Shraddha Prime Projects Ltd Directors Report

To,

The Members of

Shraddha Prime Projects Limited (Formerly – Towa Sokki Limited)

Your Directors are pleased to present the 33rd 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 financialyear ended March 31, 2025 as compared to the previous financial below: yearis summarized

(Rs. in Lakhs)

	STANDALONE		CONSOLIDATED
Particulars	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 years 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 Companys 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 30th 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 Companys 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, 16th 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, 16th 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 14th 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 31st 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 for the year ended 31st March, 2025 is attached to the financial statements hereto in Form AOC - 1

The Company has formulated a policy for determining ‘material subsidiaries and such policy is disclosed on Companys website at https://shraddhaprimeprojects.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://shraddhaprimeprojects.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, confirmingthat 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 statements.

The Independent Directors met on 14th 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,quantityandtimelinessof informationflow between the Companys 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 maintenanceofconfidentialityand 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 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 arms length basis and were in the ordinary course of business. There were nomateriallysignificantrelated party transactions with the Companys 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 arms 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://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 from1 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 year under Duringthefinancial 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 therearenosignificantmaterial 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 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 Companys 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 Companys 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 Directorstoeffectivelymanage the Companys 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

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 Companys 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. 12th 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. 20th June 2024.

Corporate Governance

The report on Corporate Governanceandthecertificatefrom 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.shraddhaprimeprojects.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 Boards 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 fiveconsecutive years, with members 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 firms capability to handle a diverse and complex business environment, its existing experience in the Companys 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 32nd 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 32nd Annual General Meeting, for a first term of 5 consecutive years till 37th 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 31st March, 2025 of the Company forms an integral 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 theAuditors 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 Boards 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://shraddhaprimeprojects.in/, under "LODR Policies" Section.

Further the details of CSR projects are also posted on the website at the link: https://shraddhaprimeprojects.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 Companys 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 intermediariesandfiduciarieswho 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 Companys 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 Companys 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)