	5.66	2.96	4.44	3.88

Additionally, the Company earned H6,028 lakhs through Development Management (DM) fees from projects like Shriram Chirping Ridge, Shriram Chirping Grove, and Shriram Pristine Estates. DM revenues were lower compared to the previous year due to project completions. SPL maintained a healthy gross margin of 29% in FY24, supported by income recognition from the key projects mentioned above. Other income of H12,282 lakhs mainly includes interest income from joint ventures and the monetisation of economic interests in certain projects.

Operating expenses were higher in line with increased volumes of completion and hand over associated with income recognition upon obtaining occupancy certificates and customer registrations.

Employee expenses rose by 9% year-on-year to H8,605 lakhs. As of March 31, 2024, SPL had 670 employees. Other operating expenses, amounting to H10,493 lakhs, were mainly attributed to advertisement, sales promotion, legal fees, and maintenance.

The Company achieved its highest-ever EBITDA of H22,284 lakhs, resulting in an EBITDA margin of 23%, driven by income from critical projects and cost control efforts. The return on capital employed (RoCE) stood at 11%, placing SPL among the top performers in its peer group.

Finance costs increased by 11% year-on-year to H11,780 lakhs, on account of interest associated with acquisitions and interest expenses on term loans and non-convertible debentures. The Company is focused on lowering interest costs and reducing net debt in FY25.

SPL''s profit before the share of JV income/losses was H9,592 lakhs, reflecting a 40% year-on-year growth. However, the Company reported a share of losses from joint ventures at H1,958 lakhs, mainly due to the early stage of development in projects. Despite this, the overall net profit for SPL stood at H7,542 lakhs, marking a 11% year-on-year growth. The Company continues its positive momentum in profitability, which began in Q3 FY22.

3. DIVIDEND:

To conserve long-term resources and based on the current financial performance, the Board of Directors do not recommend dividends and no amount is transferred to general reserves.

I n terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company''s website at: https://www.shriramproperties.com/ corporate-governance

4. SUBSIDIARIES AND JOINT VENTURES:

Given the nature of its business operations, and with a view to ring fence project risk, the Company executes individual projects in separate Special Purpose Vehicle (SPV), consistent with the industry practices. This approach is also the requirement of the funding investors/ landowners and accordingly, the projects are being implemented through wholly owned subsidiaries or subsidiaries or joint ventures.

The Financial Statements for the year ended March 31, 2024, have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under the Companies Act 2013 and the Rules prescribed thereon, as amended.

2. BUSINESS AND OPERATIONS:

Shriram Properties Limited (“SPL” or the “Company”) demonstrated its operational prowess with several record-breaking achievements during FY24. SPL reported its highest-ever sales volume of 4.6 msf, reflecting a 14% year-on-year growth, and a sales value of H2,36,228 lakhs, marking a 28% year-on-year increase. Robust sales in ongoing and newly launched projects primarily drove this momentum. Additionally, SPL recorded its highest-ever gross collection of H1,39,123 lakhs, attributed to significant milestone achievements and successful handovers.

Upholding its reputation for timely deliveries, SPL made significant strides in project execution, culminating in the completion of eight projects, both residential and plotted developments, encompassing a total saleable area of 3.8 msf during FY24. The handover process witnessed enhancements, with approximately 1,400 units delivered to the customers within a span of 45-60

days upon receiving occupancy or completion certificates towards the end of Q4. During the year, we successfully handed over more than 3,000 units, which is a significant milestone in our history and sets a new benchmark for the team to surpass in the years to come.

In a strategic endeavor to broaden its geographical footprint, SPL has decided on venturing into the Pune real estate market. By signing a development agreement, the Company marked its foray into the promising markets of Western India, signaling its intent to harness new opportunities and cater to a broader clientele.

Financial Performance (Consolidated)

SPL ended the year with total revenues of H98,735 lakhs, an EBITDA of H22,284 lakhs and a Profit After Tax (PAT) of H7,542 lakhs.

SPL reported a total income of H78,275 lakhs from sale of properties largely driven by five key projects: Shriram Liberty Square, Shriram Chirping Woods T5 in Bengaluru, Shriram Park 63, Shriram Shankari in Chennai, and Shriram Grand One in Kolkata. These projects contributed significantly, accounting for 81% of the project revenues.

The details of the Subsidiaries and Joint Ventures are provided below:

No	Name of the Company	Subsidiary/Joint venture	Project
1	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	SPL Shelters Private Limited	Wholly owned subsidiary	No Project
10	Shrivision Homes Private Limited	Wholly owned subsidiary	Shriram Chirping Woods
11	Shriram Living Spaces Private Limited.	Wholly owned subsidiary	No Project
12	Shriram Upscale Spaces Private Limited.	Wholly owned subsidiary	Shriram Hebbal 1
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

Sl. No	Name of the Company	Subsidiary/Joint venture	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 (99.9%)	Shriram Grand One
24	SPL Estates Private Limited	Tier II Subsidiary (A wholly owned subsidiary of Bengal Shriram Hitech City Private Limited)	Shriram Sunshine
25	SPL Realtors Private Limited	Subsidiary	Shriram Surabhi
26	Shrivision Elevations Private Limited*	Joint venture	Shriram 122 West
27	Shriprop Living Spaces Private Limited*	Joint venture	Shriram 107 South East
28	SPL Towers Private Limited*	Joint venture	Shriram Wytfield
29	SPL Housing Projects Private Limited*	Joint venture	Shriram Pristine Estates
30	Shrivision Towers Private Limited	Joint venture	Shriram Greenfield
31	Shriprop Hitech City Private Limited	Joint venture	No Project

* These four 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 Accounting Standards. Hence, they appear as joint ventures in the financial statements.

