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Shriram Properties Limited Proxy Solicitation & Information Statement 2024

Jun 7, 2024

60696_rns_2024-06-07_b948e39e-2d3a-45b5-b279-56d6fa674b81.pdf

Proxy Solicitation & Information Statement

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June 07, 2024

National Stock Exchange of India Limited
The Listing Department
Exchange Plaza, 5thFloor
Plot C 1 – G Block
Bandra-Kurla Complex, Bandra ( E)
Mumbai 400 051
ScripCode: SHRIRAMPPS		 BSE Limited
Dept of Corporate Services
Phiroze Jeejeebhoy Towers
Dalal Street, Fort
Mumbai 400 001
Scrip Code : 543419

Dear Sirs,

Sub: Intimation regarding Dispatch of Notice of Postal Ballot - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Pursuant to Regulation 30 of the SEBI Listing Regulations, we hereby submit the postal ballot notice ("Notice") along with the explanatory statement issued/sent to the Shareholders of the Company, for the following matters:

  • i. Approval for the proposed material related party transactions with the Subsidiaries and/or Joint Ventures of the Company and between subsidiaries and Joint ventures where holding company is not a party to the transaction listed in Annexure-I to the explanatory statement during the financial year 2024-2025 (“2024-25”)– Ordinary Resolution.

In accordance with applicable laws and circulars issued by Ministry of Corporate Affairs, Securities Exchange Board of India, the said Notice is being sent electronically to all the Members whose names appear in the Register of Members/ List of Beneficial Owners and whose e-mail IDs are registered with the Company/ Kfin Technologies Limited ("RTA"), Depositories as on Friday, May 31, 2024 ("Cut-Off Date").

This Notice is also available on the website of the Company i.e., https://www.shriramproperties .com/company-announcements and Agency NSDL https://www.evoting.nsdl.com.

The remote e-voting period shall commence on Saturday, June 08, 2024 at 09:00 A.M. (IST) and ends on Sunday, July 07, 2024 at 05:00 P.M. (IST). The results of the voting shall be declared on or before Tuesday, July 09, 2024.

We request you to take the above information on record.

Thanking you. Regards

For Shriram Properties Limited K Rama Digitally signed by K Rama Swamy Date: 2024.06.07 Swamy 12:37:58 +05'30' K. Ramaswamy Company Secretary & Compliance Officer ACS 28580

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SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

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Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

NOTICE TO THE SHAREHOLDERS

POSTAL BALLOT NOTICE

Dear Shareholders,

  1. Notice (“ Postal Ballot Notice ”) is hereby given to the shareholders (“ Members ”) of Shriram Properties Limited (“ Company ”) pursuant to and in compliance with Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (“ Act ”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (the “ Rules ”), Secretarial Standard-2 on General Meetings (the “ SS-2 ”) read with General Circular No. 20/2021 dated December 08, 2021 General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 39/2020 dated December 31, 2020 (in continuation of Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020 and 33/2020 dated September 28, 2020, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (the “ MCA Circulars ”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (in continuation of Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020) issued under Regulation 101 (“ SEBI Circulars” ), Regulation 44 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and pursuant to other applicable laws and regulations, the Company seeks approval of Members via postal ballot only by voting through electronic means for the following item:

i. Approval for the proposed material related party transactions with the Subsidiaries and/or Joint Ventures of the Company and between subsidiaries and Joint ventures where holding company is not a party to the transaction listed in Annexure-I to the explanatory statement during the financial year 2024-2025 (“2024-25”)– Ordinary Resolution.

The consent of the members is sought for the above proposal as contained in the resolution given in this Postal Ballot Notice.

  1. Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the explanatory statement pertaining to the said resolutions setting out the material facts and related particulars is annexed hereto. The Postal Ballot Notice is also available on the website of the Company: https://www.shriramproperties.com/company-announcements and the website of the National Securities Depository Limited (“ NSDL ”) www.evoting.nsdl.com

  2. In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Rules, as amended; (ii) Regulation 44 of the Listing Regulations; and (iii) MCA Circulars. The Company has provided remote e- voting facility to its members, to enable them to cast their votes electronically. The instructions for remote e-voting are appended to this Postal Ballot Notice.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

  1. The Board of Directors (“ Board Mr. P Sriram , (FCS: 4862 COP: 3310), failing him Ms. Nithya Pasupathy (FCS 10601 COP22562) Partners of SPNP & Associates, Practicing Company Secretaries as Scrutinizer ( “Scrutinizer ”) for conducting the postal ballot through remote e-voting process in a fair and transparent manner and in accordance with the provisions of the Act and the Rules made thereunder.

  2. The remote e-voting period commences from Saturday, June 8, 2024 at 09:00 Hrs. and ends on Sunday July 7, 2024 at 17:00 Hrs. (“ Ending Period ”). In the event the resolutions as set out in the notice are assented to by the requisite majority by means of e-voting, they shall be deemed to have been passed, on the last date specified for voting i.e. Sunday July 7, 2024.

  3. Members are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process on or before the Ending Period. The remote e voting will be blocked by NSDL immediately after the expiry of the Ending Period and voting beyond the Ending Period will not be accepted.

