డైరెక్టర్ల నివేదిక Shraddha Prime Projects Ltd.

Mar 31, 2025

Your Directors are pleased to present the 33^rd Annual report of your Company together with the Standalone and
Consolidated Audited Financial Statements of your company for the financial year ended March 31,2025.

Financial Highlights:

The Financial performance of the Company during the financial year ended March 31,2025 as compared to the previous
financial year is summarized below:

Particulars	STANDALONE		CONSOLIDATED
	FY 24-25	FY 23-24	FY 24-25	FY 23-24
Revenue from Operations	10,321.94	4,327.86	15,558.28	8,381.32
Other Income	1,050.05	*489.85	458.28	99.06
Total Income	11,371.99	4,817.71	16,016.56	8,480.38
Expenses	8,357.97	4,048.07	12,541.79	7,416.11
Profit / (Loss) before exception items and tax	3,014.02	769.64	3,474.77	1,064.27
Profit/(Loss) before tax	3,014.02	769.64	3,474.77	1,064.27
Tax expenses	549.74	116.28	983.23	407.79
Net Profit /(loss) for the year	2,464.28	653.36	2,491.54	656.48

* Other Income in Standalone includes share in profit from subsidiary firms.

Review of Operations:

During the year under review, the consolidated total income for the current year amounted to Rs. 16,016.56 Lakhs
compared to Rs. 8,480.38 Lakhs in the previous year. The Profit/ (Loss) after tax on consolidated basis stands at Rs.
2,491.54 Lakhs as compared to Rs. 656.48 Lakhs during the previous year. On standalone basis, the total income for
the current year amounted to Rs. 11,371.99 Lakhs compared to previous year’s total income of Rs. 4817.71 Lakhs.
The Profit/ (Loss) after tax on standalone basis stands at Rs. 2,464.28 Lakhs compared to Rs. 653.36 Lakhs during the
previous year.

State of Company’s Affairs:

Shraddha Prime Projects Limited is a BSE Listed Company. The Company is engaged in the business of real estate
activities, which involves developing, leasing, constructing and redeveloping various residential and commercial
projects in India, primarily in Mumbai. The operations for the year under review shows a profit of Rs. 2491.54 Lakhs on
consolidated basis.

After the Completion of the year, your Company has acquired stake in following Limited Liability Partnerships (LLPs) and
has become a designated partner. The Details of contribution to be introduced and profit-Sharing ratio is given below:

Sl. No.	Name of the LLPs	% Stake of Contribution & Profit-Sharing Ratio
1	Neuwel Builders and Planner LLP	40%
2	Shraddha Fortune LLP	95%
3	Shraddha World One LLP	88%
4	Vraj Shraddha Developers LLP	38%

During the year, Company announced receipt of IOD (Intimation of Disapproval) for its largest redevelopments project
“SHRADDHA PARADISE ENCLAVE” in Central Suburbs - Mulund West, and for another redevelopment project
“HIMGIRI CO-OPERATIVE HOUSING SOCIETY LIMITED” again in Mulund West.

The Company had already acquired 50% share of contribution and profit-Sharing ratio in Shraddha Fortune LLP. After
the close of the year, further 45% stake is acquired in the said Shraddha Fortune LLP aggregating to 95%.

Additionally the Company has been appointed as a Developer by “Arundhati Niwas Co. Op. Hsg. Ltd.,” located in
Magathane, Borivali East, Mumbai for its re-development Project named as “Shraddha Pratham”. The Company has
its major running projects namely Shraddha Pavillion (Kanjurmarg), Shraddha Panorama (Mulund) and Shraddha
Palacious (Bhandup) amongst others.

Your directors are hopeful of achieving noticeable progress in the Real Estate Development business in coming years
Rights Issue

During the year under review, the Company has not issued any shares via Right Issue.

Dividend

The Board of Directors of the Company at its meeting held on 30^th September, 2024 declared the Interim Dividend at the
rate Re. 0.20/- (Twenty Paisa) (2%) per Equity Share bearing Face Value of Rs. 10/- each for the financial year 2024-25.

Further, based on the Company’s performance, your Directors are pleased to inform that, it has recommended a final
dividend at the rate Re. 0.20/- (Twenty Paisa) (2%) per Equity Share bearing Face Value of Rs. 10/- each for the financial
year 2024-2025.

Hence the total dividend paid for the year 2024-2025 is Re. 0.40/- (Forty Paisa) (4%) per Equity Share bearing Face
Value of Rs. 10/- each.

Change in Nature of Business

There is no change in the Nature of Business during the year under review.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Education and Protection Fund.
Transfer to Reserves

Your Directors do not propose to transfer any amount to reserves out of the profits earned during financial year 2024¬
2025.

Share Capital

A) Authorised Capital: The Authorized Share Capital of the Company is Rs. 45,00,00,000/- (Forty Five Crores Only)
divided into 4,50,00,000 (Four Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Ten Rupees Only) each.

> The Authorised Share Capital of the Company was increased from Rs. 30,00,00,000 (Rupees Thirty Crores
only), divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.10 each, to Rs. 45,00,00,000 (Rupees
Forty-Five Crores only), divided into 4,50,00,000 (Four Crores Fifty Lakhs) Equity Shares of Rs.10 each,
pursuant to a resolution passed through Postal Ballot on Thursday, 16^th January 2025.

B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 40,40,10,000/- (Forty Crores Forty
Lakhs and Ten Thousand Only) divided into 4,04,01,000 (Four Crores Four Lakhs and One Thousand) Equity
Shares of Rs. 10/- (Ten Rupees Only) each.

> The Paid-Up Share Capital Increased from Rs. 20,20,05,000/- to Rs. 40,40,10,000/- pursuant to the Bonus
issue of 2,02,00,500 Equity Shares of face value of Rs. 10/- out of the Reserves and Surplus in the proportion
of 1:1 (One new shares for every One equity share) as approved by the shareholders through Postal Ballot on
Thursday, 16^th January 2025. Trading permission was received from BSE effective from 28^th January, 2025.

C) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential
rights during the Financial Year 2024-2025.

D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year
2024-2025.

E) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial
Year 2024-2025.

F) Reclassification: The Company had made an application afresh for Reclassification of 11 Promoters under
Regulation 31A (8)(c) and Regulation 31A (10) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 dated 14^th March, 2024 as pursuant to Open Offer made under SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 as they are no longer promoters. However, the same has been rejected
by the BSE stating that Company has been non-compliant with Regulation 38 of the SEBI LODR Regulations,
2015.

> The Management would like to state that, while the application for reclassification of promoters was pending,
the outgoing promoters disposed of 20,239 shares to comply with requirement of Minimum Public Shareholding
(MPS). Following the completion of the Open Offer and Offer for Sale (OFS), Mr. Sudhir Balu Mehta is deemed
to be the sole Promoter of the Company and has complied with the MPS requirements. In this context, the
Company has also paid the penalty levied by the BSE.

> The reclassification request was subsequently made again and the reclassification approval is still under
consideration.

Subsidiaries, Joint Ventures and Associate Companies / Entities

As on 31^st March, 2025, the Company had 5 consolidating subsidiary firms out of which 3 being partnership firms, namely
Shree Krishna Rahul Developers, Padmagriha Heights and Shree Mangesh Constructions and 2 being a limited liability
partnership firm namely Roopventures LLP and Shraddha Mangalsmruti LLP. All the subsidiary firms are controlled and
managed by the management of the Company.