During the year, eight companies became wholly owned subsidiaries of the Company and they are:

1. Shriprop Malls Private Limited.

2. Shriprop Infrastructure Private Limited.

3. Shrivision Projects Private Limited.

4. Shrivision Structures Private Limited.

5. Shrivision Estates Private Limited.

6. Shrivision Malls Private Limited.

7. Shrivision Hitech City Private Limited.

8. SPL Homes Private Limited.

Shriprop Properties Private Limited, hitherto treated as a joint venture under the Indian Accounting Standards, due to changes in certain provisions of the Securities Holders Agreement with DRI India Co., Ltd, has become a wholly owned subsidiary, since the terms and conditions of the Agreement was amended.

Material subsidiaries for FY24 based on the audited financials of FY23 are as below:

1. Bengal Shriram Hitech City Private Limited

2. Global Entropolis ( Vizag) Private Limited

3. Shriprop Projects Private Limited

These are material subsidiaries for FY25 based on the audited financials 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

Highlights of Performance of Subsidiaries, Associates and Joint Venture Companies

As required under Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared by the Company. The salient features of the financial statements of subsidiaries/associates as required in Form AOC 1 is enclosed as Annexure-1 to this Report.

Audited financial statements together with the related information and other reports of each of the subsidiary Companies are available on the website of the Company at: https://www.shriramproperties.com/annual-report

5. IPO AND FUNDS UTILISATION:

As reported last year, the Company has raised H25,004 lakhs through a fresh issue of capital in FY22. The Company has repaid certain loans availed by the Company and its subsidiaries from various lenders, aggregating to H20,000 lakhs and utilised H3,046 lakhs for General Corporate Purposes. All the funds were utilised before June 2023, and the balance of H1,958 lakhs was utilised towards proportionate issue expenses.

There were no deviations in the utilisation of funds to the object stated in the offer documents.

6. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/ COURTS:

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in the future.

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.

7. 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:

No material changes and commitments affecting the financial position of your Company have occurred between the end of FY24 and the date of this report, which could have an impact on your Company''s operations.

SPL Housing Projects Private Limited became wholly owned subsidiary, consequent to exit of ASK Real Estate Special Opportunities Fund IV in August 2024.

8. SHARE CAPITAL-RELATED MATTERS:

Share Capital:

The authorised share capital of the Company is H2,50,00,00,000/- divided into 25,00,00,000 equity shares of H10 each. The issued, subscribed and fully paidup capital as on March 31, 2024 was H1,70,32,60,260/-divided into 17,03,26,026 equity shares of H10 each. The Company has not issued any shares with differential voting rights, or sweat equity shares during the year.

Employee Stock Option Scheme:

The Company allotted 3,61,938 equity shares during FY24 (i.e., 54,069 equity shares on April 27, 2023; 30,817 equity shares on December 12, 2023 and 2,77,052 equity shares on March 04, 2024) on the exercise of vested ESOP Options. Consequent to the above allotment, the issued, subscribed and fully paid-up capital was increased to H1,70,32,60,260/- divided into 17,03,26,026 equity shares of H10/- each. A statement of detailed information on the options granted and vested under the Company''s ESOP plan is provided under Annexure 2 to this report.

The disclosure required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Regulations has been uploaded on the Company Website and the same can be accessed at https://www. shriramproperties.com/company-announcements.

9. BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of the Board of Directors

The Board has six Directors, comprising one Executive Chairman and Managing Director, one Non-Executive Non-Independent Director and four Independent Directors, including a woman Independent Director. The composition of the Board of Directors complies with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Section 149 of the Companies Act, 2013. The Independent Directors have confirmed that they meet the criteria of independence as specified in Section 149(6)

of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations.

Changes in the Board of Directors:

During the year, Mr. Raphael Rene Dawson (DIN 02108012) a nominee Director of WSI/WSQI V (XXXII) Mauritius Investors Limited has resigned from the position with effect from May 31, 2023 upon sale of Shares and exit of investment by WSI/WSQI V (XXXII) Mauritius Investors Limited.

Mr. Ashish Pradeep Deora (DIN 00409254) who was appointed as an Additional Director (Non-Executive Non- Independent) on the Board of the Company on August 14, 2023 with the recommendation of Nomination and Remuneration Committee. His appointment was regularised by the shareholders at the 23rd Annual General Meeting of the Company held on September 30, 2023.

Directors Retiring by Rotation

Under the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish Pradeep Deora, (DIN: 00409254) Non-Executive Non-Independent Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommended his reappointment.

Necessary resolutions seeking approval of the Shareholders have been placed before the Annual General Meeting for the appointment mentioned above.

Committees of the Board

The composition of various Committees of the Board and their meetings, including the terms of reference, are detailed in the Corporate Governance Report forming part of the Annual Report.

Board Meetings

The Board met 5 (five) times during the year under review. The details of board meetings and attendance of the Directors are provided in the Corporate Governance Report.

Independent Directors Meeting and Declaration by Independent Directors

As per the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR) Regulations, a meeting of the Independent Directors was held on February 14, 2024.

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

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

The Company has a Code of Conduct for the Directors and Senior Management Personnel including KMPs and they have complied with the provisions of the Code.

