To,
The Members,
Shri Krishna Prasadam Limited
The Directors present this 17th Annual Report of Shri Krishna Prasadam Limited ("the Company/SKPL") on the business, operations and state of affairs of the Company together with the audited financial statements for the financial year ended on March 31, 2026.
1. FINANCIAL SUMMARY:
The highlights of the Companys financial performance for the Financial Year ended on March 31, 2026, are summarized below:
| Particulars | FY 2025-26 | FY 2024-25 |
| (Rs. In Lakhs) | (Rs. in Lakhs) | |
| Total Income from Operations | 21.58 | - |
| Total Expenses | 24.24 | 1,275.59 |
| Net Profit/(Loss) for the period before tax | (2.66) | (1,275.59) |
| Net Profit/(Loss) for the period after tax | - | - |
| Net Profit/(Loss) for the period | (2.72) | (1,275.41) |
| Paid-up Equity Share Capital | 201.60 | 1010.00 |
| Outstanding Debt | 46.99 | 6.47 |
| Earnings per share (Basic/Diluted) | (0.07) | (12.63) |
2. OPERATIONS & STATE OF COMPANYS AFFAIRS:
During the period under review, total revenue of the Company for the year was Rs. 21.58 lakhs as against Nil in the previous year.
3. DIVIDEND:
Your board has not declared any dividend for the financial year ended March 31, 2026, and consequently there are no amounts to be transferred to the reserve.
4. TRANSFER TO RESERVES:
The Company has transferred the loss amount of Rs. 2.72 Lacs to Reserves for the period under review.
5. SHARE CAPITAL:
At the end of the Financial Year 2026 the capital of the Company is as follows:
i. Total Authorized Capital: INR 10,10,00,000
ii. Total Paid up Equity Share Capital: INR 2,01,60,000A
iii. Promoter Shareholding: 94.99% Public: 5.01% as on March 31, 2026
A
The Companys erstwhile ISININE009Q01019 has been suspended, pursuant to the implementation of the capital reduction and consolidation of equity shares. Upon giving effect to the said corporate actions, a newTemporary ISIN, INE009Q01027, has been allotted and is now the active ISIN for the Companys equity shares. On June 17, 2025 the company has entered into the two corporate actions pursuant to the Resolution Plan approved by the Honble NCLT. The details are as follows
1. Reduction of Capital by way of reduction in face value and consolidation of no. of equity shares of the company. Reduction of the capital of existing shareholders through reduction in face value of equity shares. The face value of existing Equity Shares shall be reduced from Rs.10 per share to Re.0.10 per share with number of shares issued remaining at same level after the effective date. This would result in issued and paid up capital with 10100000 Equity shares of Re. 0.10 each with voting rights and aggregate paid up capital of Rs.1010000. After reduction of face value of the existing shares to Re.0.10 per share the face value of shares will be consolidated to Rs.10 per share which would result in reduction of the quantity of shares held by existing shareholders by 1 upon 100th of the existing quantity i.e. the shares of existing shareholders holding 10100000 Equity Shares will reduce to 101000 Equity Shares. Hence the paid-up share capital of the company will be 101000 Equity Shares of Rs.10 each aggregating to paid up capital of Rs. 1010000. We would like to inform you that the corporate action of 96,408 no. of equity shares has been successfully completed. However, 4,592 no. of shares are pending due to procedural reasons, which will be completed soon.
2. Issue and Allotment of Equity Shares to the Resolution Applicant. Issue and allot 19,15,000 equity shares at the face value i.e. INR10 each at an issue price of INR10 each by way of a preferential issue in accordance with the terms of the Resolution Plan as set out therein to the promoter i.e. Newage Intermediaries LLP maintain the minimum public shareholding below 95 of total shareholding of the company. This corporate action is under process, once the corporate action of capital reduction . Further, Newage Intermediaries LLP currently holds 2 equity shares (after consolidation) that were acquired pursuant to the exit offer made by the Company in July 2023. These shares are presently held under an escrow account and are classified under the public shareholder category. These 2 equity shares will thereafter be transferred from the escrow account to the promoter demat account of Newage Intermediaries LLP and will be reclassified from the public shareholder category to the promoter category.
