Shri Krishna Prasadam Ltd Directors Report

Dear Members,

The financial summary of Shri Krishna Prasadam Limited:-

Sr. No. Particular	Year Ended
	March 31, 2025	March 31, 2024
	Audited	Audited
1. Total Income from Operations	0.00	0.00
2. Net Profit/(Loss) for the period before tax	(1275.59)	(1.36)
3. Net Profit/(Loss) for the period after tax	(1275.41)	(1.36)
4. Net Profit/(Loss) for the period	(1275.41)	(1.36)
5. Paid-up Equity Share Capital	1010.00	1010.00
7. Outstanding Debt	6.47	98.74
8. Earnings per share (Basic/Diluted)	(12.63)	(0.01)

DIVIDEND:

Your directors have not declared any dividend during the year under review due to loss incurred.

TRANSFER TO RESERVES:

The Company has transferred the loss amount of Rs. 1275.41 Lacs to Reserves for the period under review.

LISTING INFORMATION

The Company Shares are listed as follows:

Name of Stock Exchanges	Stock Code/Symbol
Bombay Stock Exchange Limited (BSE) Phiroze	SCRIP CODE: 537954
Jeejeebhoy Towers,
Dalal Street, Mumbai- 400001

SHARE CAPITAL:

The issued, subscribed and paid up capital of the Company is Rs. 101000000/- divided into 10100000 equity shares of Rs. 10/- each. There has been no change in the share capital of the Company during the year.

During the financial year 2024-25, the company has given the exit offer to the shareholder pursuant to resolution plan approved by the Hon?able NCLT

However, after the closure of financial year 2025, the following corporate actions has been taken place consequent to which the issued, subscribed and paid up capital of the company is Rs. 2,01,60,000/- divided into 20,16,000 equity shares.

1. Reduction of Share Capital through reduction in Face Value of the 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 paidup capital with 1,01,00,000 Equity shares of Re. 0.10 each with voting rights and aggregate paid up capital of Rs.10,10,000/-;

2. Consolidation of Face value of the shares: 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 1/100 th of the existing quantity i.e. the shares of existing shareholders holding 1,01,00,000 Equity Shares will reduce to 1,01,000 Equity Shares. Hence the paid-up share capital of the company will be 1,01,000 Equity Shares of Rs.10 each aggregating to paid up capital of Rs. 10,10,000/-.

3. Allotment of 19,15,000 Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at par, aggregating up to Rs. 1,91,50,000/- (One Crore Ninety-One Lakh Fifty Thousand only) against consideration of funds infused pursuant to the Resolution Applicant i.e. Newage Intermediaries LLP through the Preferential issue basis as per the approved Resolution Plan dated August 1, 2023.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Disclosures related to Subsidiary, Associate & Joint Venture Company for Financial Year 2024-25

Company does not have any Subsidiary, Associate and Joint Venture Company.

There was no Company become or ceased to Subsidiary, Associate, JVs Company during the year.

Performance & financial position of the Subsidiary, Associate and Joint Venture company/ies are not to be given because such Companies are not exist.

DIRECTORS RESPONSIBILITY STATEMENT

As required by section 134 (3) (c) of Companies Act 2013.Your Directors state that:

A. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

B. the Directors have 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

C. the Directors have taken proper and sufficient care 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;

D. the Directors have prepared the annual accounts on a ‘going concern? basis;

E. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

F. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIALS ORDER PASSED BY THE REGULATORS, COURTS, TRIBUNAL

No significant and material order has been passed by the regulator, courts, tribunals impacting the going concern status and Companies operations in future.

CORPORATE SOCIAL RESPONSIBILTY

Provisions of Corporate Social Responsibility pursuant to the provisions of the section 135 of the Companies Act 2013 is not applicable on our company.

RISK MANAGEMENT

Risk management is the process of identification, assessment, and prioritization, of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive risk assessments and minimization procedure which is reviewed by the audit committee and approved by Board.

RELATED PARTY TRANSACTIONS:

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has an optimum mix of Non-Executive and Independent Directors including Woman Director. All the members of the Board are competent and are persons of repute with strength of character, professional eminence, having the expertise in their respective disciplines to deal with the management functions of the company.

The composition of the Board of Directors as on date of this report:

S. No. Name of Director	DIN	Date of Appointment	Designation
1 Suryakant Gupta	06606258	26/09/2023	Independent Director
2 Ekta Sharma	08772631	26/09/2023	Independent Director
3 Shubham Agarwal	07228629	25/09/2023	Managing Director
4 Hitesh Sharma	10649130	30/12/2024	Non-Executive - Nominee Director

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:- Mr. Shubham Agarwal:- Managing Director (DIN: 07228629)

Mr. Shivshankar Gadekar:- Chief Financial Officer

On 25^th May, 2025, Mr. Saurabh Kumar Sharma, has resigned from the post of Company Secretary and Compliance Officer. Your company is in the process of finalisation of a good candidate for the post of

Company Secretary and Compliance Officer for our company. We will duly inform to you once we appoint any good candidate.

NUMBER OF BOARD MEETINGS OF BOARD OF DIRECTORS.