Board Evaluation

In compliance with the Companies Act, 2013 and Listing Regulations, the annual performance of the Board, its Committees, Chairperson and Individual Directors including the Independent Directors was evaluated as per the criteria laid down by the Nomination and Remuneration Committee. The performance evaluation process has been designed in such a manner that helps to measure effectiveness of the entire Board, its Committees and the Directors. The Board has carried out an Annual Performance Evaluation of its performance including the Independent Directors and that of its Committees in three-point metrics. The Board took on record the evaluation at their meeting held on May 1, 2024.

Change in Key Managerial Personnel

Mr. Duraiswamy Srinivasan (FCS 5550) Company Secretary & Compliance officer, retired from the services with effect from March 30, 2024. Mr. K Ramaswamy (ACS 28580) has been appointed as the Company Secretary and Compliance officer with effect from May 1, 2024.

Mr Gopalakrishnan J, was elevated as Executive Director and Group CEO and Mr. K. R. Ramesh was appointed as Executive Director - Strategy & Corporate Development both with effect from July 20, 2024.

Mr. Ravindra Kumar Pandey was appointed as Chief Financial Officer and Mr. Rajesh Yashwant Shirwatkar was elevated as Deputy Chief Financial Officer, both with effect from August 14, 2024.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

According to the information and explanations obtained, under Section 134(5) of the Companies Act, 2013, your Directors 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors 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 that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

I n terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis forms part of this report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As required under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is uploaded on the Company''s website and as per the NSE Circular Ref. No. NSE/CML/2024/11 dated May 10, 2024 and BSE notice no. 20240510-48 dated May 10, 2024. A link for accessing the BRSR has been provided instead of publishing the whole report. The same can be accessed at https://www.shriramproperties.com/company-announcements

13. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board''s Report under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure -3.

As per the second proviso of Sec 136 (1) of the Companies Act and the second proviso of Rule 5 of the Remuneration Rules, the Report and the Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Remuneration Rules. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent. The statement is available for inspection by the shareholders at the Registered Office during business hours.

14. AUDIT RELATED MATTERS

Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.001076N/N500013) were appointed as Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held September 30, 2021.

The Auditor''s Report for the year ending March 31, 2024, forms part of this Annual Report. There are no qualifications or adverse remarks in the Statutory Audit Report on the Standalone and Consolidated Financial Statements.

Secretarial Audit

Under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a Secretarial Audit for FY24 has been carried out 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 is in accordance with the provisions of Section 204 of the Companies Act, 2013 is attached as Annexure-4 to this Report.

It was observed that delay in submission of outcome of the Board Meeting to consider the financial results for the quarter & year ended March 31, 2023 by few minutes was due to technical glitch at the time of filing. Further it was also intimated to the Stock Exchange explain''s that the delay in disclosure of changes in Senior Management Personnel was due to the ongoing efforts to retain him at the Company. In this regard queries raised by the Stock Exchange were clarified by the Company.

The Secretarial Audit Report of Material Subsidiaries are also attached with this report, as required under SEBI LODR Regulations.

Cost Audit

Based on the recommendations of the Audit Committee, the Board of Directors have re-appointed M/s. SBK & Associates, Cost Accountants (Registration No: 000342) as the Cost Auditors of the Company for FY25. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for FY25 is subject to ratification by the Shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors for FY25.

15. FRAUD REPORTING

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

16. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. The system is proper and adequate to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded.

Ernst & Young LLP were appointed as Internal Auditors for a period of 3 years in FY23 and they are presenting their report on the process followed by the Company in

each department, adequacy of the systems, compliance and the Internal Financial Control System. Their reports are being monitored by the Audit Committee of the Company from time to time.

17. POLICY MATTERS

Various policies as required under the Companies Act, 2013 & SEBI (Listing Obligation and Disclosure Requirement) Regulations, (LODR Regulations) including any such other Regulations of SEBI have been placed on the Company website.

The policies concerning Business Responsibility and Sustainability, which form part of the BRSR Report have been appropriately disclosed in the Report. All policies can be viewed on the website of the Company at https:// www.shriramproperties.com/company-announcements.

18. CORPORATE SOCIAL RESPONSIBILITY

I n compliance with Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Company has the Corporate Social Responsibility Committee and has adopted a policy on Corporate Social Responsibility (CSR).

During FY24, the Company is not required to spend any amount on the CSR activity, since the three year average profit computed under Section 198 of the Companies Act 2013 is negative.

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on the Corporate Social Responsibility activities of the Company is given in Annexure -5 to this report.

19. RISK MANAGEMENT FRAMEWORK

Risk Management is an integral part of the Company''s strategy and planning process. Based on proactive identification of risks, action plans are devised to mitigate the risks that could materially impact the Company''s long-term sustainability and accordingly, your Board has constituted a Finance and Risk Committee which will oversee the risk management process in the Company.

The details on the identification of risks and mitigations of the risks are provided in other parts of this Report.

20. VIGIL MECHANISM

The Company has a vigil mechanism in the form of Whistle Blower Policy, in line with the Companies Act, 2013, to deal with instances of unethical and improper conduct and to take suitable steps to investigate and correct the same. The details of the Whistle Blower Policy are posted on the Company''s website.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for the prevention and redressal of sexual harassment in the workplace. Under the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for the prevention and redressal of complaints of sexual harassment of women at the workplace. No complaint were received by the Company during the year under review.

22. CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE

Under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is provided forming part of this report.

A certificate from Ms. Nithya Pasupathy, Practicing Company Secretary, Partner of M/S SPNP & Associates, affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure - 6 to this report.

23. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available under the web-link https://www.shriramproperties.com/annual-report.

24. DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS:

The Directors confirm that the mandatory Secretarial Standards on Board and General Meetings issued by the Institute of Company Secretaries of India under the applicable provisions of the Companies Act, 2013 and rules made thereunder, have been duly complied with.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into, by the Company during FY24, with Related Parties

were in the ordinary course of business and on an arm''s length price basis. Related Party Transactions with the Subsidiaries, Joint ventures and Associate companies were approved by the Audit Committee from time to time. The Related Party Transactions undertaken during the FY24 are detailed in the Notes to Accounts of the Financial Statements. The Material Related Party Transactions for FY24 were reviewed and recommended by the Audit Committee and the Board, were approved by the shareholders through a postal ballot on July 13, 2023.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure -7.

28. OTHER MATTERS

Debentures

During the year, the Company has redeemed the Unlisted, Secured Non-convertible Debentures, aggregating to H3,000 lakhs at par and there were no outstanding debentures as on March 31, 2024.

Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. As such, no amount of principal or interest was outstanding as on the date of this report.

Depository system

The Company''s equity shares are tradable only in electronic form. As on March 31, 2024, 100% of the Company''s total paid up equity share capital representing 17,03,26,026 shares are in dematerialised form.

Transfer to Investor Education and Protection Fund

The Company has no unclaimed dividend to be transferred to Investor Education and Protection Fund during the FY24.

Human Resources:

Employee relations remained cordial throughout the year at all levels. Your Company would like to express its appreciation for all the hard work, dedication and efforts put in by all the employees.

As on March 31, 2024, the Company had an employee strength of 670, including those in its subsidiaries.

Awards and Accolades

During FY24, the Company was conferred various awards and recognitions, the details of which are given in a separate section of the Annual Report.

Statutory disclosures

None of the Directors of the Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI Listing Regulations. The Certificate on nondisqualification of Directors as required under the SEBI (LODR) Regulations, 2015 has received from M/s SPNP & Associates, Practising Company Secretaries.

29. ACKNOWLEDGMENTS

The Board of Directors take this opportunity to sincerely thank the Company''s valued Customers, Suppliers, Vendors, Investors, Bankers for their trust, confidence and continued support of the Company. The Board expresses its deepest sense of appreciation to all the employees at all levels whose professional and committed initiative has laid the foundation for the Company''s growth and success. We thank the Government of India, the State Governments and other Government Agencies for their assistance and cooperation and look forward to their continued support in the future. Finally, the Board would like to express its gratitude to the members for their continued trust, cooperation and support.

For and on behalf of the Board M. Murali

Date: August 14, 2024 Chairman and Managing Director Place: Bengaluru DIN: 00030096

---

Mar 31, 2023

Board’s Report

Dear Members,

Your Directors have the pleasure of presenting the 23rd Annual Report of the Company (2nd Annual Report after the IPO) along
with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2023.

Performance of Your Company

1. Financial Highlights

Particulars	Standalone		Consolidated
	FY23	FY22	FY23	FY22
Revenue from Operations	1,348.82	2,068.59	6,744.03	4,328.81
Other Income	1,555.14	1,177.17	1,395.24	849.20
Total Income	2,903.96	3,245.76	8,139.27	5,178.01
Operating Expenditure	2,378.18	3,769.91	7,452.76	4,625.45
Share of profit/loss of joint ventures	-	-	29.04	(225.91)
Profit before tax/(Loss)	525.78	(524.15)	715.55	326.65
Provision for taxation & current tax	-	0.27	55.42	56.88
Tax relating to previous years	(82.11)	5.50	(82.11)	-
Deferred Tax	104.50	(129.41)	59.74	89.46
Profit after tax/(Loss)	503.39	(400.51)	682.50	180.31
Other comprehensive income	(3.51)	(2.31)	(2.86)	(1.83)
Non-controlling interests	-	-	22.79	82.50
Total comprehensive income/(loss) for the year	499.88	(402.82)	679.64	178.48
Earnings per share basic	2.96	(2.59)	3.88	0.63
Earnings per share diluted	2.96	(2.59)	3.88	0.63

The Financial Statements for the year ended March 31,
2023 (“FY23”), have been prepared in accordance with
Indian Accounting Standards (Ind-AS) as prescribed
under the Companies Act 2013 and the Rules prescribed
thereon, as amended.

2. Business and Operations

Shriram Properties Limited (“SPL”) witnessed an
exceptional year in FY23, marking significant milestones
in both strategic and operational areas. With a strong
focus on financial turnaround and operational excellence,
SPL set new records and achieved remarkable growth.
The Company achieved a record high sales volume
and highest ever sales value in FY23. This remarkable
achievement demonstrates the Company''s ability to
attract and engage customers effectively, apart from
the strength of its well-oiled sales machine that was
stabilised in recent years.

The Company''s execution performance reached new
highs, with the completion of seven projects spanning
an impressive development area of 3.8 msf in FY23.
Furthermore, the Company achieved its highest-ever
handover over 2,000 units, reinforcing its reputation as
a reliable and customer-centric real estate developer.
This is a significant achievement remarkable progress
considering an aggregate development area completed
of 5.5 msf in last 3 years, and an average annual
completion area of less than 1 msf area in the pre-RERA

era. This signifies the remarkable ramp-up achieved by
the Company in recent years, and its commitment to
timely execution and delivery.

