|
To, The Members of Shraddha Prime Projects Limited
Your Directors are pleased to present the 34th Annual Report of your
Company together with the Standalone and
Consolidated Audited Financial Statements of your Company for the
financial year ended 31 st March, 2026.
Financial Highlights:
The Financial performance of the Company during the financial year
ended 31 st March, 2026 as compared to the previous financial year is summarized below:
(Rs. in Lakhs)
|
STANDALONE |
CONSOLIDATED |
| Particulars |
FY 25-26 |
FY 24-25 |
FY 25-26 |
FY 24-25 |
| Revenue from Operations |
32,930.97 |
10,321.94 |
50,835.41 |
15,558.28 |
| Other Income* |
932.33 |
1,050.05 |
1,263.19 |
458.28 |
| Total Income |
33,863.30 |
11,371.99 |
52,098.60 |
16,016.56 |
| Expenses |
26,413.79 |
8,357.97 |
44,237.79 |
12,541.79 |
| Profit / (Loss) before exception items and tax |
7,449.51 |
3,014.02 |
7,860.81 |
3,474.77 |
| Exceptional items |
17.35 |
- |
17.35 |
- |
| Profit / (Loss) before tax |
7,432.16 |
3,014.02 |
7,843.46 |
3,474.77 |
| Tax expenses |
2,046.01 |
549.74 |
2,504.67 |
983.23 |
| Net Profit /(loss) for the year |
5,386.15 |
2,464.28 |
5,338.79 |
2,491.54 |
*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. 52,098.60 Lakhs compared to Rs. 16,016.56 Lakhs in the
previous year. The Profit after tax on consolidated basis stands at Rs.5,338.79
Lakhs as compared to Rs. 2,491.54 Lakhs during the previous year. On
standalone basis, the total income for the current year amounted to Rs. 33,863.30 Lakhs
compared to previous year's total income of Rs. 11,371.99 Lakhs. The Profit after tax
on standalone basis stands at Rs. 5,386.15 Lakhs compared to Rs. 2,464.28 Lakhs during the
previous year.
State of Company's Affairs:
Shraddha Prime Projects Limited is a BSE Listed Company. The Company is
engaged in the business of real estate activities, which involves developing, leasing,
constructing and redeveloping various residential and commercial projects in India,
primarily in Mumbai. The operations for the year under review shows a profit of Rs.
5,338.79 Lakhs on consolidated basis.
The Company has following subsidiaries including the subsidiaries of
which stake was obtained during the year under review. The details of the subsidiaries are
given below:
Subsidiaries
Padhmagriha Heights
Shree Krishna Rahul Developers Shree Mangesh Constructions Shraddha
Mangalsmruti LLP Roopventures LLP
Aajprav Developers LLP (w.e.f. 11th December, 2025)
Shraddha Shelter & Stay Spaces (w.e.f. 01st October, 2025) Shraddha
Avyukta Realtors LLP (w.e.f. 31st December, 2025) Shraddha Harmony (w.e.f. 06th January,
2026) Shraddha Sai Infra (w.e.f. 22nd January, 2026) Shraddha Vastu Developers (w.e.f.
17th February, 2026)
During the year, your Company has modified it's stake in following
Limited Liability Partnerships (LLPs) and is acting as a designated partner.
| Sr. 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% |
The Company is not considering following entities for consolidation as
there were no operation/transactions till 31st March, 2026 Shraddha Harmony (w.e.f.
06th January, 2026) Shraddha Sai Infra (w.e.f. 22nd January, 2026) Shraddha Vastu
Developers (w.e.f. 17th February, 2026)
Rights Issue
During the year under review, the Company has applied to BSE for the
issuance of Equity Shares up to 9,700 lakhs by way of a rights issue. The application is
under consideration as on date by BSE.
Dividend
During the year under review, the Company has not declared any
Dividend.
Change in Nature of Business
There is no change in the nature of business during the year under
review.
Transfer of Unclaimed Dividend to Investor Education and Protection
Fund
The Company was not required to transfer any Unclaimed Dividend to
Investor Education and Protection Fund.