The Board of Directors duly met six times during the financial year 2024-25 for which proper notices were given and the proceedings were properly recorded in the Minutes Book maintained for the purpose:

1^st Board Meeting 07.06.2024 2^nd Board Meeting -15.06.2024 3^rd Board Meeting- 09.09.2024 4^th Board Meeting- 02.12.2024 5^th Board Meeting- 22.01.2025

6^th Board Meeting 31.03.2025

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The Company?s Independent Directors did not met during the reporting period as company received the NCLT Order and company in process to comply with all the applicable provisions of all the applicable laws.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

DISCLOSURE BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a. Government Policies b. Human Resource Risk

AUDITORS AND AUDITORS? REPORT:

M/s. A K P S & CO., Chartered Accountants, indore, FRN: 009710C, has resigned from the office of the Statutory Auditors of the Company by way of casual vacancy. Further in this 16^th AGM new auditor M/s Barwal & Associates has been appointed from the conclusion of this AGM until the conclusion of the AGM will held in the calendar year 2030.

The observations made by the Auditors? in their Auditors? Report and the Notes on Accounts referred to in the Auditors? Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS? REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Every listed company and any public company with a paid-up share capital of 50 crores or more or a revenue of 250 crores or more is required to perform a secretarial audit under Section 204 of the Companies Act, 2013. Ms. Payal Paras appointed as a Secretarial Auditor of the company. The audit report did not contain any qualification. The report in form MR-3 is annexed as annexure to the Boards Report.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there are no significant business activities hence there was no systems set up for Internal Controls.

EXTRACT OF 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 2024 is available on the website of the Company at https://shrikrishnaprasadam.in/.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions SEBI (LODR) Regulation, 2015forming part of this report is annexed herewith.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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.

PARTICULARS OF EMPLOYEES:

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, is not required to be given as there were no employees coming within the purview of this section.

CORPORATE GOVERNANCE REPORT:

In pursuance to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company has duly filed the corporate governance report.

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 earning on account of the operation of the Company during the year was Rs. Nil.

VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism Policy uploaded in our website.

GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review: i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company. ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director/ Whole Time Director of the Company. iii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013). iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. v) One time settlement of loan obtained from the banks or financial institutions.

DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has not received any sexual harassment related complaints during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of the Loans and Guarantees given during the year under review falling under Section 186 of the Companies Act, 2013 is given along with this report. The details of Investments are as mentioned in the notes of financial statements. During the year under review, the company has not provided any security falling within in purview of Section 186.

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.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING

CONCERN AND COMPANY?S OPERATIONS:

The National Company Law Tribunal, New Delhi passed the order under section 30(6) of Insolvency And Bankruptcy Code, 2016 for Insolvency Resolution Process for Corporate Persons.

1. Took note of Promoter Reclassification.

In 2022, a Corporate Insolvency Resolution Process (CIRP) was initiated against the Company. During the process, seven (7) entities submitted expressions of interest. Among them, the resolution plan submitted by M/s Newage Intermediaries LLP was approved by both the Committee of Creditors and the Hon?ble

National Company Law Tribunal (NCLT), New Delhi Bench.

Following the approval of the resolution plan on 14th July 2023, M/s Newage Intermediaries LLP was appointed as the new promoter of the Company, effective from the date of the NCLT?s approval.

As a result, the erstwhile promoters and promoter group namely Mr. Kulbhushan Parashar, Mrs. Harpreet Parashar, M/s Kulbhushan Parashar HUF, M/s KPCorp Consultants Private Limited, M/s Corporate CapitalVentures Private Limited, have been reclassified as public. They no longer hold any control, interest, or association with the Company.

2. Took note of the Resolution Plan.

We would like to inform you that the company from last 2 years, have taken various steps towards the implementation of the resolution plan and start the trading of the company and make the company compliant with the applicable provisions, The company has taken the following steps till the date of AGM:

1. The Exit Offer (Hereinafter referred as "Offer Letter" or "Exit Offer") in pursuance of Order dated July 14, 2023 passed by the Hon?ble National Company Law Tribunal (NCLT), New Delhi Court-VI in IA No. 5343/ND/2022 in CPIB 227/ND/2021and in terms of the approved Resolution Plan under section 31(1) of the Insolvency and Bankruptcy Code, 2016, in respect of providing exit option to Shareholders.

2. Reduction of Share Capital through reduction in Face Value of the 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 paidup capital with 1,01,00,000 Equity shares of Re. 0.10 each with voting rights and aggregate paid up capital of Rs.10,10,000/-;

3. Consolidation of Face value of the shares: 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 1/100 th of the existing quantity i.e. the shares of existing shareholders holding 1,01,00,000 Equity Shares will reduce to 1,01,000 Equity Shares. Hence the paid-up share capital of the company will be 1,01,000 Equity Shares of Rs.10 each aggregating to paid up capital of Rs. 10,10,000/-.

4. Allotment of 19,15,000 Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at par, aggregating up to Rs. 1,91,50,000/- (One Crore Ninety-One Lakh Fifty Thousand only) against consideration of funds infused pursuant to the Resolution Applicant i.e. Newage Intermediaries LLP through the Preferential issue basis as per the approved Resolution Plan dated August 1, 2023.

5. Applied for the Revocation of Suspension of Trading on Shares of the Company.

The Company will take other various measures as per the resolution plan approved by the Hon?able NCLT.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.