Meeting Details

This is a postal ballot process conducted entirely through electronic means (e-voting). There is no physical meeting. The remote e-voting period commences on Friday, June 12, 2026, at 09:00 A.M. (IST) and ends on Saturday, July 11, 2026, at 05:00 P.M. (IST). The resolutions will be deemed to have been passed on the last date of voting, i.e., July 11, 2026, if approved by the requisite majority.

Proposed Resolutions and Implications

A single Ordinary Resolution is proposed for shareholder approval:

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 during FY 2026-2027.

The resolution seeks omnibus approval for various types of transactions expected to exceed the materiality threshold of 10% of the consolidated turnover (₹126.74 Crores) with individual related parties. These transactions, detailed in Annexure-I, include:

  • Granting and taking of loans (payable on demand) with interest at 14% p.a.
  • Providing and receiving corporate guarantees, with a commission of 1% p.a.
  • Purchase/sale of materials (e.g., Mivan formwork)
  • Cross-charging of expenses and pass-through costs
  • Charging of development management (DM) and administrative fees
  • Providing security and charging security fees
  • Investment/redemption of debentures

The rationale provided is that these transactions are in the ordinary course of the real estate business, conducted on an arm's length basis, and necessary for funding project-specific SPVs which are thinly capitalized. The company emphasizes that these related parties are subsidiaries/associates/JVs and none are owned by the Promoters/Promoter Group, who have no interest in these transactions.

Voting Process and Methods

The voting will be conducted solely through remote e-voting facilitated by NSDL. The company has not dispatched any physical ballot forms or business reply envelopes.

  • Cut-off Date: Friday, June 5, 2026. Voting rights are based on the shareholding as of this date.
  • E-voting Platform: National Securities Depository Limited (NSDL)
  • Voting Access: Shareholders can vote via:
  • Their demat account login through NSDL or CDSL's online portals/mobile apps.
  • Direct login on NSDL's e-voting website (www.evoting.nsdl.com) using their DP ID + Client ID (for NSDL), Beneficiary ID (for CDSL), or Folio Number (for physical shareholders).
  • Helpdesk: NSDL (evoting@nsdl.com / 022-48867000) and CDSL (helpdesk.evoting@cdslindia.com / 1800-21-09911).

Scrutinizer Appointment and Role

The Board of Directors, at its meeting held on May 25, 2026, appointed Mr. P Sriram (FCS: 4862, COP: 3310), and failing him, Ms. Nithya Pasupathy (FCS 10601, COP-22562), Partners of SPNP & Associates, Practicing Company Secretaries, as the Scrutinizer.

The Scrutinizer's role is to conduct the postal ballot process in a fair and transparent manner and scrutinize the e-voting process. The Scrutinizer will submit a report to the Chairman & Managing Director upon completion of the vote scrutiny.

Results Announcement and Compliance

The results of the postal ballot along with the Scrutinizer's Report will be announced on or before Tuesday, July 14, 2026 (within two working days of the voting end date).

The results will be:

  • Displayed at the company's corporate office in Bengaluru.
  • Hosted on the company's website: https://www.shriramproperties.com/company-announcements
  • Hosted on NSDL's website: https://www.evoting.nsdl.com/
  • Communicated to the stock exchanges (BSE Limited and National Stock Exchange of India Limited) and made available on their websites (www.bseindia.com, www.nseindia.com).

Confirmation of Compliance

The notice confirms compliance with:

  • Sections 108, 110, and 102 of the Companies Act, 2013.
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Secretarial Standard on General Meetings (SS-2).
  • MCA General Circulars, including the latest Circular No. 03/2025 dated September 22, 2025.
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated October 13, 2025, and the SEBI Master Circular dated January 30, 2026, regarding Industry Standards on minimum information for RPT approvals.