As per Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company, and its
subsidiary firms in accordance with applicable Indian Accounting Standards (Ind AS) issued by The Institute of Chartered
Accountants of India, forms part of this Annual Report. The performance and financial position of each of the subsidiaries
for the year ended 31^st March, 2025 is attached to the financial statements hereto in Form AOC - 1 as Annexure VI.

The Company has formulated a policy for determining ‘material’ subsidiaries and such policy is disclosed on Company’s
website at https://shraddhaprimeproiects.in/

Weblink for Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment
Rules, 2021 dated March 05, 2021), a copy of the Annual Return is available on the website of the Company at
https://shraddhaprimeproiects.in/

Number of Meetings of the Board

The Board of Directors duly met 14 times during the Financial Year 2024-2025 in compliance of applicable provisions of
Companies Act, 2013.

Independent Directors and their Meeting

Your Company received annual declarations from all the Independent Directors of the Company, confirming that they
meet the criteria of ‘Independence’ provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b)
& 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no changes in the
circumstances, which could affect their status as Independent Directors during the financial year.

The Independent Directors met on 14^th February, 2025, without the attendance of Non-Independent Directors and
members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and
the Board as a whole; the performance of the Chairman of the Company by taking into account the views of Executive
Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of information flow between the
Company’s management and the Board necessary for the Board to effectively perform their duties.

Annual Evaluation of Directors, Committee and Board

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,(“Listing Regulations”) A formal evaluation mechanism
has been adopted for evaluating the performance of the Board, the Committees thereof, individual Directors and the
Chairman of the Board. The evaluation is based on criteria which include, among others, providing strategic perspective,
integrity and maintenance of confidentiality and independence of judgment, Chairmanship of Board and Committees,
attendance, time devoted and preparedness for the Meetings, quality, quantity and timeliness of the flow of information
between the Board Members and the Management, contribution at the Meetings, effective decision making ability,
monitoring the corporate governance practices, role and effectiveness of the Committees and effective management
of relationship with stakeholders. Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations,
the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the
committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

The Independent Directors were regularly updated on the industry and market trends, project undertaken and the
operational performance of the Company through presentations.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 (the “Act”):

1. that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting

standards read with the requirements set out under Schedule III to the Act, have been followed along with proper

explanation relating to material departures, if any.

2. that such accounting policies, as mentioned in Notes to the Financial Statements have been selected and applied
consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31,2025 and of the profit/(loss) of the Company for the
financial year ended on that date.

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities

4. that the annual financial statements have been prepared on a going concern basis.

5. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

6. that there are laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively.

Management Discussion and Analysis

The report on Management Discussion and Analysis as per the SEBI (Listing Obligations and Disclosures Requirements),
Regulations, 2015 forms integral part of this Annual Report as Annexure I.

Details in respect of frauds reported by Auditors

No fraud in or by the Company were noticed or reported by the auditors during the period under review.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Act

In compliance with the provisions of the Act and Listing Regulations, the Company extends financial assistance in
the form of investment, loan and guarantees to its subsidiaries, from time to time in order to meet their business
requirements. Particulars of loans, guarantees and investments are detailed in Notes to the financial statements to the
financial statements provided in this Integrated Report. The Company is in the business of real estate development and
accordingly is covered under the definition of ‘infrastructure facilities’ in terms of Section 186 read with Schedule VI of
the Act.

Particulars of Contracts or Arrangements made with Related Parties

Related party transactions that were entered during the financial year were on an arm’s length basis and were in
the ordinary course of business. There were no materially significant related party transactions with the Company’s
Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the
Company. Kindly refer the financial statements for the transactions with related parties entered during the year under
review.

Transactions with related parties entered by the Company in the normal course of business are periodically placed
before the Audit Committee for its approval. Considering the nature of transactions, the Board consider the same material
transactions, however, the same are at arm’s length basis. The same has been annexed in the format prescribed under
Form AOC-2 as Annexure VII.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of
the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.

This Policy was considered and approved by the Board and has been uploaded on the website of the Company at
https://shraddhaprimeproiects.in/.

Material changes and commitment, if any affecting financial position of the Company occurred between end of
the financial year to which these financial statements relate and the date of the report

There are no material Changes and Commitments affecting the financial position of the Company from 1^st April, 2025
till the date of issue of this report.

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

(A) Conservation of Energy

During the year under review, there were no activities which required heavy consumption of energy. However,
adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information
with regard to the conservation of energy (Disclosure of Particulars in the report of Board of Directors) Rules is not
applicable to the Company during the year under review, the same are not reported.

(B) Technology Absorption

Since the Company is in the Real Estate, the use of technology is limited.

(C) Foreign Exchange Earnings and Outgo

There was no Foreign Exchange income and outflow during the reporting financial year.

Deposits

During the financial year under review the Company has neither accepted nor renewed any deposits within the meaning
of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators / Courts / Tribunal, which would impact
the going concern status of the Company and its future operations.

Internal control system and their adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition
of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is
following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial
statements. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity
and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring
and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating
systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit
Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary
actions in their respective areas. The internal auditors have expressed that the internal control system in the Company
is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of
all the applicable laws and that such systems are adequate and operating effectively.

Board of Directors and Key Managerial Personnel

The Company’s Board of Directors is made up of highly respected individuals with proven abilities and strong ethical
principles. They bring a wealth of experience, financial expertise and leadership skills to the table. Furthermore, they are
deeply committed to the Company’s success and invest significant time in Board Meetings and preparation.

To comply with Listing Regulations, the Board has carefully identified the essential skills, expertise, and competencies
needed by its Directors to effectively manage the Company’s operations. These details are outlined in the Corporate
Governance Report.

The composition of the Board complies with the requirements prescribed in the Listing Regulations and are as follows:

Name of Director	Designation
Mr. Sudhir Balu Mehta (02215452)	Managing Director
Mr. Ramchandra Krishnakant Ralkar (02817292)	Non-Executive Director
Mr. Santosh Sadashiv Samant (06586861)	Non-Executive Director
Mr. Kapil Purohit (09452936)	Non-Executive Independent Director
Ms. Shivangi Datta (09262501)	Non-Executive Independent Women Director
Ms. Ankita Gupta (09484966)	Non-Executive Independent Women Director

Particulars of Changes to the Board
Appointment/Re-appointment

During the year under review, the following appointments were made to the composition of the Board:

Sr.no	Name of Directors	Designation
1	Mr. Kapil Purohit (09452936) (Appointed w.e.f 14.11.2024)	Non-Executive Independent Director
2	Ms. Ankita Gupta (09484966) (Appointed w.e.f 09.12.2024)	Non-Executive Independent Women Director

Cessation

During the year under review, the following cessation(s) took place due to resignation of Director(s) from the Board:

Sr.no	Name of Directors	Designation
1	Mr. Rohit Agrawal (08480575) (Resigned w.e.f. 16.10.2024)	Non-Executive Independent Director
2	Ms. Nimisha Soni (09462999) (Resigned w.e.f. 09.12.2024)	Non-Executive Independent Women Director

Directors liable to retirement by rotation

In compliance with provisions of Section 152 of the Companies Act, 2013, Mr. Ramchandra Krishnakant Ralkar (DIN
02817292) and Mr. Santosh Sadashiv Samant (DIN 06586861), Directors of the Company retires by rotation at the ensuing
AGM and being eligible, offers themselves for re-appointment. Appropriate resolution for aforesaid re-appointment is
being placed for approval of the members at the ensuing AGM.

