Date: October 17, 2026

Trust Establishment & Purpose

Shriram Properties Limited has established the SPL ESOP Trust, an irrevocable trust, for administering and implementing the Shriram Properties Employee Stock Option Scheme 2025 (ESOS 2025). The trust was executed on October 16, 2026, pursuant to Special Resolutions passed by members at the 4th Annual General Meeting post Initial Public Offer (IPO) held on September 26, 2025. The primary purpose is to motivate, retain, and reward eligible employees of the Company and its Subsidiary Companies.

Trust Structure & Administration

Settlor: Shriram Properties Limited (CIN: L72200TN2000PLC044560), represented by Mr. K. Ramaswamy, Company Secretary and Compliance Officer.

Trustee: Braintrust Collectives LLP (LLPIN: ACM-5651), a corporate entity acting as the sole trustee, represented by Mr. Dayanand Lingaraj Guddin, Designated Partner (DIN: 10997180). The trust's principal office is located at Shriram House, No. 31, T. Chowdaiah Road, 2nd Main, Sadashivnagar, Bengaluru-560080.

Initial Corpus: The Settlor handed over an initial sum of ₹1,000 (Rupees One Thousand) to establish the trust.

Share Allocation & Scheme Details

The ESOS 2025 authorizes the creation and grant of up to 85,17,645 (Eighty-Five Lakh Seventeen Thousand Six Hundred Forty-Five) Equity Shares of ₹10 each. This represents 5% of the paid-up capital of the Company as of March 31, 2025. The trust is authorized to acquire these shares via Primary Issuance (subscription to new shares) or Secondary Acquisition (purchasing existing shares from stock exchanges), or both, subject to SEBI regulations.

Secondary Acquisition Limits: The total shares under secondary acquisition held by the Trust shall not exceed 5% of the paid-up equity capital (85,17,645 shares). Acquisition in any financial year shall not exceed 2% of the paid-up equity capital from the previous financial year. The Trust is prohibited from dealing in derivatives and may only undertake delivery-based transactions.

Individual Grant Cap: No employee shall receive grants exceeding 17,03,500 options (less than 1% of paid-up capital) in a financial year. Any grant reaching or exceeding 1% of issued capital requires prior shareholder approval via Special Resolution.

Trustee Appointment & Governance

The Settlor (Shriram Properties) holds the absolute right to appoint new or additional trustees or remove existing ones. A corporate trustee can act as a sole trustee. Trustees must not be promoters, directors, KMPs of the company, their relatives, or beneficial owners of 10% or more of the company's shares. The trustees have fiduciary duties to act in the best interests of the beneficiaries and administer the scheme fairly and transparently. Their powers include managing the trust fund, opening bank and demat accounts, borrowing funds for scheme purposes (with Settlor's authorization), and ensuring statutory compliance.

Scheme Administration & Beneficiary Rights

The Nomination and Remuneration Committee (NRC) of the company retains exclusive power to determine eligibility, approve grants, fix exercise prices, and set vesting schedules. The trustees act only upon written instructions from the NRC.

Vesting & Exercise: The vesting period is 1 to 4 years from the grant date (minimum 1 year). The exercise price can be at a maximum discount of 15% to the market price on the grant date but not less than the face value (₹10). The exercise period is a maximum of 5 years from vesting. Shares transferred to beneficiaries rank pari passu with existing equity shares.

Beneficiary Rights: Beneficiaries have the right to inspect the trust deed, scheme document, and annual audited accounts. They acquire shareholder rights (dividends, voting) only after the exercise of options and transfer of shares to their demat accounts. Options are non-transferable and non-encumberable, except transmission to nominees/legal heirs in case of death or permanent incapacity.

Funding & Financial Provisions

The trust fund can be constituted through the initial corpus, interest-free loans from the Settlor (not exceeding 5% of the aggregate of paid-up capital and free reserves), proceeds from primary issuance or secondary acquisition of shares, and income/dividends from trust assets. Loans are repayable to the Settlor upon the realization of proceeds from permitted share sales/transfers. All trustee remuneration, professional fees, brokerage, statutory levies, and administrative expenses are a first charge on the trust fund.

Dissolution & Winding Up

The trust dissolves when all options are exercised/lapsed, the Settlor is wound up, or trustees determine the objects are fulfilled. Upon dissolution, the trust fund is liquidated to settle liabilities, repay Settlor loans, and any surplus is distributed to beneficiaries or transferred to other employee benefit schemes as recommended by the NRC and approved by the Board.

Compliance & Legal Framework

The trust is governed by the Indian Trusts Act, 1882; SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; the Companies Act, 2013; and other applicable laws. The trustees are responsible for all statutory filings, tax compliance, and maintaining proper books of accounts, which must be audited annually by a practicing Chartered Accountant appointed with the Settlor's approval. The governing law is Indian law, with exclusive jurisdiction granted to courts in Chennai, Tamil Nadu.