Shriram Properties Ltd

Dear Members,

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.

1. Financial Highlights:

H In lakhs

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 H 1,39,123 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 H 98,735 lakhs, an EBITDA of H22,284 lakhs and a Profit After Tax (PAT) of H 7,542 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.

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 H 11,780 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 H 1,958 lakhs, mainly due to the early stage of development in projects. Despite this, the overall net profit for SPL stood at H 7,542 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. In 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 details of the Subsidiaries and Joint Ventures are provided below:

* 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 H 3,046 lakhs for General

Corporate Purposes. All the funds were utilised before June 2023, and the balance of H 1,958 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 H 10 each. The issued, subscribed and fully paidup capital as on March 31, 2024 wasH 1,70,32,60,260/- 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

In 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

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.

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 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 attached as Annexure-4 to this Report.

It was observed that delay in submission of outcome 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 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 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 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

In 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.

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 non-disqualification 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.