Details of Mr. Ramchandra Krishnakant Ralkar (DIN 02817292) and Mr. Santosh Sadashiv Samant (DIN 06586861) is
provided in the “Annexure - 1 & 2” to the Notice, in accordance with the provisions of (i) Listing Regulations and (ii)
Secretarial Standard on General Meetings (“SS- 2”), issued by the Institute of Company Secretaries of India.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, the Independent
Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed
in the Companies Act, 2013 and the Listing Regulations, and are not aware of any situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an
objective independent judgement and without any external influence. Further, veracity of the above declarations has
been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

Further, in terms of Section 150 of the Act and declaration in compliance with Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) Notification dated
October 22, 2019, regarding the requirement relating to enrolment in the Data Bank created by MCA for Independent
Directors, has been received from all the Independent Directors.

Mr. Kapil Purohit (09452936), Ms. Ankita Gupta (09484966) and Ms. Shivangi Datta (09262501) are Non-Executive
Independent Directors as on March 31,2025.

The Company has formulated a policy on ‘familiarisation programme for independent directors’ which is available on the
Company’s website at the link: www.shraddhaprimeprojects.in

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Companies Act, 2013 following are the Key Managerial Personnel of the
Company as on March 31,2025:

1) Mr. Sudhir Balu Mehta (02215452), Managing Director,

2) Mr. Mehul Barvalia, Chief Executive Officer*

3) Mr. Dhruv Rajesh Mehta, Chief Financial Officer

4) Mrs. Neha Bharat Chhatbar, Company Secretary and Compliance Officer

*Mr. Mehul Barvalia was appointed as Chief Executive Officer (Key Managerial Personnel) of the Company w.e.f. 12^th
August, 2024 in place of Mr. Vishal Salecha who resigned from the position of Chief Executive Officer (Key Managerial
Personnel) of the Company w.e.f. 20^th June 2024.

Corporate Governance

The report on Corporate Governance and the certificate from Company Secretary in Practice regarding compliance with
the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report
as Annexure-II

Committees of the Board

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Kindly refer to the
section on Corporate Governance, under the head, ‘Audit Committee’ for matters relating to constitution, meetings and
functions of the Committee.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section
178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. Kindly refer to the section on Corporate Governance, under the head, ‘Nomination and Remuneration
Committee’ for matters relating to constitution, meetings, functions of the Committee and the remuneration policy
formulated by this Committee.

Other Board Committees

For details of other Board Committees’ viz. Stakeholders Relationship Committee and others, kindly refer to the section
‘Committees of the Board of Directors’, which forms part of the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of section 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the
Listing Regulations, your Company has adopted whistle blower policy for Directors and employees to report genuine
concerns to the management of the Company. Detailed policy of the same is available at the registered office of the
Company and on the website of the Company at www.shraddhaprimeprojects.in. under “LODR Policies” Section..

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on the website at the link:
www.shraddhaprimeproiects.in, under “LODR Policies” Section.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Ms. Neeta Desai of ND &
Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company to undertake the Secretarial
Audit of the Company for the year 2024-2025.

Further, in accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013,
read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force) (‘the Act’) and Regulation 24A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI
Listing Regulations’), every listed company is required to annex a Secretarial Audit Report, issued by a Practicing
Company Secretary, to their Board’s report, prepared under Section 134(3) of the Act.

Additionally, as per the recent amendment in SEBI LODR, a listed entity must appoint a Secretarial Auditor (Peer
Reviewed) for a term of five consecutive years, with member’s approval to be obtained at the Annual General Meeting.
Accordingly, the Audit Committee and the Board of Directors at their meeting held on August 14, 2025, has recommended
the appointment of M/s ND & Associates, Practicing Company Secretaries (COP No. 4741) as the Secretarial Auditor
of the Company for a period of five (5) consecutive years, commencing from April 1,2025 to March 31,2030, subject
to approval of the Members at the Annual General Meeting. Furthermore, in terms of the amended regulations, M/s
ND & Associates, has provided a confirmation that they have subjected themselves to the peer review process of the
Institute of Company Secretaries of India and holds a valid peer review certificate. M/s ND & Associates, has provided
a declaration to that effect that they are not disqualified from being appointed as Secretarial Auditor and that they have
not taken up any prohibited non secretarial audit assignments for the Company, its holding and subsidiary companies.

While recommending M/s ND & Associates, for appointment, the Board and the Audit Committee evaluated various
factors, including the firm’s capability to handle a diverse and complex business environment, its existing experience
in the Company’s business segments, its industry standing, the clientele it serves, and its technical expertise. M/s
ND & Associates, was found to be well-equipped to manage the scale, diversity, and complexity associated with the
Secretarial Audit of the Company.

The Report of the Secretarial Audit Report is annexed herewith as Annexure-III.

The comments mentioned in the report are self-explanatory and do not call for any further clarifications. The Board of
Directors constantly endeavour to follow the applicable compliances in letter and in spirit.

Statutory Auditors

At the 32^nd Annual General Meeting held on 26.09.2024, M/s. Monika Jain & Co., Chartered Accountants, (Firm

Registration No. 130708W) were appointed as Statutory Auditor of the Company, to hold the office from the conclusion
of 32^nd Annual General Meeting, for a first term of 5 consecutive years till 37^th Annual General Meeting for the Financial
Year 2028-29.

The Report given by the Auditors on the Consolidated and Standalone Audited Financial Statements for the year ended
31^st March, 2025 of the Company forms an integral part of the Annual Report. The notes to the accounts referred to in
the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Internal Audit

Pursuant to the provisions of Section 138 of the Companies Act, 2013, Rule 13 of the Companies (Accounts) Rules,
2014 and other applicable provisions, if any of the Companies Act, 2013, The Board, on the recommendation of the Audit
Committee, in its meeting dated 29.05.2024 has appointed Mr. Milind Deshmukh, Chartered Accountant, (Membership
No. 208831) as an Internal Auditor of the Company for the financial year 2024-25.

Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations
of the Company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits
prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures
needs to be made under the said section. Further, the detailed ratios of the remuneration of each Director to the median
remuneration to the employees of the Company for the financial year are enclosed as “Annexure IV” to the Board’s
Report.

Risk Management

The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk,
Market Risk, Government Policy Risk, Liquidity Risk, and Systems Risk etc. The Company has in place adequate
mitigation plans for the aforesaid risks.

Corporate Social Responsibility

The Provisions with respect to Corporate Social Responsibility initiative as mandated by Companies Act, 2013 is
applicable to the Company from FY 2024-25.

In this regard the Company, in compliance with the act and the rules, formulated CSR policy which is posted on the
website at the link: https://shraddhaprimeproiects.in/. under “LODR Policies” Section.

Further the details of CSR projects are also posted on the website at the link: https://shraddhaprimeproiects.in/, under
“Investor Relation” Section.