6. SUBSIDIARY, JOINT VENTURE AND ASSOCIATES COMPANIES
The Company has no subsidiary, associate or joint venture Company during the financial year and as on March 31, 2026.
7. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India (the SEBI). The report on Corporate Governance as prescribed in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (SEBI Listing Regulations) forms an integral part of this Annual Report as Annexure- A.
8. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2026 will be filed according to the timeline prescribed and will be available once it is filed with the Registrar of Companies.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2026, the Company has 5 (five) directors out of which 2 (two) are executive directors, 1 (one) is non-independent non-executive director and 2 (two) independent directors (including one-woman independent director)
Changes during FY 2025-26
1. Mr. Krishnveer Chaudhary was appointed as Additional Executive director on 14.02.2026.
2. Ms. Garvita Gaba was appointed as the Company Secretary and Compliance offer of the Company w.e.f 19.09.2025, she resigned w.e.f. 16.02.2026.
3. Mr Sourabh Kumar Sharma, Company Secretary and Compliance offer of the Company resigned w.e.f 25.05.2025.
Changes from 31st March 2026 till the date of this Annual Report
1. Mr. Krishnveer Chaudhary has resigned on 01.04.2026.
2. Appointment of Mr. Parmod Chand Joshi, as Additional Executive Director w.e.f. 08.04.2026 till 06.07.2026 (resignation date).
3. Re-appointment of Mr. Parmod Chand Joshi as Additional Executive Director on 14.07.2026 and further Re-designated as Whole-Time Director, at Board Meeting held on 07.08.2026.
4. Appointment of Mrs. Gurjeet Kaur as Compliance Officer and Company Secretary w.e.f. 08.04.2026.
10. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:
A calendar of board meetings and committee meetings was prepared and circulated to all the directors of your Company. The directors of your Company met 11 (Eleven) times during the Financial Year 2025-2026. The details of these Meetings are provided in the Corporate Governance Section of the Annual Report. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.
11. BOARD COMMITTEES:
The Board has constituted various committees in compliance with the provisions of the Companies Act 2013 and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee (NRC), Stakeholders Relationship Committee. The Company was not required to constitute Risk Management Committee and Corporate Social Responsibility Committee during the Financial Year 2025 - 2026.
All decisions pertaining to the constitution of committees, appointment of members and fixing of terms of reference/role of the committees are taken by the Board.
The details of the role and composition of these committees, including the number of meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report as Annexure-A.
12. PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the NRC, independent director and all individual directors has carried out an annual evaluation of its own performance, performance of the independent directors and the working of its committees based on the evaluation criteria specified by nomination and remuneration committee for performance evaluation process of the board, its committees and directors.
The boards functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.
The committees of the board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The directors were evaluated on aspects such as attendance, contribution at board/ committee meetings and guidance/support to the management outside board/committee Meetings.
13. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, duties, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters. The details of number of programs and number of hours spent by each of the Independent Directors during the Financial Year 20252026 and on the cumulative basis, in terms of the requirements of the SEBI Listing Regulations are posted on the website of the Company and can be accessed at https://shrikrishnaprasadam.in/policies-2/.
14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR
The Company has received a declaration from the independent directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1) (b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re- appointment as independent directors on the board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014.
15. INDEPENDENT DIRECTORS MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of NonIndependent Directors and Members of Management.
During the year under review, Independent Directors met separately on May 31, 2025, inter-alia, for
i. Evaluation of performance of Non- Independent Directors and the Board of Directors of the Company as a whole.
ii. Evaluation of performance of the Chairman of the Company, taking into views of Executive and NonExecutive Directors; and
iii. Evaluation of the quality, content, and timelines of flow of information between the Management and the Board is necessary for the Board to effectively and reasonably perform its duties.
16. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEE
The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee.
The said Policy is available on the Companys website and can be accessed by web link https://shrikrishnaprasadam.in/policies-2/.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
During the financial year 2025-2026, the Company has not given loans, guarantees/surety or investment as described under Section 186 of the Companies Act, 2013.