  4. After completion of scrutiny of the votes, the Scrutinizer will submit his/her report to the Chairman & Managing Director of the Company or by any person authorised by him upon completion of the scrutiny of the votes cast through postal ballot only by voting through electronic means. The results of the postal ballot conducted through the remote e-voting process along with the Scrutinizer’s Report will be announced by the Chairman & Managing Director or by such person as authorised by him, within two working days , i.e., on or before Tuesday , July 9, 2024 at the corporate office of the Company at Bengaluru. The same will be displayed on the website of the Company: https://www.shriramproperties.com/company-announcements the website of NSDL: www.evoting.nsdl.com and also shall be communicated to BSE Limited (“ BSE ”) and National Stock Exchange of India Limited(“ NSE ”), where the Company’s equity shares are listed and be made available on their respective websites viz. www.bseindia.com and www.nseindia.com. The results will also be displayed at the registered office of the Company.

RESOLUTION NUMBER 1:

Approval for the proposed material related party transactions with the Subsidiaries and/or Joint Ventures of the Company and between subsidiaries and Joint ventures where holding company is not a party to the transaction listed in Annexure-I to the explanatory statement during the financial year 2024-2025 (“2024-25”)– Ordinary Resolution.

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

“ RESOLVED THAT pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the other applicable provisions, including applicable provisions of the Companies Act, 2013, if any, read with the Rules made thereunder (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the members hereby accord approval to

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include any committee constituted/empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) during the financial year beginning on April 1, 2024 and ending on March 31, 2025, carry out and/or continue to carry out material related party transactions with the subsidiary companies and/or joint ventures of the Company and between subsidiaries and Joint ventures where holding company is not a party to the transaction, in each case as are listed in Annexure-I to the explanatory statement attached to this Postal Ballot Notice, and to modify such material related party transactions subject to compliance with the policy on materiality of related parties of the Company, and to carry out all activities and actions required in connection with such material related party transactions in the ordinary course of business including but not limited to (i) granting of loan and charging of interest thereof; (ii) taking of loans and paying of interest thereof; (iii) Investment / redemption of debentures and payment of interest/premium there on (iv) charging of overheads and other related transactions; (v) providing of guarantee/security and charging commission/fees there on, hypothecation of inventory/receivables, non-disposal undertaking, pledge of shares / investments, shortfall/ cost over-run undertaking, subordination of revenues, loans and advances, DM fees and any other receivables; and/or (vi) replacement of existing guarantees/securities or undertakings or other arrangement; (vii) Sale or purchase of shuttering materials; (viii) Sharing of services whether for a fee or not and providing financial support on the behalf of the subsidiaries and Joint ventures - all as part of any new financing or refinancing transactions as well as their renewal or modification thereof with the same or any new lenders as detailed in the explanatory statement, whether in an individual transaction or multiple transactions during the year 2024-25, and on an arm’s length basis within the limited described in the Explanatory Statement.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, Members of the Company do hereby accord approval to the Board to agree, make, accept and finalize all such terms, condition(s), modification(s) and alteration(s) as it may deem fit from time to time and the Board is also hereby authorized to resolve and settle, from time to time all questions, difficulties or doubts that may arise with regard to above transactions and to finalize, execute, modify (subject to the policy on materiality of related party transactions formulated by the Company) and amend(subject to the policy on materiality of related party transactions formulated by the Company) all agreements, documents and writings and to do all acts, deeds and things in this connection and incidental as the Board in its absolute discretion may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have been approved thereto expressly by the authority of this resolution.”

By order of the Board of Directors For SHRIRAM PROPERTIES LIMITED

K. Ramaswamy Company Secretary & Compliance Officer A28580 Place : Bengaluru Date: May 29, 2024

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The Company had to enter certain related party transactions for FY 24-25 as set out in Annexure-I with related parties within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations. Accordingly, provisions pertaining to related party transactions are applicable pursuant to the Listing. In terms of Regulation 23 Listing Regulations, the shareholders’ approval by means of an ordinary resolution is required for all material related party transactions, even if such transactions are in the ordinary course of the business of the concerned company and at an arm’s length basis.

As per the proviso to Regulation 23((1) of the Listing Regulations, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds rupees 1000 (one thousand) crore or 10% (ten percent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

(i) Our Business Model

The Company is engaged in the business of construction and development of real estate projects and derives revenue primarily from the construction and sale of residential units and the sale of plotted and other lands.

Unlike other business sectors, in real estate sector the landowners/lenders expect an exclusive special purpose vehicle (“ SPV ”) to implement the project for various reasons, like control over the cash flow, ring-fence the risk, tax efficiency, etc.

Since the Company is into real estate development, it has to ring fence the assets and liability for each project by way of forming various entities in the form of subsidiaries and joint ventures as per the requirement of lenders, investors, and Joint Development Agreements (“ JDA ”) partners.

These transactions are done in ordinary course of business and at arm’s length as certified by an Independent Chartered Accountants.

(ii) Funding requirement

The SPV implementing the project may be a 100% (one hundred percent) wholly owned subsidiary or mere subsidiary or a joint venture depending upon the corporate & financial structure agreed upon between the partners & lenders implementing each project.

  • (a) These SPV’s are thinly capitalized hence:

  • The Company lends the money by way of inter-corporate deposits payable on-demand basis to fund the project expenses.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com 

  - Sales & marketing expenses and general admin costs. The Company also incurs the common marketing cost which is cross charged to these entities;

  - Apart from development management & admin fees negotiated with the investors/joint venture partners; and

  - The Company also pays the rates & taxes, and salary pay-outs through an online/net banking facility for better control and ease of operations which is reimbursed by these entities back-to-back.