Key Financial and Operational Context from Explanatory Statement

  • Business Model: The company is engaged in real estate development and uses a Special Purpose Vehicle (SPV) structure for each project, leading to numerous subsidiaries and joint ventures.
  • FY 2025-26 Financials: The company achieved sales bookings of ₹2,354 Crores but recognized a consolidated revenue of only ₹1,267.41 Crores due to the project completion method of accounting prescribed by Indian Accounting Standard 115 (Ind AS 115). This lower revenue recognition figure is the basis for calculating the RPT materiality threshold.
  • Materiality Threshold: Consequently, any transaction exceeding ₹126.74 Crores (10% of ₹1,267.41 Cr) with a single related party during FY 2026-27 is considered material and requires shareholder approval.
  • Arm's Length Basis: All proposed transactions are certified by an Independent Chartered Accountant to be at arm's length and in the ordinary course of business.
  • Abstention from Voting: As per Regulation 23 of SEBI LODR, all related parties will abstain from voting on this resolution.
  • Audit Committee & Board Approval: The Audit Committee and Board have already reviewed and recommended/approved the proposed RPTs in their meeting held on May 25, 2026.

Detailed Annexure-I Transaction Summary

The Annexure provides exhaustive details for proposed transactions with eleven related parties. The nature and scale of proposed transactions for FY27 (in ₹ Crores) are summarized below for key entities:

1. Bengal Shriram Hitech City Pvt Ltd (Subsidiary - 99.99% holding):

  • Loan given by SPL: 300.00 (Material: Yes)
  • Loan taken by SPL: 300.00 (Material: Yes)
  • Security received by SPL: 500.00 (Material: Yes)
  • Corporate Guarantee given by SPL: 300.00 (Material: Yes)

2. SPL Estates Pvt Ltd (Step-down Subsidiary):

  • Loan given by SPL: 200.00 (Material: Yes)
  • Loan taken by SPL: 200.00 (Material: Yes)
  • Corporate Guarantee given by SPL: 200.00 (Material: Yes)

3. Shriprop Living Space Pvt Ltd (JV - 51% holding):

  • Loan given by SPL: 200.00 (Material: Yes)
  • Loan taken by SPL: 200.00 (Material: Yes)
  • Corporate Guarantee given by SPL: 200.00 (Material: Yes)

4. SPL Towers Pvt Ltd (JV - 51% holding):

  • Loan given by SPL: 100.00 (Material: No)
  • Loan taken by SPL: 100.00 (Material: No)

5. Shrivision Towers Pvt Ltd (JV - 50% holding):

  • Loan given by SPL: 200.00 (Material: Yes)
  • Corporate Guarantee given by SPL: 200.00 (Material: Yes)

6. Shriprop Developers Pvt Ltd (JV - 50% holding):

  • Loan given by SPL: 200.00 (Material: Yes)
  • Loan taken by SPL: 200.00 (Material: Yes)
  • Security provided by SPL: 300.00 (Material: Yes)
  • Corporate Guarantee given by SPL: 450.00 (Material: Yes)

7. Shrivision Upscale Spaces Pvt Ltd (WOS - 100% holding):

  • Loan given by SPL: 200.00 (Material: Yes)
  • Loan taken by SPL: 200.00 (Material: Yes)
  • Corporate Guarantee given by SPL: 200.00 (Material: Yes)

8. Shriram Living Space Pvt Ltd (WOS - 100% holding):

  • Loan given by SPL: 200.00 (Material: Yes)
  • Corporate Guarantee given by SPL: 200.00 (Material: Yes)

9. Shriprop Hitech City Pvt Ltd (JV - 50% holding):

  • Loan given by SPL: 200.00 (Material: Yes)
  • Corporate Guarantee given by SPL: 300.00 (Material: Yes)

10. Transaction between Bengal Shriram Hitech City & SPL Estates (Inter-SPV):

  • Loan given: 100.00 (Material: Yes)
  • Loan taken: 100.00 (Material: Yes)
  • Security provided: 200.00 (Material: Yes)
  • Corporate Guarantee given: 200.00 (Material: Yes)

All interest rates for loans are proposed at 14% per annum, certified to be at arm's length. The tenure for all approvals is one financial year (FY 2026-27), and the transactions are repayable on demand and unsecured.

Contact for Queries

For any queries related to the postal ballot process, shareholders can contact:

  • The Company Secretary, Shriram Properties Limited, at cs.spl@shriramproperties.com or phone: 080-4022 9999.
  • The Registrar and Share Transfer Agent, KFin Technologies Limited.