In pursuance of rule 8 of CSR rules 2014, details, as required there under, of CSR forms an integral part of this Annual
Report as Annexure V.

Particulars of transaction between the Company and Non-Executive Directors

During the year under review, the company has not entered into any transaction with its Non-Executive Directors except
for payment of sitting fees as mentioned in notes to accounts.

Affirmation

1) The Company has complied with all the Applicable Secretarial Standards issued by Institute of Company Secretaries
of India.

2) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

3) There was no instance of one time settlement with any Bank or Financial Institution.

4) There was no revision in the previous financial statements of the Company.

Maintenance of cost records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is not applicable to the Company for the year under review.

The Company has appointed M/s. Joshi Apte & Associates as a Cost Auditor after the close of year since the provisions
has become applicable from the FY 2025-2026 onwards.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing
in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

To comply with the Regulation 3(5) of SEBI (PIT) Regulations, 2015, and to maintain structured digital database
(SDD) containing the names of such persons or entities with whom Unpublished Price Sensitive Information (UPSI) is
shared and intermediaries and fiduciaries who handle UPSI of the Company in the course of business operations, the
Company has installed a SDD software on the server of the Company.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All the Directors
on the Board and the designated employees have confirmed compliance with the Code.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act,
2013 and Maternity Benefit Act 1961:

In accordance with the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”), the Company has duly constituted an Internal Complaints Committee (ICC) to
provide a safe and secure working environment for all employees, particularly women.

Further, in compliance with the directive issued by the Directorate General of Information and Public Relations (DGIPR),
Government of Maharashtra, and as per the advisory from the Central Government, the Company has completed its
registration on the SHE-Box (Sexual Harassment Electronic Box) Portal, thereby affirming the constitution of the ICC
and its commitment to ensuring prevention, prohibition and redressal of sexual harassment at the workplace.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been
set up to redress complaints received regarding sexual harassment.

Further in accordance with the recent amendment, please find below details as required:

Sr.no	Particulars
1	number of complaints of sexual harassment received in the year : 0
2	number of complaints disposed off during the year: 0
3	number of cases pending for more than ninety days: 0

The Company also confirms that it has complied with provisions relating to the Maternity Benefit Act 1961.

Statement Pursuant to Uniform Listing Agreement

The Company’s Equity shares are listed at Bombay Stock Exchange Limited. The Annual listing fee for the year 2025-26
has been paid.

Cash flow statement

The Cash flow statement for the year 2024-25 is part of Balance Sheet.

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government
Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors
also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Place: Mumbai For Shraddha Prime Projects Limited

Date: 14.08.2025 (Formerly known as Towa Sokki Limited)

Sd/-

Sudhir Balu Mehta
Managing Director
(DIN 02215452)

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Mar 31, 2024

Your Directors are pleased to present the 32^nd Annual report of your Company together with the standalone and consolidated audited financial statements of your company for the financial year ended March 31,2024.

Financial Highlights:

The Financial performance of the Company during the financial year ended March 31,2024 as compared to the previous financial year is summarized below:

(Rs. in Lakhs)
	STANDALONE		CONSOLIDATED
Particulars	FY 23-24	FY 22-23	FY 23-24	FY 22-23
Revenue from Operations	4,327.86	-	8,381.32	859.22
Other Income	*489.85	3.00	99.06	3.03
Total Income	4,817.71	3.00	8,480.38	862.25
Expenses	4,048.07	89.71	7,416.11	780.21
Profit / (Loss) before exception items and tax	769.64	(86.71)	1,064.27	82.04
Profit / (Loss) before tax	769.64	(88.25)	1,064.27	80.50
Tax expenses	116.28	(22.95)	407.79	29.92
Net Profit /(loss) for the year	653.36	(65.30)	656.48	50.58
* Other Income in Standalone includes share in profit from subsidiary firms.

Review of Operations:

During the year under review, the consolidated total income for the current year amounted to Rs. 8,480.38 Lakhs compared to Rs. 862.25 Lakhs in the previous year. The Profit/ (Loss) before tax on consolidated basis stands at Rs. 1,064.27 Lakhs as compared to Rs. 80.50 Lakhs during the previous year. On standalone basis, the total income for the current year amounted to Rs. 4,817.71 Lakhs compared to previous year’s total income of Rs. 3.00 Lakhs. The Profit/ (Loss) before tax on standalone basis stands at Rs. 769.64 Lakhs compared to Rs. (88.25) Lakhs during the previous year.

Company’s Affairs:

Shraddha Prime Projects Limited is a BSE Listed Company. The Company is engaged in the business of real estate activities which involves developing, leasing, constructing and redeveloping various residential and commercial projects in India, primarily in Mumbai. The operations for the year under review shows a profit of Rs. 656.48 Lakhs on consolidated basis.

During the year under review your Company has entered into Partnership agreement for 50% stake in Roopventures LLP to take over their projects and has executed registered Development Agreements for a project under the said LLP. Further the Company has been appointed as a Developer by “The Bhaskar Nagar Co-operative Housing Society Limited” located in Borivali East, Mumbai and by “Himgiri Co-operative Housing Society Limited” located in Mulund West, an eastern suburb of Mumbai. The Company has its major running projects like “Shraddha Paradise” (Borivali), Shraddha Pavillion (Kanjurmarg), Shraddha Panorama (Mulund) and Shraddha Palacious (Kurla) amongst others.

Your directors are hopeful of achieving noticeable progress in the Real Estate Development business in coming years which will also be visible from the bottom line of financials.

Rights Issue

The Board of Directors of your Company at their meeting dated 11^th October, 2022 approved the issuance of equity shares by way of rights issue to the existing shareholders of the Company as on the record date and on 13^th March, 2023 approved the “Rights Issue” Draft Letter of Offer (DLOF), terms of issue and other allied as well as ancillary matters. Allotment of the rights shares were done on 28^th July, 2023 and the company received trading permission w.e.f. 2^nd August 2023.

Dividend

During the year under review, the Company has not declared any Dividend.

Change in Nature of Business

There is no change in the Nature of Business during the year under review.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Education and Protection Fund. Transfer to Reserves

Your Directors do not propose to transfer any amount to reserves out of the profits earned during financial year 2023-24. Share Capital

A) Authorised Capital: The authorized share capital of the Company is Rs. 30,00,00,000/- (Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Ten Rupees Only) each.

B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 20,20,05,000/-.

> The Paid-Up Capital Increased from Rs. 4,55,48,000/- to Rs. 20,20,05,000/- pursuant to the rights issue of 1,56,45,700 Equity Shares of face value of Rs. 10/- each at a premium of Rs. 20/- per share pursuant to letter of offer dated June 30, 2023.

> The Rights Issue Committee has approved allotment of 1,56,45,700 fully paid-up Equity shares of Rs. 10/-each at a premium of Rs. 20/- per share on 28^th July, 2023. Trading permission was received from BSE effective from 2^nd August, 2023.

C) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2023-2024.

D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2023-2024.

E) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2023-2024.

F) Reclassification: The Company has made an application afresh for Reclassification of 11 Promoters under Regulation 31A (8)(c) and Regulation 31A (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 14^th March, 2024 as pursuant to Open Offer made under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as they are no longer promoters.