  - In order to fund the projects, the SPVs raise loans from NBFC/ Banks for construction for which the Company is asked to give its Corporate Guarantee on behalf of the SPV to the lenders.

  • (iii) Revenue Recognition:

  • (a) In accordance with Regulation 23 of the Listing Regulations, 10% (ten percent) of the annual consolidated turnover of the listed entity is the base for the determination of the material-related party transaction. Though the Company would have achieved a higher bookings/revenue collected, the Company could not recognize the revenue due to the Indian Accounting Standards 115 , which prescribe the revenue to be recognized based on the Project completion method upon receipt of an occupation certificate for respective projects.

  • (b) The Company has achieved sales value of Rs.2,362 Crores for FY 2023-24. The consolidated turnover of the Company for FY 2023-24 was Rs 865 Crores .

  • (c) Therefore, despite achieving its higher booking value in the financial year (“ FY ”) 2023-24, due to lower revenue recognition as per Indian Accounting Standards 115, the consolidated turnover of the Company in FY 2023-24 stood at Rs. 865 Crores against the total booking value of Rs. 2,362 Crores. Whereas for FY 2022-23, the consolidated turnover was Rs.674 Crores.

  • (d) Accordingly, basis the audited financial statements of the Company as on March 31, 2024, the Company can enter into transactions of a value only up to Rs. 86.5 Crores which is 10% (ten percent) of the consolidated turnover of Rs 865 Crores in the FY 2024-25 with each of the related party, despite recording a robust booking value for FY 2023-24. Therefore, any transaction beyond the said limit of Rs. 86.5 Crores with any related party will require the approval of the Members.

  • (e) The Company has adopted a joint development model for developing most of its residential and commercial properties, which entails setting up separate SPVs for signing a development agreement with the owner of the land parcels sought to be developed.

  • (f) These SPVs are classified as joint ventures & associates entities under the Indian Accounting Standards 28 for the Company, which requires the Company to follow the equity method of accounting for consolidation, due to which the turnover (Gross Sales) of these SPVs (JV projects) does not get added in the Company’s consolidated turnover for accounting purpose.

  • (g) Under the joint development model, the Company is required to invest only in the construction and marketing costs, either through equity or loan, thereby allowing it to be more capital efficient and achieving higher

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

returns on investments in the projects, without investing large amounts of capital towards the purchase of land. Although it requires the Company to share revenue generated from such joint developments with the landowners, such a model allows the company to deploy its capital towards development expenses rather than spending money on buying land at expensive rates. It is for this reason that the Company has adopted this route to develop properties by merely incurring development costs and utilizing its expertise in project development with limited resources in a much more efficient manner. Accordingly, the majority of our projects are developed through separate SPVs in partnership with joint venture partners/ landowners.

  • (h) In accordance with the development agreement(s) and the best interest of the Company, the Company has been providing various resources, including funds, to these SPVs, being group entities, in the ordinary course of business and at arms’ length basis and pursuant to the approvals of the Audit Committee and Board obtained from time to time, as required under the Act and the Listing Regulations. The Company is required to enter into these transactions as a part of its day-to-day operations, in order to ensure timely execution of the projects being undertaken through the SPVs.

  • (i) Annexure-I contains details of the transactions that the Company has entered into/ may enter into the following transactions with various SPVs, being related parties, during FY 2024-25 where the transactions are expected to exceed the threshold limits as prescribed under Regulation 23 of Listing Regulations. Please note that there are no transactions carried out with any entities controlled/operated by any of the directors/employees of SPL which fall within the definition of related party transactions.

  • (j) In accordance with Circular No. SEBI/HO/CFD/CMD1/CIR/P/202/662dated November 22, 2021 :

  • (i) The summarized information provided by the Company has been reviewed by the Audit Committee

  • (ii) Type, material terms and particulars of each proposed transaction are set out in Annexure-I.

  • (iii) The tenure of each proposed transaction is set out in Annexure-I .

  • (iv) The value of each proposed transaction is set out in Annexure-I. (v) The percentage of the Company’s annual consolidated turnover, for the financial year ending on March 31, 2024, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis) is set out in Annexure-I.

  • (vi) Details of the source of funds, along with nature of indebtedness, cost of funds and tenure, applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security, and the purpose for

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

which the funds will be utilized by the ultimate beneficiary of such funds is set out in Annexure-I.

  • (vii) Justification as to why the transaction is in the interest of the Company is set out in Annexure-I.

  • (viii) Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed related party transaction on a voluntary basis is set out in Annexure-I.

  • (k) All the Independent Directors, in the Audit Committee, have granted approval and have recommended the same for the approval of Board for the related party transactions proposed to be entered into by the Company with SPVs for the financial year 2024-25 The Audit Committee has also noted that the said transactions with SPVs are on an arm's length basis and in the ordinary course of the Company's business.

  • (l) Since all transactions between the Company and SPVs have been/ will be entered in the ordinary course of business and at arms’ length basis, the provisions of Sec 188 (1) of the Companies Act, 2013 and the Rules made thereunder are not applicable on transactions between these entities.