The Company''s business fundamentals Credit and
improving outlook was recognised in the upgraded
rating of A-/Stable received from CRISIL. The Company
had ratings of BBB in the previous financial year. This
endorsement further strengthens the confidence of
investors, partners, and customers in SPL''s financial
stability and outlook.

The Company maintained a strong sales performance,
with quarterly run-rate averaging around 1 million square
feet. This not only instilled confidence in meeting
long-term growth targets but also set new benchmarks.
In FY23, the Company recorded its highest-ever sales
volume of 4.02 million square feet and the highest-ever
sales value of '' 18,461 million. This was supported by
seven launches, catering to demand across various
segments including mid-market, affordable and plotted
development projects. The sales-at-launch metric,
showcased impressive results. Despite a few launch
delays, new project launches contributed significantly to
maintaining sales volume targets. Key initiatives like the
Synergy Platform and Mega Value Month (MVM), along
with customer-centric marketing campaigns, played a
crucial role in driving sales momentum and achieving
organisational sales objectives.

The Company''s collections remained robust, amounting
to '' 11,943 million in FY23. Timely completion of
milestones played a pivotal role in maintaining billing
and collection momentum, although there were
some impacts from deferred launches during the
fourth quarter.

The Company witnessed an approximately 8%
improvement in average realisation offsetting temporary
cost inflation observed in Q1FY23.

Financial performance (Consolidated)

The Company''s Consolidated revenue from the sale
of constructed properties and co-development rights
amounted to ''6,125 million, driven by income recognition
in projects such as Shriram Southern Crest, Shriram
Grand One, and Shriram Shankari Projects. The income
from development rights represents incremental gains
from landowners. The top 5 projects contributed 83% of
project revenues. Development Management (DM) fees
were a significant contributor, with ''619 million realised
from projects like Shriram WYTfield, Shriram Park 63,
Shriram 107 South East, and Shriram Chirping Grove. The
top 5 DM projects accounted for 57% of DM revenues.
DM revenues could have been higher, but a few missed
launches resulted in lower-than-expected figures.

Gross margins remained healthy at 26% in FY23, driven
by revenue recognition in Shriram Southern Crest and
Shriram Grand One. The Company''s share of profit from
joint ventures was ''29 million for the year. Revenue
recognition from joint venture projects Shriram 107
South East and Shriram WYTfield is yet to commence,
while SPL''s share of operating costs in these JVs resulted
in a loss for the year. These losses were partially offset by
the share of profit from revenue recognition in Shriram
Park 63.

Employee expenses were C787 million, up 8% YoY,
reflecting normal salary hikes. As of March 31, 2023,
the Company had 668 employees on its payroll. Other
operating expenses amounted to C991 million, primarily
comprising advertisement and sales promotion, legal
and professional charges, rates and taxes, impairment
losses relating to landowner receivables, provisions for
joint venture obligations, and insurance, among others.
The Company achieved its highest-ever EBITDA of C1,828
million, resulting in an EBITDA margin of 22.5%. Return
on capital employed (ROCE) stood at 10% in FY23 and is
expected to stabilise higher over the next 12-18 months.
Overall finance cost for the year was C1,062 million,
primarily consisting of interest expense on term loans
and non-convertible debentures. The finance costs
include a non-cash charge of C221 million related to the
unwinding of discount on land cost payable in Kolkata.

Tax expense, including current taxes, tax relating to
previous years, and deferred tax, amounted to C33 million
for the year. This includes the reversal of excess tax of
C82 million related to previous years upon receipt of
assessment orders from authorities. Net profit remained
positive for the year, reaching C682 million, continuing
the positive momentum observed since Q3FY22. This
represents a growth of 3.8x compared to FY22.

3. Dividend

To conserve long-term resources and based on the
current financial performance, the Board of Directors do
not recommend dividends and no amount is transferred
to general reserves.

4. Subsidiaries and Joint Ventures

Given the nature of its business operations, and with a view to ring fence project risk, the Company executes individual
projects in separate Special Purpose Vehicle (SPV), consistent with the industry practices. Based on the requirement of
the funding investors/ landowners, the projects are being implemented through wholly owned subsidiaries or subsidiaries
or joint ventures.

The details of the Subsidiaries and Joint Ventures are provided below:

Sl. No	Name of the Company	Subsidiary/Joint Venture	Project
1.	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

Sl. No	Name of the Company	Subsidiary/Joint Venture	Project
10.	Shrivision Homes Private Limited	Wholly Owned Subsidiary	Shriram Chirping Woods
11.	Shriram Living Spaces Private Limited.	Wholly Owned Subsidiary	No Project
12.	Shriram Upscale Spaces Private Limited.	Wholly Owned Subsidiary	Shriram Hebbal 1
13.	Shrivision Elevation Private Limited	Wholly Owned Subsidiary	Shriram 122 West
14.	SPL Palms Developers Private Limited (formerly known as Suvilas Realities Private Limited.)	Tier II Wholly-owned Subsidiary (A wholly owned subsidiary of Shriprop Builders Private Limited)	Shriram Poem
15.	Bengal Shriram Hitech City Private Limited	Subsidiary	Shriram Grand One
16.	SPL Estates Private Limited	Tier II Subsidiary (A wholly owned subsidiary of Bengal Shriram Hitech City Private Limited)	Shriram Sunshine
17.	SPL Realtors Private Limited	Subsidiary	Shriram Surabhi
18.	Shriprop Properties Private Limited*	Joint Venture	Shriram Park 63
19.	Shriprop Living Spaces Private Limited*	Joint Venture	Shriram 107 South East
20.	SPL Towers Private Limited*	Joint Venture	Shriram WYT Field
21.	SPL Housing Projects Private Limited*	Joint Venture	Shriram Pristine Estates
22.	Shrivision Towers Private Limited	Joint Venture	Shriram Greenfield
23.	Shriprop Hitech City Private Limited	Joint Venture	No Project