Subsidiaries, Joint Ventures and Associate Companies

As on 31^st March, 2024, the Company had 4 consolidating subsidiary firms out of which 3 being partnership firms, namely Shree Krishna Rahul Developers, Padmagriha Heights and Shree Mangesh Constructions and 1 being a limited liability partnership firm namely Roopventures LLP. All the subsidiary firms are controlled and managed by the management of the Company.

As per Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company, and its subsidiary firms in accordance with applicable Indian Accounting Standards (Ind AS) issued by The Institute of Chartered Accountants of India, forms part of this Annual Report. The performance and financial position of each of the subsidiaries for the year ended 31^st March, 2024 is attached to the financial statements hereto in Form AOC 1.

In terms of Section 136 of the Companies Act, 2013, separate audited accounts in respect of each of subsidiaries have been placed on the website of the Company. Further, the Company shall provide a copy of separate audited annual accounts in respect of each of its subsidiary to any member of the Company who asks for it and said annual accounts

will also be kept open for inspection at the Registered Office of the Company.

The Company has formulated a policy for determining ‘material’ subsidiaries and such policy is disclosed on Company’s website https://shraddhaprimeproiects.in.

Weblink for annual return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the Annual Return is available on the website of the Company at www. shraddhaprimeprojects.in

Number of Meetings of the Board

The Board of Directors duly met 11 times during the Financial Year 2023-24 in Compliance of applicable provisions of Companies Act, 2013.

Independent Directors and their Meeting

Your Company received annual declarations from all Independent Directors of the Company, confirming that they meet the criteria of ‘independence’ provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no change in the circumstances, which could affect their status as Independent Director during the financial year.

The Independent Directors met on 12^th February, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company took into account the views of Executive Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of information flow between the Company’s management and the Board necessary for the Board to effectively perform their duties.

Annual Evaluation of Directors, Committee and Board

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, A formal evaluation mechanism has been adopted for evaluating the performance of the Board, the Committees thereof, Individual Directors and the Chairman of the Board. The evaluation is based on criteria which include, among others, providing strategic perspective, integrity and maintenance of confidentiality and independence of judgment, Chairmanship of Board and Committees, attendance, time devoted and preparedness for the Meetings, quality, quantity and timeliness of the flow of information between the Board Members and the Management, contribution at the Meetings, effective decision making ability, monitoring the corporate governance practices, role and effectiveness of the Committees and effective management of relationship with stakeholders. Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

The Independent Directors were regularly updated on the industry and market trends, project undertaken and the operational performance of the Company through presentations.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 (the “Act”):

1. that in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any.

2. that such accounting policies, as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit/(loss) of the Company for the financial year ended on that date.

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. that the annual financial statements have been prepared on a going concern basis.

5. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

6. that there are laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

Management Discussion and Analysis

The report on management discussion and analysis as per the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report as Annexure I.

Details in respect of frauds reported by Auditors

No fraud in or by the Company were noticed or reported by the auditors during the period under review.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Act

In compliance with the provisions of the Act and Listing Regulations, the Company extends financial assistance in the form of investment, loan and guarantees to its subsidiaries, from time to time in order to meet their business requirements. Particulars of loans, guarantees and investments are detailed in Notes to the financial statements provided in this Integrated Report. The Company is in the business of real estate development and accordingly is covered under the definition of ‘infrastructure facilities’ in terms of Section 186 read with Schedule VI of the Act.

Particulars of Contracts or Arrangements made with Related Parties

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Kindly refer the financial statements for the transactions with related parties entered during the year under review.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval. Considering the nature of transactions, the Board consider the same to be material transactions and at arm’s length basis and the same are presented in prescribed form AOC 2 which is the part of this Report.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.shraddhaprimeprojects.in.

Material changes and commitment, if any affecting financial position of the Company occurred between end of the financial year to which these financial statements relate and the date of the report

There are no material Changes and Commitments affecting the Financial Position of the Company from 1^st April, 2024 till the date of issue of this report.

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

(A) Conservation of Energy

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report

of Board of Directors) Rules is irrelevant/not applicable to the Company during the year under review, the same are not reported.

(B) Technology Absorption

Since no significant business has generated from manufacturing activities, the company will review technology absorption gradually upon achieving significant manufacturing activities.

(C) Foreign Exchange Earnings and Outgo

There was no Foreign Exchange income and outflow during the reporting financial year.

Deposits

During the financial year under review the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Internal control system and their adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

Directors & Key Managerial Personnels (KMPs)

In compliance with provisions of Section 152 of the Companies Act, 2013, Mr. Ramchandra Krishna Ralkar (DIN 02817292) and Mr. Santosh Sadashiv Samant (DIN 06586861), Directors of the Company retires by rotation at the ensuing AGM and being eligible, offers themselves for re-appointment. Appropriate resolution for aforesaid re-appointment is being placed for approval of the members at the ensuing AGM.

The Board has received declarations from the Independent Directors as per the requirement of Section 149(7) of the Companies Act, 2013 and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

Key Managerial Personnel:

In terms of Section 203 of the Act, the Board of Directors at its meeting held on 12^th August, 2024 have appointed Mr. Mehul Barvalia as Chief Executive Officer (KMP) of the Company in place of Mr. Vishal Salecha who resigned the position of Chief Executive Officer (KMP) of the Company with effect from 26^th June 2024.

Corporate Governance

The Company falls under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, pursuant to rights issue of Equity Shares dated 28^th July, 2023.

The report on Corporate Governance and the Certificate from Company Secretary in Practice regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report.

Committees of the BoardAudit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Kindly refer to the section on Corporate Governance, under the head, ‘Audit Committee’ for matters relating to constitution, meetings and functions of the Committee.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Kindly refer to the section on Corporate Governance, under the head, ‘Nomination and Remuneration Committee’ for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Other Board Committees

For details of other Board Committees’ viz. Stakeholders Relationship Committee and others, kindly refer to the section ‘Committees of the Board of Directors’ which forms part of the Corporate Governance Report.

Vigil Mechanism

In compliance with provisions of section 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations, your Company has adopted whistle blower policy for Directors and employees to report genuine concerns to the management of the Company. Detailed policy of the same is available at the registered office of the Company and also on the website of the Company.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on the website of the Company under “LODR Policies” Section.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Neeta Desai of ND & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the year 2023-2024.

The Report of the Secretarial Audit Report is annexed herewith as Annexure-II.

The comments mentioned in the report are self-explanatory and do not call for any further clarifications. The Board of Directors constantly endeavour to follow the applicable compliances in letter and in spirit.

Statutory Auditors

In the 30^th Annual General Meeting of the Company held on 28.09.2022, M/s. Vishwas & Associates, Mumbai (Firm Registration No. 143500W) Chartered Accountants, were appointed as statutory auditors of the Company for a block of 5 years to hold the Office until conclusion of 35^th Annual General Meeting for the financial year 2026-2027. However, due to some personal difficulties and professional pre-occupancy M/s. Vishwas & Associates, resigned from the Company as Statutory Auditor w.e.f. 25^th January, 2024.