  • (m) In the financial year, 2024-25 the aforesaid transactions in aggregate at the individual SPV level are expected to exceed 10% of the last year's turnover, these transactions are therefore considered material-related party transactions as per Listing Regulations. In terms of Regulation 23 of Listing Regulations, the approval of members is required for the aforementioned material related party transactions entered /to be entered between the Company and SPVs , as amended from time to time.

  • (n) Members may please note that the above-related parties are subsidiaries/ associates/ joint ventures of SPL and none of them are owned by Promoters/ members of the promoter group of SPL. The Promoters/ members of the promoter group of SPL neither hold any direct interest/stake in the above-related parties nor intend to enter into any transactions with any of the above-related parties.

  • (o) Further, pursuant to Regulation 23 of Listing Regulations, in respect of voting on this resolution, all the related parties shall abstain from voting, irrespective of whether the entity or person is a party to the particular transaction or not.

  • (p) In the light of above, all the Independent Directors of the Audit Committee Members and members of the Board of your Company in its meeting held on May 29, 2024, have approved the related party transactions listed out in Annexure-I along with the monetary limits that the Company can enter into with such related parties.

  • (q) The policy on the material modification as approved by the Board is variation of 25% to the approved limit. The modified policy on Related Party Transaction is available in the Web page of the Company www. Shriramproperties.com/corporate/investors.

Accordingly, the Board recommends the Ordinary Resolution as set out in Item No. 1 of this Postal Ballot Notice for approval of the Members.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

(iv) Nature of concern or interest of Directors:

None of the directors and/or key managerial personnel of the Company and their relatives are concerned or interested, financially or otherwise, in said resolution, except to the extent of the securities that may be subscribed by them or by companies/firms/institutions in which they are interested as director or member or otherwise.

By order of the Board of Directors For SHRIRAM PROPERTIES LIMITED

K. Ramaswamy Company Secretary & Compliance Officer A28580 Place: Bengaluru Date: May 29, 2024

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

Notes:

  1. Pursuant to Section 102 of the Act, read with Rule 22 of the Rules the Statement setting out material facts and reasons for the proposed resolution is appended hereto.

  2. In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Postal Ballot Notice is being sent via email only to the Members of the Company, whose names appear on the register of members/list of beneficial owners, as received from National Securities Depositories Limited (NSDL ) and Central Depository Services (India) Limited (“ CDSL ”) on Friday May 31, 2024 [“ Cut-off Date ”].

  3. Any person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for information purposes only. The Postal Ballot Notice is sent electronically to all the shareholders who have registered their email addresses with the Company/Depositories/Registrar and Share Transfer Agent (“ RTA ”). The same may also be downloaded from the Company’s website: https://www.shriramproperties.com/company-announcements and the website of NSDL.

  4. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the prepaid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system.

  5. This Postal Ballot Notice is being sent by email only to those eligible Members who have already registered their e-mail address with the Depositories / Depository Participant / the Company’s Registrar and Share Transfer Agent, KFin Technologies Limited / the Company or who will register their e-mail address with RTA by following the instructions provided below:

For Permanent Registration for demat shareholders: Please contact your Depository Participant ( “DP ”) and register your email address details in your demat account, as per the process advised by your DP.

Note: Shareholders whose e-mail IDs are not registered may send an e-mail request to [email protected] to obtain a User ID and Password by providing the details mentioned above, alternatively.

  1. After successful submission of the e-mail address, NSDL will e-mail a copy of this Postal Ballot Notice along with the remote e-voting user ID and password, within 48 hours of successful registration of the e-mail address by the Member. In case of any queries, Members may write to [email protected].

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

  1. Members are requested that for permanent registration of their e-mail address, to register their email address, in respect of electronic holdings with their concerned Depository Participants.

  2. Those Members who have already registered their e-mail addresses are requested to keep their email addresses validated with their Depository Participants / RTA to enable servicing of notices/documents / Annual Reports and other communications electronically to their email address in future.

  3. After sending the notice of Postal Ballot through email, an advertisement shall be published in English newspaper and Tamil newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, and also on the Company’s website: https://www.shriramproperties.com/company-announcements

  4. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Rules and Regulation44 of the Listing Regulations and the MCA Circulars, the Company has provided e-voting facility only for its Members to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide e- voting facility to its members.

  5. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member as on the Cut-off Date Friday, May 31, 2024

  6. The e voting commences at 09.00 Hrs. on Saturday, June 8, 2024 at 09:00 Hrs. and ends on Sunday July 7, 2024 at17:00 Hrs . During this period, the Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their votes electronically. The remote e-voting module shall be disabled by NSDL for voting immediately thereafter.

  7. Once the vote on the resolutions is cast by the Members, the Members shall not be allowed to change it subsequently.

  8. All the documents referred to in the explanatory statement will be available for inspection at the Company’s website at https://www.shriramproperties.com/companyannouncements and/or Registered Office of the Company on all working days during the business hours of the Company from the date of dispatch of notice through email and up to the last date of e-voting, i.e., Sunday July 7, 2024 .