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company promotes ethical behaviour in all its business activities and has put in place a vigil mechanism for Directors, Employees and other person dealing with the Company for reporting illegal or unethical behaviour, actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides adequate safeguards against victimization of Directors, employees or other persons who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The said Policy is available on the Companys website and can be accessed by web link https://shrikrishnaprasadam.in/policies-2/.
19. RELATED PARTY TRANSACTIONS AND POLICY
The related party transactions attracting compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations. All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
The Related Party Transactions Policy in line with the requirements of the Act and Regulation 23 of the SEBI Listing Regulations is available on the Company website and can be accessed by web link https://shrikrishnaprasadam.in/policies-2/.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators or Courts or Tribunals during the Financial Year 2025-2026. Our Company has received the Listing Approval for the Capital Reduction and Consolidation of Shares along with the Preferential Allotment as per the Resolution Plan approved by the Honble NCLT.
21. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT OR /CHANGE IN THE NATURE OF THE BUSINESS:
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.
22. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Act, the Directors confirm that;
i) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;
ii) appropriate accounting policies have been selected and applied consistently, and such judgments 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 of March 31, 2026, and of the profit of the Company for the year ended on that date;
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a "going concern" basis;
v) proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;
vi) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.
Our Auditors have opined that the Company has in all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effective.
23. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Barwal & Associates, Charted Accountants (Firm Registration No. 022378N) were appointed as Statutory Auditors of the Company for a 1 (one) year starting effective from 16th Annual General Meeting until the conclusion of 17th Annual General Meeting of the Company. As required under Section 139 of the Companies Act, 2013, the Company has obtained certificate from them to the effect that their continued appointment would be in accordance with the condition prescribed under the Companies Act 2013 and the Rules made thereunder, as may be applicable.
M/s. Barwal & Associates, Charted Accountants, statutory auditor has issued auditors report which is unmodified and self-explanatory, it does not contain any qualification, reservation or adverse remark.
24. REPORTING OF FRAUD
There was no instance of fraud during the year 2025-2026, which required the statutory auditors to report under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.
25. APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2013
During the period under review the Company has neither made any applications nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016. However, the company is in the revival phase and the implementation of the Resolution Plan approved by the Honble NCLT, New Delhi.
26. SECRETARIAL AUDIT AND REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Amit H.V. & Associates (Peer Reviewed No.: 2445/2022), Company Secretaries to undertake the secretarial audit of the Company for FY 2025-26 to FY 2029-30 (both years inclusive) (5-year term) and the same was conducted by them in accordance with the provisions of Section 204 of the Act. The secretarial auditors report for the financial year 2025-26 is attached to this annual report as Annexure- B.
27. SECRETARIAL STANDARDS
The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND INTERNAL COMPLAINT COMMITTEE (ICC)
The Company has in place a policy on prevention of sexual harassment, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the Financial Year 2025-2026, no complaint of sexual harassment was received by the Company details/particulars for the same are as follows:
| Particulars | Number of Complaints |
| No. of Complaints Pending at the Beginning of the Year | 0 |
| No. of Complaints Received and Resolved during the Year | 0 |
| No. of Complaints Pending at the End of the Year | 0 |
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities.
The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.
31. BUSINESS RISK MANAGEMENT:
Since the Company does not have large scale and significant business activities, hence the Business Risk is at the Minimal Level as of now.
32. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, our company has only managerial personnel and the directors of the company. The details of the remuneration paid to directors are provided in the Financial Statement please refer the financial statements for further details.
33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report except as disclosed in the Board Report.
34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company was not part of the top 1,000 listed companies as per the market capitalization as on March 31, 2026, and during the Financial Year 2025-2026 the Company was not required to prepare and submit Business Responsibility and Sustainability Report.
35. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year Financial Year 2025-2026 as stipulated under the SEBI Listing Regulations has annexed to this report.
36. DIVIDEND DISTRIBUTION POLICY
No dividend has been declared by the Company. The Dividend Policy of the Company is available on the Company website and can be accessed by web link https://shrikrishnaprasadam.in/policies-2/.
37. ACKNOWLEDGEMENT AND APPRECIATION
Your directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, financial institutions, banks, central and state governments, the Companys valued investors and all other business partners, for their continued co-operation and support extended during the year 2025-2026.
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