The Company has appointed M/s A V H P & Company LLP, Chartered Accountants, Mumbai, Firm Registration No. W100671 with the Institute of Chartered Accountants of India (ICAI) having a Peer review Certificate issued by the Peer Review Board of ICAI, as Statutory Auditors of the Company w.e.f. 1^st February, 2024 to fill the casual vacancy caused by the resignation of M/s. VISHWAS & ASSOCIATES, Chartered Accountants, (Firm Registration No. 143500W) (the Statutory Auditors till 25.01.2024), for the current Financial Year 2023-24 with immediate effect to hold office till the conclusion of 32^nd Annual General Meeting to be held in the financial year 2024-25. The term of the Auditor is

upto the conclusion of the ensuing 37^th AGM. Further they have conveyed that they are not seeking the Re-appointment as a Statutory Auditors of the Company after the closure of the 32^nd AGM.

Hence, the Board proposed to appoint MONIKA JAIN & CO., Chartered Accountants, Mumbai, Firm Registration

No. 130708W as Statutory Auditor of the Company, to hold the office from the conclusion of 32nd Annual General Meeting, for a first term of 5 consecutive years till 37^th Annual General Meeting for the F. Y 2028-29.

The Report given by the Auditors on the Consolidated and Standalone financial statements for the year ended 31 March, 2024 of the Company is a part of the Annual Report. The notes to the accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Internal Audit

M/s Ashok Kumawat & Associates, Internal Auditor of the Company have resigned with effect from 3^rd April, 2024, hence pursuant to the provisions of Section 138 of the Companies Act 2013, Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any of the Companies Act, 2013. The Company has appointed M/s Milind Deshmukh & Associates as an Internal Auditor of the Company for the financial year 2023-24.

Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures needs to be made under the said section. Further, the detailed ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as “Annexure IV”to the Board’s Report.

Risk Management Policy

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy Risk, Liquidity Risk, and Systems Risk etc. The Company has in place adequate mitigation plans for the aforesaid risks.

Disclosures Under Section 134(3)(L) of The Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and the date of this report.

Corporate Social Responsibility

Provisions with respect to Corporate Social Responsibility initiative as mandated by Companies Act, 2013 is not applicable to the Company.

Particulars of transaction between the Company and Non-Executive Directors

During the year under review the company has not entered into any transaction with its Non-Executive Directors. Affirmation

The Company has complied with all the Applicable Secretarial Standards issued by Institute of Company Secretaries of India.

Maintenance of cost records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

To comply with the Regulation 3(5) of SEBI (PIT) Regulations, 2015, and to maintain structured digital database (SDD) containing the names of such persons or entities with whom Unpublished Price Sensitive Information (UPSI) is shared and intermediaries and fiduciaries who handle UPSI of the Company in the course of business operations, the Company has installed a SDD software on the server of the Company.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

Disclosure under sexual harassment of women at workplace:

During the reporting year, on account of expansion and growth of the Company, staff and contractual employees assigned, the Company has formulated a policy and has set up an internal complaints committee as per the provisions of prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the reporting period. No complaints or observations or red flags were brought to notice of this Committee till date. Disclosure of Orders Passed by Regulators or Courts or Tribunal

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations. No application is made and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one time settlement of the Company with any Bank or Financial Institution.

Statement Pursuant to Uniform Listing Agreement

The Company’s Equity shares are listed at Bombay Stock Exchange Limited. The Annual listing fee for the year 2024-25 has been paid.

Cash flow statement

The Cash flow statement for the year 2023-24 is part of Balance Sheet.

Fraud Reporting

No fraud has been reported during the audit conducted by Statutory Auditors and Secretarial Auditors of the Company. Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

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Mar 31, 2023

The Directors are pleased to present the 31^st Annual report of your Company together with the Standalone and Consolidated audited financial statement and the Auditors Report of your company for the financial year ended March 31,2023.

Financial Highlights:

The Financial performance of the Company during the F.Y. 2022-2023 is as under:

(Amount in Lacs)
Particulars	March 31, 2023	March 31, 2023	March 31, 2022
	(Consolidated)	(Standalone)	(Standalone)
Revenues from Operation	859.22	0.00	6.97
Other Income	3.03	3.00	6.23
Total Income	862.25	3.00	13.20
Expenses	780.21	89.72	44.14
Profit / (Loss) Before Income Tax and exceptional item	80.50	(88.26)	(30.94)
Net Profit /(loss)	50.58	(65.31)	(30.94)

Company’s Affairs:

Shraddha Prime Projects Limited is a BSE Listed Company. The Company is engaged in the business of real estate activities which involves developing, leasing, constructing, reconstructing etc of various residential projects in India. The operations for the year under review shows a profit of Rs. 50,57,770/-.

During the year under review your Company has entered into Partnership agreements with Shree Krishna Rahul Developers, Padhmagriha Heights and Shree Mangesh Constructions to take over the projects and the Company has also executed registered Development Agreements with them for the various projects.

Your Directors are hopeful of achieving growth in revised business line in coming years.

Rights Issue:

The Board of Directors of your Company at their meeting dated 11th October, 2022 approved the issuance of equity shares by way of rights issue to the existing shareholders of the Company as on the record date. In accordance with the applicable SEBI Regulations and other applicable laws of the “Rights Issue” the company at its meeting held on 13th March, 2023, considered and approved Draft Letter of Offer (DLOF), terms of issue and other allied as well as ancillary matters. Allotment of the rights shares were done on 28.07.2023 and the company received trading permission w e f . 02.08.2023.

Change in Nature of Business

There is no change in the Nature of Business during the year under review.

Change in Registered Office of the Company

The Company’s registered office has been shifted from State of Gujarat to State of Maharashtra vide approval of Regional Director’s order effective from 20th October 2022.

Share Capital

A) Authorised Capital: The authorized share capital of the Company is Rs. 30,00,00,000/- (Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Ten Rupees Only) each.

B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 4,55,48,000/-.

C) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2022-2023.

D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2022-2023.

E) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2022-2023.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review your Company has entered into Partnership agreements with Shree Krishna Rahul Developers, Padhmagriha Heights and Shree Mangesh Constructions and hence are treated as subsidiaries and figures are consolidated.

Weblink for annual return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the Annual Return is available on the website of the Company at www.shraddhaprimeprojects.in

Number of Meetings of the Board

The Board of Directors duly met 13 times during the Financial Year 2022-23 in compliance of applicable provisions of Companies Act, 2013.

Independent Directors and their Meeting

Your Company received annual declarations from all Independent Directors of the Company, confirming that they meet the criteria of ‘independence’ provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. There was no change in the circumstances, which could affect their status as Independent Director during the financial year.

The Independent Directors met on 14^th February, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, took into account the views of Executive Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of information flow between the Company’s management and the Board necessary for the Board to effectively perform their duties.

Board Evaluation

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors evaluated the performance of Non-Independent Directors and Chairperson of the Company after considering the views of the Executive and NonExecutive Directors, the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board.

The Nomination and Remuneration Committee evaluated the performance of every Director. The Board of Directors adopted a formal mechanism for the evaluation of its performance as well as that of its committees and Individual Directors, including the Chairman of the Board.

The Independent Directors were regularly updated on the industry and market trends, project undertaken and the operational performance of the Company through presentations.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 (the “Act”):

1. that in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies, as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the annual financial statements have been prepared on a going concern basis;

5. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Management Discussion and Analysis

The report on management discussion and analysis as per the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report as Annexure I.