  9. The Scrutinizer will submit his/her report to the Chairman or the Company Secretary or any Director after completion of the scrutiny of the e-voting on or before Tuesday July 9, 2024. The result of the voting by electronic means (along with the Scrutinizer’s Report) will be announced on or before Tuesday July 9, 2024 through the website of the Company at https://www.shriramproperties.com/company-announcements and by way of intimation to the Stock Exchanges on which the Company is listed and will be displayed at the Registered Office of the Company and NSDL website https://www.evoting.nsdl.com/, https://www.bseindia.com/stock-shareprice/shriram-properties-ltd/shrirampps/543419/corp-announcements/ and https://www.nseindia.com/get-quotes/equity?symbol=SHRIRAMPPS.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

  1. The last date specified by the Company for e-voting being Sunday July 7, 2024 shall be the date on which the resolutions would be deemed to have been passed if approved by the requisite majority.

  2. In the event the resolutions as set out in the notice are assented to by the requisite majority by means of e-Voting, they shall be deemed to have been passed at a General Meeting

  3. Contact details of the person responsible to address the queries/grievances connected with the voting by Postal Ballot including voting by electronic means, if any:

The Company Secretary, Shriram Properties Limited, 31, 2[nd] Main, T. Chowdaiah Road Sadashivanagar, Bangalore 560 080, TeL: 080- 4022 9999 email : [email protected]

Registrar and Share Transfer Agent : KFin Technologies Limited Selenium Tower B, Plot Nos. 31 & 32 | Financial District Nanakramguda |Serilingampally Mandal | Hyderabad - 500032 | India P: +91 40 7961 5131 | M: +91 91774 01072 www.Kfintech.com

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

Login method for Individual shareholders holding securities in demat mode is given below:

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----- Start of picture text -----

Type of shareholders Login Method
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Type of shareholders Login Method Type of shareholders Login Method Type of shareholders Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL.		 1.
2.
3.
4.		 ExistingIDeASuser can visit the e-Services website of NSDL
Viz.https://eservices.nsdl.com either on a Personal Computer or
on a mobile. On the e-Services home page click on the
“Beneficial Owner”icon under“Login”which is available
under‘IDeAS’section , this will prompt you to enter your
existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added
services. Click on“Access to e-Voting”under e-Voting services
and you will be able to see e-Voting page. Click on company
name ore-Voting service provider i.e. NSDLand you will be
re-directed to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
If you are not registered for IDeAS e-Services, option to register
is available athttps://eservices.nsdl.com.Select“Register
Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by
typing the following URL:https://www.evoting.nsdl.com/ either
on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or
e-Voting service provider i.e. NSDLand you will be redirected
to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.
Shareholders/Members can also download NSDL Mobile App
“NSDL Speede” facility by scanning the QR code mentioned
below for seamless votingexperience.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

==> picture [480 x 116] intentionally omitted <==

Individual
Shareholders holding
securities in demat
mode with CDSL		 1. Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available to reach e-Voting page without any further
authentication. The users to login Easi / Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon
& New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is
in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during
the remote e-Voting period. Additionally, there is also links
provided to access the system of all e-Voting Service Providers,
so that the user can visit the e-Voting service providers’ website
directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL website www.cdslindia.com and click on login
& New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

Individual
Shareholders (holding
securities in demat
mode) login through
their depository
participants		 You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. upon logging in, you will be able to see e-Voting option.
Click on e-Voting option, you will be redirected to NSDL/CDSL
Depository site after successful authentication, wherein you can see e-
Voting feature. Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.

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

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

==> picture [480 x 147] intentionally omitted <==

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Login type Helpdesk details
Individual Shareholders
Members facing any technical issue in login can contact NSDL
holding securities in demat helpdesk by sending a request at [email protected] or call at
mode with NSDL
022 - 4886 7000
Individual Shareholders Members facing any technical issue in login can contact CDSL
holding securities in demat helpdesk by sending a request at
mode with CDSL [email protected] or contact at toll free no.
1800 22 55 33
----- End of picture text -----

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  4. Your User ID details are given below :

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

==> picture [476 x 577] intentionally omitted <==

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300
and Client ID is 12 then your user
ID is IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password
to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve
the ‘initial password’ which was communicated to you. Once you retrieve your
‘initial password’, you need to enter the ‘initial password’ and the system will force
you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company,
your ‘initial password’ is communicated to you on your email ID. Trace the
email sent to you from NSDL from your mailbox. Open the email and open
the attachment i.e. a .pdf file. Open the .pdf file. The password to open the
.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID
for CDSL account or folio number for shares held in physical form. The .pdf
file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in
process for those shareholders whose email ids are not registered
----- End of picture text -----**

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

  1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  4. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  7. Now, you will have to click on “Login” button.

  8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Prajakta Pawle at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

SHRIRAM PROPERTIES LIMITED CIN: L72200TN2000PLC044560

Regd Off: Lakshmi Neela Rite Choice Chamber, New No.9, Bazullah Road, T.Nagar, Chennai – 600017. Corp. Office: Shriram House, No.31, 2nd Main Road, T Chowdaiah Road, Sadashivngar, Bengaluru-560080 Tel: 044-40014410; e-mail: [email protected]; website: www. shriramproperties.com

  1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Proposed Material RPT transactions by Shriram Properties Limited (SPL) with its Subsidiaries and JV’s and Material RPT between group companies in which SPL is not party for FY 2024-25 ( Postal ballot)

Annexure 1

Material RPT Transaction - Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower (i.e., 86.5 Cr)

Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr) Material RPT Transaction- Transactions during a financial year, exceeds rupees 1000 crore (or) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower(i.e., 86.5 Cr)
(Amount in Rs. Crores)
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
1 Shriram
Properties
Limited		 Bengal Shriram
Hitech City Private
Limited -
Subsidiary
**99.99% **		 0.01% (Held by
Hindustan
Motors
Limited as per
transaction
document)
Profit
Sharing		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest
on
loans
&
advances (given & taken)
Issue of Debentures
Guarantee given
Guarantee commission
income
Security received from
BSHPL
Security
received
,
released
Security fees
Reimbursement of
expenses/ Passthrough/
taxes etc.		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 6.36 Crores
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
Exposure as on 31 March 24 is
Rs. 200 crores
Guarantee exposure as on 31
March 24 is Nil
Guarantee commission at 1%
charged by SPL
Exposure as on 31 March 24 is
Rs. 68 crores
Nil
1% Security fees charged by
BSHCPL for providing Security
Expenses
are
pure
reimbursements without any
markup		 620
50
50
20
-
100
5
300
75
5
15		 Repayable
on Demand		 6%
6%
2%
0%
12%
1%
35%
9%
1%
2%		 36%
36%
15%
0%
73%
4%
218%
54%
4%
11%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
At arms price as per valuation
report
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
As per terms of external
borrowings
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
Ease of operations and controls
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
2 Shriram
Properties
Limited		 SPL Estates
Private Limited
(Step Down
Subsidiary of
Shriram
Properties Limited
(SPL)
99.99%		 0.01%
Economic
Interest by
Hindustan
Motors
Limited		 Revenue
Sharing &
Profit
Sharing		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest on loans &
advances (given & taken)
Guarantee given
Guarantee commission
fees charged
Reimbursement of
expenses/ Passthrough/
taxes etc.		 In accordance with the terms
of ICD Agreement with SPL,
total loan exposure as on 31
March 24 is Rs. 0.76 Crores
In accordance with the terms
of ICD Agreement with SPL,
total loan exposure as on 31
March 24 is Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
Guarantee
exposure
as
on
31st March 2024 Rs. 75 Crore
for Loan taken by SPL estates
from Arka Fin Cap Limited
Guarantee commission at 1%
charged by SPL
Expenses
are
pure
reimbursements without any
markup		 335
50
10
5
250
5
15		 Repayable
on Demand		 6%
1%
1%
29%
1%
2%		 2174%
435%
217%
10870%
217%
652%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
Ease of operations and controls
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
**3 ** Shriram
Properties
Limited		 Shrivision Towers
Private Limited
(STPL) - Joint
Venture		 50% 50% (Held by
Garden City
Group as a
Landowners)		 Revenue
Sharing &
Profit
Sharing		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest
on
loans
&
advances (given & taken)
Guarantee given
Guarantee given, released
Reimbursement of
expenses/ Passthrough/
taxes etc.
Admin & DM fees charged		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
Guarantee exposure as on 31
March 24 is Rs. 102.8 crores
Nil
Expenses
are
pure
reimbursements without any
markup
In accordance with the terms
of DM agreement		 173
15
10
5
10
113
20
0		 Repayable
on Demand		 2%
1%
1%
1%
13%
2%
0%		 12%
8%
4%
8%
93%
16%
0%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
As per terms of external
borrowings
As per terms of external
borrowings
Ease of operations and controls
To recover the cost of services
provided,
within
the
cap
negotiated
with
Lenders/JVpartners/Strategic
investors
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
**4 ** Shriram
Properties
Limited		 Shriprop Living
Space Private
Limited (SLSPL) -
Joint Venture		 51% 49% (Held by
Garden City
Group as a
Landowners)		 Profit
sharing		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest on loans &
advances (given & taken)
Guarantee given
Guarantee released
Guarantee commission
fees charged by SPL
Reimbursement of
expenses/ Passthrough/
taxes etc.
Admin & DM fees charged
by SPL		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 13.70 Crores
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
Guarantee given as on 31
March 24 is Rs. 225 crores.
Nil
Guarantee commission at 1%
charged by SPL
Expenses
are
pure
reimbursements without any
markup
In accordance with the terms
of DM agreement		 865
225
50
25
300
225
5
35
0		 Repayable
on Demand		 26%
6%
3%
35%
26%
1%
4%
0%		 32028%
7117%
3559%
42705%
32028%
712%
4982%
0%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
As per terms of external
borrowings
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
Ease of operations and controls
To recover the cost of services
provided,
within
the
cap
negotiated
with
Lenders/JVpartners/Strategic
investors
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
**5 ** Shriram
Properties
Limited		 SPL Towers
Private Limited -
Joint Venture		 51% 49% (Held by
Garden City
Group as a
Landowners)		 Revenue
Sharing		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest on loans &
advances (given & taken)
Guarantee & Pledge of
Shares
Guarantee released
Guarantee commission
fees charged by SPL
Reimbursement of
expenses/ Passthrough/
taxes etc.
Admin & DM fees charged
by SPL
Advance revenue share
received		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 26.21 Crores
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
Guarantee given as on 31
March 24 is Rs. 155 Crores
Nil
Guarantee commission at 1%
charged by SPL
Expenses
are
pure
reimbursements without any
markup
In accordance with the terms
of DM agreement
As
per
revenue
sharing
arrangement SPL is eligible for
5% of sale proceeds		 462
50
50
15
150
155
5
25
10
2		 Repayable
on Demand		 6%
6%
2%
17%
18%
1%
3%
1%
0%		 937%
937%
281%
2810%
2903%
94%
468%
187%
37%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
As per terms of external
borrowings
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
Ease of operations and controls
To recover the cost of services
provided,
within
the
cap
negotiated
with
Lenders/JVpartners/Strategic
investors
As per terms negotiated with
Lenders/JVpartners
/Strategic
investors
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
**6 ** Shriram
Properties
Limited		 SPL Housing
Projects Private
Limited - Joint
Venture		 20% 80% (Held by
ASK)		 Profit
sharing		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest on loans &
advances (given & taken)
Redemption of Debentures
Guarantee given
Guarantee commission
fees charged by SPL
Reimbursement of
expenses/ Passthrough/
taxes etc.
Admin & DM fees charged