During the year, four companies became wholly owned
subsidiaries of the Company and they are:

a. SPL Palms Developers Private Limited

b. Shrivision Elevation Private Limited

c. Shriram Upscale Spaces Private Limited

d. Shriram Living Spaces Private Limited

Highlights of Performance of Subsidiaries, Associates
and Joint Venture Companies

As required under Section 129 (3) of the Companies
Act, 2013, the Consolidated Financial Statements have
been prepared by the Company. The salient features
of the financial statements of subsidiaries/associates
as required in Form AOC 1 enclosed as Annexure-1 to
this Report.

5. Initial Public Offer and Funds Utilisation

As reported in the last year, the Company had raised
C2,504 million through a fresh issue of capital in FY22.
The Company has repaid certain loans availed by the
Company and its subsidiaries from various lenders,
aggregating to C2,155.37 million and utilised C304.58
million for general corporate purposes. The balance
unutilised amounts were fully utilised in April 2023, to
repay loans.

There were no deviations in the utilisation of funds to the
object stated in the offer documents.

6. Significant or Material Orders Passed by Regulators/
Courts

During the year under review, there were no significant
or material orders passed by the regulators or courts or
tribunals impacting the going concern status and the
Company''s operations in the future.

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.

7. 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

No material changes and commitments affecting the
financial position of your Company have occurred
between the end of the financial year and the date
of this report, which could have an impact on your
Company''s operations.

8. Share Capital-Related Matters
Share Capital

The Authorized Share Capital of the Company is
C2,50,00,00,000/- divided into 25,00,00,000 Equity
Shares of C10 each. The Issued, Subscribed and fully Paid-
up Capital as on March 31, 2023 was C1,69,96,40,880/-
divided into 16,99,64,088 Equity Shares of C10 each. The
Company has not issued any shares with differential
voting rights, sweat equity shares during the Year.

Employee Stock Option Plan

The Company allotted 54,069 Equity Shares on April
27, 2023, on the exercise of vested ESOP Options.
Consequent to the above allotment, the Issued,
Subscribed and Paid-up Capital was increased to
C1,70,01,81,570/- divided into 17,00,18,157 Equity Shares
of C10/- each. A statement of detailed information on
the options granted and vested under the Company''s
ESOP Plan is provided under Annexure 2 to this report.

The Company''s ESOP Plan 2013 was amended in July
2023 to provide clarity on certain terms, as required
under the SEBI (Share Based Employee Benefit and
Sweat Equity) Regulations 2021. There were no material
changes to the Plan.

The disclosure required under the said Regulations is
uploaded in the Weblink and can be accessed at https://
www.shriramproperties.com/company-announcements

9. Board of Directors and its Committees

Composition of the Board of Directors

The Board has six Directors comprising one Executive
Chairman and Managing Director, one Non-Executive
Non-Independent Director and four Independent
Directors, including a woman Director. The composition
of the Board of Directors complies with Regulation 17 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) and Section
149 of the Companies Act, 2013. The Independent
Directors have confirmed that they meet the criteria
of independence as specified in Section 149(6) of
the Companies Act, 2013 and Regulation 25(8) of the
Listing Regulations.

Changes in the Board of Directors

During the year, Mr. Ritesh Kantilal Mandot (DIN
02090270) was appointed as Nominee Director of
the Company representing Omega TC Sabre Holdings
with effect from April 28, 2022, who has subsequently
resigned as Director with effect from January 5, 2023.
Mr. S. Natarajan (DIN 00155988) has resigned as Director
of the Company with effect from October 19, 2022 on
attaining the age of 75 years. On sale of Shares and exit
of investment by WSI/WSQI V (XXXII) Mauritius Investors
Limited, its Nominee Director Mr. Raphael Rene Dawson
(DIN 02108012) resigned as Director of the Company on
May 31, 2023.

Basis on the recommendation of the Nomination and
Remuneration Committee, Mr. Ashish Pradeep Deora
(DIN 00409254) was appointed as an Additional Director
(Non-Executive Non-Independent) on August 14, 2023.
He will hold office until the conclusion of the forthcoming
Annual General Meeting, where he will seek appointment
as Non-Executive Non-Independent Director.

Directors Retiring by Rotation

Under the provisions of Section 152 of the Companies
Act, 2013, Mr. M Murali, (DIN: 000360096) Chairman and
Managing Director will retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself
for re-appointment.

Necessary resolutions seeking approval of the
Shareholders have been placed before the Annual
General Meeting for the appointments mentioned above.

Committees of the Board

The composition of various Committees of the Board
and their meetings, including the terms of reference, are
detailed in the Corporate Governance Report forming
part of the Annual Report.

Board Meetings

The Board of Directors met 5 (five) times during the year
as mentioned on the following dates.

April 28, 2022	May 28, 2022 August 12, 2022
November 14, 2022	February 14, 2023

The intervening gap between the two meetings was within
the period prescribed/ allowed under the Companies Act
2013, and as amended by the appropriate notifications.

Independent Directors Meeting and Declaration by
Independent Directors

As per the requirements of Schedule IV of the Companies
Act, 2013 and Regulation 25(3) of SEBI (LODR) Regulations,
meetings of the Independent Directors were held on May
11, 2022, and March 17, 2023.