Details in respect of frauds reported by Auditors

No fraud in or by the Company were noticed or reported by the auditors during the period under review.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Act

The Company has not made any loans and investments but has provided guarantee after complying with the procedure under the Companies Act, 2013.

Particulars of Contracts or Arrangements made with related parties

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. Considering the nature of transactions, the Board doesn’t consider the same to be material transactions and hence the same are not presented in prescribed form AOC 2.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.shraddhaprimeproiects.in.

Transfer to reserves

The Company has not transferred any amount to the general reserves.

Dividend

During the year under review, the Company has not declared any Dividend.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Education and Protection Fund.

Material changes and commitment, if any affecting financial position of the Company occurred between end of the financial year to which these financial statements relate and the date of the report

There are no material changes and commitments affecting the Financial Position of the Company from 1st April, 2022 till the date of issue of this report.

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

(A) Conservation of Energy

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the Company during the year under review, the same are not reported.

(B) Technology Absorption

Since no significant business has been generated from manufacturing activities, the company will review technology absorption gradually upon achieving significant manufacturing activities.

(C) Foreign Exchange Earnings and Outgo

There was no Foreign Exchange income and outflow during the reporting financial year.

Deposits

During the financial year under review the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Internal control system and their adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

Directors & KMPs

Following changes have taken place during the financial year 2022-23:

Appointments during the year:

Mr. Ramchandra Ralkar has been appointed as Director of the Company w.e.f. 14^thApril, 2022.

Mr. Dhruv Mehta has been appointed as Chief Financial Officer (CFO) w.e.f. 14^thApril, 2022.

Mrs. Neha Chhatbar has been appointed as Company Secretary & Compliance Officer w.e.f 01^st June, 2022.

Mr. Vishal Salecha has been appointed as Chief Executive Officer (CEO) w.e.f. 8^thMarch, 2023.

Resignation during the year:

Mrs. Krati Patel resigned as a Company Secretary & Compliance Officer w.e.f 01^st June, 2022.

Mr. Surendra Shah resigned as an Independent Director of the Company w.e.f. 12^thSeptember, 2022.

Mr. Rajesh Balu Mehta resigned as a Director of the Company w.e.f. 8^th March, 2023.

Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to voluntarily maintain the highest standards of corporate practices as set out by SEBI as good Corporate Governance, forms integral part of this Annual Report.

Committees of the Board

The Board of Directors had re-formed the following Committees w.e.f 14^th April 2022:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Name of the Members	Designation in Company	Designation in Committee
Audit Committee
Ms. Shivangi Datta	Non-Executive Independent Director	Chairperson
Mr. Rohit Agarwal	Non-Executive Independent Director	Member
Ms. Nimisha Soni	Non-Executive Independent Director	Member
Nomination & Remuneration Committee
Ms. Shivangi Datta	Non-Executive Independent Director	Chairperson
Mr. Rohit Agarwal	Non-Executive Independent Director	Member
Ms. Nimisha Soni	Non-Executive Independent Director	Member
Stakeholders Relationship Committee
Mr. Ramchandra Ralkar	Non-Executive Director	Chairman
Mr. Rohit Agarwal	Non-Executive Independent Director	Member
Ms. Nimisha Soni	Non-Executive Independent Director	Member

Vigil Mechanism

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. Audit Committee is responsible for overviewing the vigil mechanism and its implementation. Detailed policy of the same is available at the registered office of the Company and also on the website of the Company.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on the website of the Company under “LODR Policies” Section.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Neeta Desai of ND & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the year 2022-2023.

The Report of the Secretarial Audit Report is annexed herewith as Annexure-II.

The comments mentioned in the report are self-explanatory and do not call for any further clarifications. The Board of Directors constantly endeavour to follow the applicable compliances in letter and in spirit.

Statutory Auditors

In the last Annual General Meeting of the Company held on 28.09.2022, M/s. Vishwas & Associates, Mumbai (Firm Registration No. 143500W) Chartered Accountants, were appointed as a statutory auditors of the Company for a block of 5 years to hold the Office until conclusion of 35^th Annual General Meeting. As required, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by the Auditors on the financial statements year ended 31 March 2023 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors" Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures needs to be made under the said section. Further, the detailed ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as “Annexure IV” to the Board’s Report.

Risk Management Policy

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy Risk, Liquidity Risk, and Systems Risk etc. The Company has in place adequate mitigation plans for the aforesaid risks.

Corporate Social Responsibility

Provisions with respect to Corporate Social Responsibility initiative as mandated by Companies Act, 2013 is not applicable to the Company.

Particulars of transaction between the Company and Non-Executive Directors

During the year under review the company has not entered into any transaction with its Non-Executive Directors except for payment of sitting fees as mentioned in notes to accounts.

Affirmation

The Company has complied with all the Applicable Secretarial Standards issued by Institute of Company Secretaries of India.

Maintenance of cost records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

To comply with the Regulation 3(5) of SEBI (PIT) Regulations, 2015, and to maintain structured digital database (SDD) containing the names of such persons or entities with whom Unpublished Price Sensitive Information (UPSI) is shared and intermediaries and fiduciaries who handle UPSI of the Company in the course of business operations, the Company has installed a SDD software on the server of the Company.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

Disclosure under sexual harassment of women at workplace:

During the reporting year, on account of expansion and growth of the Company, staff and contractual employees assigned, the Company has formulated a policy and has set up an internal complaints committee as per the provisions of prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the reporting period. No complaints or observations or red flags were brought to notice of this Committee till date.

Statement Pursuant to Uniform Listing Agreement

The Company’s Equity shares are listed at Bombay Stock Exchange Limited. The Annual listing fee for the year 2023-24 has been paid.

Cash flow statement

The Cash flow statement for the year 2022-23 is part of Balance Sheet.

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report together with audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS : (Amount in Rs.)

Particulars 31-03-2014 31-03-2013

Total Income 4157938 3503929

Depreciation 254648 254515

Profit (Loss) Before Tax (466155) (621261)

Provision for Tax -- --

Profit (Loss) after Tax (466155) (621261)

OPERATIONS AND FUTURE PLANS :

The operations for the year under review shows a loss of Rs. 466155

During the year under review, the manufacturing sales have not been much improved. This is mainly attributed to overall economic slowdown in the Country.

Your directors are hopeful of achieving a steady growth in sales and job work activity and resultant net margin in the years to follow.

DIVIDEND :

In view of the accumulated losses, management does not propose any dividend for the year 2013- 2014

PREFERENTIAL ALLOTMENT OF EQUITY SHARES

The Company has allotted 800000 Equity Shares at a price of Rs 10/- per share by way of preferential allotment to Promoters and Others in accordance with the preferential issue guidelines contained in SEBI (ICDR) Regulations, 2009.

DIRECTORS :

Shri G.C. Agarwala retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Hashmukhbhai Patel and Shri Heeralal Barot has joined the Board with effect from 28th July, 2014 as Additional Directors of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Shri Hashmukhbhai Patel and Shri Heeralal Barot will hold the office up to the date of ensuing AGM. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from members proposing the candidature of Shri Hashmukhbhai Patel and Shri Heeralal Barot for their appointment as Independent Directors.