by SPL		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 0.45 Crores
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
Exposure as on 31 March 24 is
Nil
Exposure as on 31 March 24 is
Nil
Guarantee commission at 1%
charged by SPL
Expenses
are
pure
reimbursements without any
markup
In accordance with the terms
of DM agreement		 588
25
150
15
150
200
3
20
25		 Repayable
on Demand		 3%
17%
2%
17%
23%
0%
2%
3%		 186%
1115%
111%
1115%
1486%
22%
149%
186%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
As per terms of the proposed
transaction document
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
Ease of operations and controls
To recover the cost of services
provided,
within
the
cap
negotiated
with
Lenders/JVpartners/Strategic
investors
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
**7 ** Shriram
Properties
Limited		 Shrivision
Elevations Private
Limited -
Proposed Joint
Venture		 30% 70%
(Proposed to
be held by
ASK)		 Profit
Sharing		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest on loans &
advances (given & taken)
Investment in Debentures
Interest on Debentures
Guarantee & Pledge of
Shares
Guarantee commission
fees charged by SPL
Reimbursement of
expenses/ Passthrough/
taxes etc.
Admin & DM fees charged
by SPL		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 21.19 crores
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
Exposure as on 31 March 24 is
Nil
As
per
the
terms
of
agreement, interest is charged
at 15 - 20% p.a.
Exposure as on 31 March 24 is
Nil
Guarantee commission at 1%
charged by SPL
Expenses
are
pure
reimbursements without any
markup
In accordance with the terms
of DM agreement		 590
170
30
15
100
10
200
5
35
25		 Repayable
on Demand		 20%
3%
2%
12%
1%
23%
1%
4%
3%		 0%
0%
0%
0%
0%
0%
0%
0%
0%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
At arms length price as per
valuation report
As per terms of external
borrowings
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
Ease of operations and controls
To recover the cost of services
provided,
within
the
cap
negotiated
with
Lenders/JVpartners/Strategic
investors
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
**8 ** Bengal
Shriram Hitech
City Private
Limited -
Subsidiary
SPL Estates
Private Limited
(Step Down
Subsidiary of
Bengal Shriram
Hitech City Private
Limited (BSHCPL)
100%		 0.01%
Economic
Interest by
Hindustan
Motors
Limited		 Revenue
Sharing &
Profit
Sharing		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest on loans &
advances (given & taken)
Guarantee given
Guarantee released
Guarantee commission
fees charged
Reimbursement of
expenses/ Passthrough/
taxes etc.
Security given
Security given, released
Security fee
Revenue share receivable
Interest expense on
security deposit
Sale/Purchase of Mivan		 In accordance with the terms
of
ICD
Agreement
with
BSHCPL, total loan exposure
as on 31 March 24 is Rs. 20.63
Crores
In accordance with the terms
of
ICD
Agreement
with
BSHCPL, total loan exposure
as on 31 March 24 is Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
By BSHCPL for Rs. 75 crore
Loan taken from Arka Fin Cap
Limited
Nil
1%
Guarantee
commission
fees by BSHCPL
Expenses
are
pure
reimbursements without any
markup
Exposure as on 31 March 24 is
Rs. 30 crores
Exposure as on 31 March 24 is
Nil
1%
security
fee
will
be
charged
by
BSHPL
for
providing security
Payable
to
BSHCPL
in
accordance with the terms of
Development Agreement
For the year 31 March 2024 is
Rs. 2.6 crores
At arm's length price		 915
50
150
10
250
75
5
10
250
75
5
20
5
10		 Repayable
on Demand		 6%
17%
1%
29%
9%
1%
1%
29%
9%
1%
2%
1%
1%		 36%
109%
7%
181%
54%
4%
7%
181%
54%
4%
15%
4%
7%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
As per terms of external
borrowings
As per terms of external
borrowings30
At arms length rate
recommended by Independent
CA
Ease of operations and controls
As per terms of external
borrowings
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
As per terms negotiated with
Lenders/JVpartners/
Strategic
investors
At arms length rate
recommended by Independent
CA
At arm's length price
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
9 Bengal
Shriram Hitech
City Private
Limited
Fellow
Subsidiaries and
JV's as per Exhibit
A		 Borrowings/advances
availed
Interest
on
loans
&
advances (given & taken)
Security given
Security given, released
Security Fees / Guarantee
commission
Corporate Guarantee given
Corporate Guarantee
released
Security received
Corporate guarantee
received		 Exposure as on 31 March 24 is
Rs. 60 Crores
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
Exposure as on 31 March 24 is
Rs.1074.41 million
Nil
1% security / Guarantee fee
will be charged by BSHPL for
providing security
Exposure as on 31 March 24 is
Nil
Nil
Exposure as on 31 March 24 is
Nil
Nil		 2180
150
15
600
0
5
600
10
400
400		 17%
2%
69%
0%
1%
69%
1%
46%
46%		 109%
11%
435%
0%
4%
435%
7%
290%
290%		 Additional JDA advance for
proposed project
At arms length rate
recommended by Independent
CA
As per terms of external
borrowings
As per terms of external
borrowings
At arms length rate
recommended by Independent
CA
As per terms of external
borrowings
As per terms of external
borrowings
As per terms of external
borrowings
As per terms of external
borrowings
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
**10 ** Shriprop Living
Space Private
Limited
Fellow
Subsidiaries and
JV's as per Exhibit
A		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest on loans &
advances (given & taken)
Security given
Corporate Guarantee given
Purchase of Mivan
Sale of Mivan		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 24.60 Crores
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 1.38 Crores
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
1% security / Guarantee fee
will be charged for providing
security
1% security / Guarantee fee
will be charged for providing
security
At arms length price
At arms lengthprice		 820
50
50
10
350
350
5
5		 Repayable
on Demand		 6%
6%
1%
40%
40%
1%
1%		 7117%
7117%
1423%
49822%
49822%
712%
712%		 Own Funds
and
Internal
Accrual
Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
As per terms of external
borrowings
As per terms of external
borrowings
At arm's length price
At arm's lengthprice
Sl
No.		 Name of the
first party		 Name of the
related party and
relationship		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Nature of Concern &
Interest & Share in
Voting Rights of Shriram
Properties Limited (SPL)
& other JV
Partner/Other Investors		 Business
Model		 Type of the Proposed
Transaction		 Material terms and
particulars of the proposed
Transactions		 Value of
proposed
transaction
from 01 April
24 to 31 March
25 for
approval of
audit
committee and
shareholders
approval		 Tenure of
the
Proposed
Transaction