The Independent Directors of the Company have affirmed
their Independence as required under Section 149(7) of
the Companies Act, 2013 read with Regulation 25(8) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, confirming that they meet the criteria
of Independence.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV of
the Act.

The Company has a Code of Conduct for the Directors
and Senior Management and they have complied with
the provisions of the Code.

Performance Evaluation

In compliance with the Companies Act, 2013 and
Listing Regulations, the Board has carried out an Annual
Performance Evaluation of its performance including
the Independent Directors and its Committees in three-
point metrics. The Board took on record the evaluation
at their meeting held on April 28, 2022.

10. Directors’ Responsibility Statement

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

a) i n 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
judgments 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 this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities.

d) the Directors 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 that
such internal financial controls are adequate and
were operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

11. Management Discussion and Analysis Report

I n terms of Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis (MD&A) Report
forms part of this Report.

12. Business Responsibility and Sustainability Report
(BRSR)

As required under Regulation 34 of the Listing Regulations,
the Business Responsibility and Sustainability Report is
given in Annexure -3, forming part of this report.

13. Remuneration of Directors, Key Managerial Personnel
and Particulars of Employees

During the year, based on the recommendation of the
Nomination and Remuneration Committee, the Board
of Directors reviewed and approved the remuneration
payable to Mr. M. Murali, Chairman & Managing Director,
for the reminder of his current term of two years (from
April 1,2023 to March 31,2025) and the same was
approved by the Shareholders by Postal Ballot.

The information required to be disclosed in the Board''s
Report under Section 197 of the Act read with Rule 5
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached to this
report as Annexure-4.

As per the second proviso of Sec 136 (1) of the Companies
Act and the second proviso of Rule 5 of the Remuneration
Rules, the Report and the Financial Statements are being
sent to the Members of the Company excluding the
statement of particulars of employees under Rule 5(2)
of the Remuneration Rules. If any Member is interested
in obtaining a copy thereof, such Member may write
to the Company Secretary, whereupon a copy would
be sent. The statement is available for inspection
by the shareholders at the Registered Office during
business hours.

14. Audit Related Matters
Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No.001076N/N500013), appointed
as Statutory Auditors of the Company for a period of 5
years (second term) at the Annual General Meeting held
in 2021.

The auditor''s report for the year ending FY23, forms
part of this Annual Report. There are no qualifications
or adverse remarks in the Statutory Audit Report on the
Standalone and Consolidated Financial Statements.

Secretarial Audit

Under Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of
Managerial Personnel), Rules, 2014, a Secretarial Audit for
the FY23 has been carried out by Ms. Nithya Pasupathy,
Practicing Company Secretary, (Membership No. FCS:
10601, COP: 22562), Partner, M/S. SPNP & Associates,
Practicing Company Secretaries,

The Secretarial Audit Report is in accordance with the
provisions of Section 204 of the Companies Act, 2013 is
attached as Annexure-5 to this Report.

It was obseved that the Company had granted 3,32,500
options during the Year within the approved ESOP
limit, but without in-principle approval from the Stock
Exchanges. The Company has already filed the necessary
application seeking in-principle approval and also made
a condonation application to SEBI through the Stock
Exchanges for condoning deviation. The outcome of the
application is awaited.

The Secretarial Audit Report of Material Subsidiaries are
also attached with this report, as required under SEBI
LODR Regulations.

Cost Audit

Based on the recommendations of the Audit Committee,
the Board of Directors have re-appointed M/s. SBK &
Associates, Cost Accountants (Registration No: 000342)
as the Cost Auditors of the Company for FY24. In terms
of Rule 14 of the Companies (Audit and Auditors) Rules,
2014, the remuneration payable to the Cost Auditors for
FY24 is subject to ratification by the Shareholders of
the Company. The Notice convening the Annual General
Meeting contains the proposal for ratification of the
remuneration payable to the Cost Auditors.

15. Fraud Reporting

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

16. Internal Audit and Internal Financial Control

The Company has an Internal Financial Control System
commensurate with the size, scale and complexity of its
operations. The system is proper and adequate to ensure
that all the assets of the Company are safeguarded and
protected against any loss and that all the transactions
are properly authorized and recorded.

Ernst & Young LLP were appointed as Internal Auditors
for a period of 3 years in 2020 and they are presenting
their report on the process followed by the Company in
each department, adequacy of the systems, compliance
and the Internal Financial Control System. Their reports
are being monitored by the Audit Committee of the
Company from time to time.

17. Policy Matters

I n compliance with the provisions of the Companies
Act 2013 and SEBI (Listing Obligation and Disclosure
Requirement) Regulations, (LODR Regulations), as
amended from time to time, the Company has adopted
the following policies, which are also uploaded on the
Website of the Company.

a) Board Diversity Policy.

b) Board''s Performance Evaluation Policy.

c) Code of Conduct for the Directors, Key Managerial
Personnel and Senior Management.

d) Code of Internal Procedures and Conduct for
Regulating, Monitoring and Reporting of Trading
by Insiders.

e) Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information.

f) Corporate Social Responsibility Policy.

g) Dividend Distribution Policy.

h) Document Retention and Archival Policy.

i) Familiarisation Programme for Independent
Directors.

j) Policy on Determination of Materiality
for Disclosures.

k) Policy on Determining Material Subsidiary.

l) Policy on Succession Planning for the CEO, Directors,
Key Managerial Personnel, Senior Management
Personnel and Other Employees.

m) Related Party Transactions Policy.

n) Remuneration Policy of Directors, KMPs and
Other Employees.

o) Vigil Mechanism and Whistle-blower Policy.