The Board recommends re-appointments / appointments of all the above Directors.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchange.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

Shri Anil Gupta, the Independent Director of the Company has resigned from the Board with effect from 14th July, 2014 and Shri Madhududan Agarwal has resigned as Independent Director of the Company with effect from 16th July, 2014.

The Board accepted their resignations and place on record their appreciation for the valuable guidance and advice provided by Shri Anil Gupta and Shri Madhusudan Agarwal during their tenure as Directors of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956 and, based upon representations from the management, the Board, to the best of its knowledge and belief, confirms that :

a) that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanations relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

d) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE :

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Anneture "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS :

The securities of your company are listed at Bombay Stock Exchange Ltd. The Annual Listing Fee for the year 2014-2015 has beeen paid to the Bombay Stock Exchange Ltd.

BUY-BACK OF SHARES :

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS :

M/s BHAVAN PATEL & COMPANY, (Firm Registration No. 101362W) Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

STATUTORY COMPLIANCE :

The Company has Complied with the various provisions of the Companies Act, 1956, the SEBI regulations and provisions of the Listing Agreement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNING AND OUTGO :

1. Earnings in Foreign Exchange NIL

2. Expenditure in Foreign Currency NIL

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to unsure that the plans are successfully implemented.

place : Vadodara By order of the Board,

Date : 12-08-2014 For Towa Sokki Limited

Sd/-

O. J. Bansal

Chairman & Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 21st Annual Report together with audited statement of accounts for the year ended 31st March, 2013.

WORKING RESULTS : (Amount in Rs.)

"Particulars 31-03-2013 31-03-2012

Total Income 3503929 19028005

Depreciation 254515 256602

Profit (Loss) Before Tax (621261) 202116

Provision for Tax

Profit (Loss) after Tax (621261) 202116

OPERATIONS AND FUTURE PLANS :

The operations for the year under review shows a loss of Rs. 621261

The Directors feel that having addressed the issue of clearing the debts, it is an appropriate time to start planning for the future. It is the sincere intention of the Directors to bring value to the Shareholders but the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good and viable opportunities where some value and synergies can be perceived. It is our Objective that we commence more activities in 2013-2014 and consolidate in 2014-2015 onwards.

DIVIDEND:

In view of the accumulated losses, management does not propose any dividend for the year 2012- 2013

DIRECTORS :

Smt. S. O. Bansal and Shri Anil Gupta retire at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Your Directors State:

a) that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanations relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

DAMAGE OF RECORDS :

Because of heavy rain and due to water logging, some of the important records like old share transfer forms, old account books and other old administrative records have been damaged. However, no major material losses have been incurred because of the rain.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Anneture "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay Stock Exchange Ltd. The Annual Listing Fee for the year 2013-14 has beeen paid to the Bombay Stock Exchange Ltd.

BUY-BACK OF SHARES :

There was no buy-back of shares during the year under review. PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS :

M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNING AND OUTGO :

1. Earnings in Foreign Exchange NIL

2. Expenditure in Foreign Currency NIL

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to unsure that the plans are successfully implemented.

Place : Vadodara By order of the Board

Date : 26-08-2013 For Towa Sokki Limited

Sd/-

O. J. Bansal

Chairman & Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 19th Annual Report together with audited statement of accounts for the year ended 31st March, 2011.

WORKING RESULTS: (Amount in Rs.)

Particulars 31-03-2011 31-03-2010

Total Income 14865584 1735703

Depreciation 260482 239931

Profit (Loss) Before Tax 579378 37064

Provision for Tax -- --

Profit (Loss) after Tax 579378 37064

OPERATIONS AND FUTURE PLANS:

The operations for the year under review shows a profit of Rs. 579378

For the past few years the company was in the process of gradually liquidating all debts with Bank. Your Directors are glad to report that the Company has closed all Bank loan. The Directors feel that having addressed the issue of clearing the debts, it is an appropriate time to start planning for the future. It is the sincere intention of the Directors to bring value to the Shareholders but the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good and viable opportunities where some value and synergies can be perceived. It is our Objective that we commence more activities in 2011-2012 and consolidate in 2012-2013. We would like to see that the Company is en route to generate a healthy top line and bottom line from 2013-2014 onwards.

DIVIDEND:

The Company has generated profits but in view of the accumulated losses, management does not propose any dividend for the year 2010-2011

DIRECTORS:

Smt. S.O. Bansal and Shri Anil Gupta retire at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Your Directors State :

a) that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanations relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

d) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay, Vadodara, Ahmedabad, Jaipur and Madras Stock Exchanges. Annual Listing Fee for the year 2011-12 has beeen paid to the exchanges.

BUY-BACKOFSHARES:

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS

M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to unsure that the plans are successfully implemented.

Place : Vadodara

Date : 23-08-2011 For TOWASOKKI LIMITED

O. J. Bansal

Managing Director

---

Mar 31, 2010

Dear Shareholders,

The Directors have pleasure in presenting the 18th Annual Report together with audited statement of accounts for the year ended 31st March, 2010.

WORKING RESULTS : (Amount in Rs.)

Particulars 31-03-2010 31-03-2009

Total Income 1735703 1987392

Depreciation 239931 191293

Profit (Loss) Before Tax 37064 (1600246)

Provision for Tax (FBT) - 20060

Profit (Loss) after Tax 37064 (1620306)

OPERATIONS AND FUTURE PLANS :

The operations for the year under review shows a profit of Rs. 37064

For the past three years the company was in the process of gradually liquidating all debts with Bank. Your Directors are glad to report that the Company has closed all Bank loan. The Directors feel that having addressed the issue of clearing the debts, it is an appropriate time to start planning for the future. It is the sincere intention of the Directors to bring value to the Shareholders but the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good and viable opportunities where some value and synergies can he perceived. It is our Objective that we commence more activities in 2010-11 and consolidate in 2011-12. We would like to see that the Company is enroute to generate a healthy top line and bottom line from 2012-13 onwards.

DIVIDEND :

The Company has generated profits but in view of the accumulated losses, management does not propose any dividend for the year 2009-10.

DIRECTORS :

Shri G. C. Agarwala and Shri M.S. Agarwal retire at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment. Shri Anil Gupta was appointed as additional director of the Company on 20-8-2010 and hold office till the date of Annual General Meeting. Notice is received for his re-appointment at the Annual General Meeting. Shri RS. Patel resigned from the Board with effect from 20-8-2010.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Your Directors State :

a) that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanations relating to material departures;

b) that the Directors had selected such accounting policies and applied the mconsistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

d) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Anneture "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS :

The securities of your company are listed at Bombay, Vadodara, Ahmedabad, Jaipur and Madras Exchanges. Trading in company's securities remain suspended at Stock Exchanges for various reason* including non submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange.

BUY-BACK OF SHARES :

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particuars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS

M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. ... However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during 'the year under review, the same are not reported.

FOREIGN EXCHANGE EARNING AND OUTGO :

1. Earnings in Foreign Exchange NIL

2. Expenditure in Foreign Currency

Imports of Raw Materials, Spares and Components Rs. 174226

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation anc support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward tc your continued support and reiterate that we are determined to unsure ihat the plans are successfully implemented.

For TOWA SOKKI LIMITED O. J. Bansal Managing Director

Place: Vadodara Date : 20-08-2010