 As a
Percentage
of SPL
Consolidate
Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 As a
Percentage
of
Subsdiary/J
VS Annual
Turnover of
FY 23-24 for
proposed
transaction
FY 24-25		 Details of
the
Sources of
funds in
connection
with the
proposed
transaction
s		 Secured/Un
secured &
terms of
payment		 Application
of fund		 Justification
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p)
11 Shrivision
Towers
Private
Limited		 Fellow
Subsidiaries and
JV's as per Exhibit
A		 Borrowings Availed / Loan
Repaid
Loans & Advances Given /
Borrowings repaid
Interest on loans &
advances (given & taken)		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 81.56 Crores
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.		 165
100
50
15		 Repayable
on Demand		 12%
6%
2%		 82%
41%
12%		 Own
Funds and
Internal
Accrual		 Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
**12 ** SPL Towers
Private
Limited		 Fellow
Subsidiaries and
JV's as per Exhibit
A		 Loans & Advances Given /
Borrowings repaid
Borrowings Availed / Loan
Repaid
Interest on loans &
advances (given & taken)
Security given
Corporate Guarantee given
Purchase of Mivan
Sale of Mivan		 In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Rs. 58.35 Crores
In accordance with the terms
of ICD Agreement, total loan
exposure as on 31 March 24 is
Nil
In accordance with the terms
of ICD Agreement, Interest is
charged at 15% p.a.
1% security / Guarantee fee
will be charged for providing
security
1% security / Guarantee fee
will be charged for providing
security
At arms length price
At arms lengthprice		 820
50
50
10
350
350
5
5		 Repayable
on Demand		 6%
6%
1%
40%
40%
1%
1%		 937%
937%
187%
6556%
6556%
94%
94%		 Own
Funds and
Internal
Accrual		 Unsecured,
Payable on
demand		 Project
Developmen
t		 For Project development, SPV
needs funding
For Project development/
Business needs
Interest rate is higher than Bank
rate
As per terms of external
borrowings
As per terms of external
borrowings
At arm's length price
At arm's lengthprice

Exhibit A Wholly Owned Subsidiaries Subsidiaries Shrivision Homes Private Limited Bengal Shriram Hitech City Private Limited Shriprop Developers Private Limited SPL Estates Private Limited SPL Shelters Private Limited SPL Realtors Private Limited Shriprop Homes Private Limited Joint Ventures Shriprop Projects Private Limited SPL Towers Private Limited Global Entropolis (Vizag) Private Limited Shriprop Living Space Private Limited Shriprop Constructors Private Limited Shriprop Hitech City Private Limited Shriprop Structures Private Limited SPL Housing Projects Private Limited SPL Constructors Private Limited Shrivision Elevations Private Limited Shriprop Builders Private Limited Shrivision Towers Private Limited Shriprop Properties Private Limited Shriram Living Space Private Limited Shriram Upscale Spaces Private Limited SPL Palms Developers Private Limited Shrirprop Malls Private Limited Shriprop Infrastructure Private Limited Shrivision Projects Private Limited Shrivision Structures Private Limited Shrivision Estates Private Limited Shrivision Malls Private Limited Shrivision Hitech City Private Limited SPL Homes Private Limited

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