All policies can be viewed on the Website of the Company
at https://www.shriramproperties.com/corporate-
governance

The policies concerning Business Responsibility and
Sustainability, which form part of the BRSR Report have
been appropriately disclosed in the Report.

Corporate Social Responsibility

I n compliance with Section 135 of the Companies Act,
2013 and the Rules made thereunder, the Company
has constituted the Corporate Social Responsibility
Committee and has adopted a policy on Corporate
Social Responsibility (CSR). .

The CSR Committee at their meeting held on March 27,
2023, recommended and the Board approved the entire
CSR spendable amount of C1.27 million as a contribution
to Prime Minister''s Citizen Assistance and Relief in
Emergency Situations Fund (Prime Minister CARES fund),
for the financial year 2022-2023.

In terms of Section 134 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Annual Report on the Corporate
Social Responsibility activities of the Company is given
in Annexure -6 to this report.

Risk Management Framework

Risk Management is an integral part of the Company''s
strategy and planning process. Based on proactive
identification of risks, action plans are devised to mitigate
the risks that could materially impact the Company''s
long-term sustainability and accordingly, your Board has

constituted a Finance and Risk Committee which will
oversee the risk management process in the Company.

Vigil Mechanism

The Company has a vigil mechanism in the form of
Whistle Blower Policy, in line with the Companies Act,
2013, to deal with instances of unethical and improper
conduct and to take suitable steps to investigate and
correct the same. The details of the Whistle Blower
Policy are posted on the Company''s website.

18. Disclosure under the sexual harassment of women at
workplace (prevention, prohibition and redressal) act,
2013

The Company has adopted a policy for the prevention
and redressal of sexual harassment in the workplace.
Under the provisions of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has in place an
Internal Complaints Committee for the prevention and
redressal of complaints of sexual harassment of women
at the workplace. No complaints were received by the
Company during the year under review.

19. Other Matters
Debentures

The Company has outstanding Unlisted, Secured
Non-convertible Debentures as on March 31, 2023,
aggregating to C300 million.

Deposits

The Company has not accepted any deposits in terms
of Chapter V of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014, during
the year under review. As such, no amount of principal or
interest was outstanding as on the date of this report.

Transfer to Investor Education and Protection Fund

The Company was not required to transfer unclaimed
dividends in the Company to the Investor Education and
Protection Fund.

Human Resources:

Employee Relations remained cordial throughout the
year at all levels. Your Company would like to express its
appreciation for all the hard work, dedication and efforts
put in by all the employees.

As on March 31, 2023, the Company had an employee
strength of 668, including including those in its
subsidiaries, associates and jointly controlled entities.

Awards and Accolades

During FY23, the Company was conferred various awards
and recognitions, the details of which are given in a
separate section of the Annual Report.

20. Corporate Governance Report and Compliance
Certificate

Under Regulation 34(3) read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate report on Corporate
Governance is provided forming part of this report.

A certificate from Ms. Nithya Pasupathy, Practicing
Company Secretary, Partner SPNP & Associates,
affirming compliance with the various conditions of
Corporate Governance in terms of the Listing Regulations
is given in Annexure 7 to this report.

21. Annual Return

In accordance with the Companies Act, 2013, the annual
return in the prescribed format is available under the link
https://www.shriramproperties.com/annual-report.

22. Disclosure on confirmation with Secretarial
Standards:

The Directors confirm that the mandatory Secretarial
Standards on Board and General Meetings issued by
the Institute of Company Secretaries of India under the
applicable provisions of the Companies Act, 2013 and
rules made thereunder, have been duly complied with.

23. Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act,
2013 form part of the notes to the Financial Statements.

24. Particulars of contracts or arrangements with related
parties

All contracts/arrangements/transactions entered into,
by the Company during the Financial Year, with Related
Parties were in the ordinary course of business and on an
arm''s length price basis. Related party transactions were
approved by the Audit Committee from time to time.
The related party transactions undertaken during FY23
are detailed in the Notes to Accounts of the Financial
Statements. The Material related party transactions for
FY24 were reviewed and recommended by the Audit
Committee and Board was approved by the shareholders
through a postal ballot on July 13, 2023.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The information on the conservation of energy,
technology absorption and foreign exchange earnings
and outgo as stipulated under Section 134(3) (m) read
with Rule 8 of the Companies (Accounts) Rules, 2014 is
attached to this report as Annexure 8.

25. Acknowledgments

The Board of Directors take this opportunity to sincerely
thank the Company''s valued Customers, Suppliers,
Vendors, Investors, Bankers and Shareholders for
their trust, confidence and continued support of the
Company. The Board expresses its deepest sense of
appreciation to all the employees at all levels whose
professional and committed initiative has laid the
foundation for the Company''s growth and success. We
thank the Government of India, the State Governments
and other Government Agencies for their assistance and
cooperation and look forward to their continued support
in the future. Finally, the Board would like to express its
gratitude to the members for their continued trust,
cooperation and support.

For and on behalf of the Board

Murali Malayappan

Chairman and Managing Director
DIN: 00030096

Place: Bengaluru

Date: August 14, 2023

Registered Office:

Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah

Road, T.Nagar, Chennai - 600017

CIN: L72200TN2000PLC044560

Corporate Office:

Shriram House, No.31, 2nd Main, T. Chowdaiah Road,

Sadashivnagar, Bengaluru-560080.

Tel: [phone]

e-mail: [email protected]