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 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 years 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.

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. 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 amounttoreservesoutoftheprofits financialyear 2023-24. earnedduring

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,

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 Companys website 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 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 year duringthe financial .

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 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, 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 corporate governance practices, role and effectiveness of the Committees and effective 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 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 arms length basis and were in the ordinary course of business. There were no materially significant related 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 to be material transactions and at arms 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. position of the Company occurred between end of Materialchangesandcommitment,ifanyaffecting financial 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^th 26 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 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

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 35th 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 theAuditors 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 thefinancialyear are enclosed as "Annexure IV"to the Boards 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 Companys 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 commitmentswhichcouldaffectthe Companys 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 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 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 material orders passed by the Regulators/ Courts which would impact the going concern status Thereare nosignificant 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 Companys 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 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: 12.08.2024	(Formerly known as Towa Sokki Limited)
	Sudhir Mehta
	Managing Director
	(DIN 02215452)