Transfer to Reserves
Your Directors do not propose to transfer any amount to reserves out of
the profits earned during financial year 2025-
2026.
Share Capital
A) Authorised Capital: The Authorized Share Capital of the
Company is Rs. 65,00,00,000/- (Sixty Five Crores Only) divided into 6,50,00,000 (Six
Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Ten Rupees Only) each.
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.
C) Issue of Equity Shares with Differential Rights:The
Company has not issued any equity shares with differential rights during the Financial
Year 2025-2026.
D) Issue of Sweat Equity Shares: The Company has not issued any
Sweat Equity Shares during the Financial Year
2025-2026.
E) Issue of Employee Stock Options: The Company has not
issued any Employee Stock Options during the Financial
Year 2025-2026.
Reclassification F) : The Company submitted an application to BSE
Limited for the reclassification members of the Promoter Group as Public Shareholders
pursuant to requests received from such promoters seeking reclassification as
non-promoters. Subsequently, BSE Limited, vide its letter dated 08 th December 2025,
granted its No Objection to the proposed reclassification under Regulation 31A of the SEBI
(Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Subsidiaries, Joint Ventures and Associate Companies / Entities
As on 31st March, 2026, the Company had following consolidating
subsidiary firms consisting of partnership firms and
LLPs, the details are given below:
| Padhmagriha Heights |
Partnership Firm |
| Shree Krishna Rahul Developers |
Partnership Firm |
| Shree Mangesh Constructions |
Partnership Firm |
| Shraddha Mangalsmruti LLP |
Limited Liability Partnership Firm |
| Roopventures LLP |
Limited Liability Partnership Firm |
| Aajprav Developers LLP (w.e.f. 11th December, 2025) |
Limited Liability Partnership Firm |
| Shraddha World One LLP (w.e.f. 04th August, 2025) |
Limited Liability Partnership Firm |
| Shraddha Fortune LLP (w.e.f. 01st August, 2025) |
Limited Liability Partnership Firm |
| Shraddha Shelter & Stay Spaces (w.e.f. 01st October,
2025) |
Partnership Firm |
| Shraddha Avyukta Realtors LLP (w.e.f. 31st December, 2025) |
Limited Liability Partnership Firm |
| Shraddha Harmony (w.e.f. 06th January, 2026) |
Partnership Firm |
| Shraddha Sai Infra (w.e.f. 22nd January, 2026) |
Partnership Firm |
| Shraddha Vastu Developers (w.e.f. 17th February, 2026) |
Partnership Firm |
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, 2026 is attached to
the financial statements hereto in FormAOC - 1 as "Annexure VII".
The following entities are considered as an associates entities: Neuwel
Builders And Planner LLP
Vraj Shraddha Developers LLP
The following entities are that entities in which the key managerial
personnel has significant influence:
| Shraddha Landmark Private Limited |
Managing Director is Director |
| Shraddha Buildcon Private Limited |
Managing Director is Director |
| Shraddha Highrise |
Managing Director's Brother is Partner |
| Shraddha Housing Projects LLP |
Managing Director has significant influence |
| Shraddha Dream Home LLP |
Managing Director has significant influence |
| Nayak Realty |
Managing Director has significant influence |
| Dharmadi Enterprises |
Managing Director has significant influence |
| Shraddha Apex LLP |
Managing Director has significant influence |
| Shraddha Realty |
Managing Director has significant influence |
| Shraddha Globe LLP |
Managing Director has significant influence |
The Company has formulated a policy for determining
material' subsidiaries and such policy is disclosed on Company's 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 11 times during the Financial Year
2025-2026 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 year.
The Independent Directors met on 14th February, 2026, without the
attendance of Non-Independent Directors and members of the management. The Independent
Directors reviewed the performance of Non-Independent Directors and the Board as a whole;
the performance of the Chairman of the Company by taking into account the views of
Executive
Directors and Non-Executive Directors; it assessed the quality,
quantity and timeliness of information flow between the Company's management and the
Board necessary for the Board to effectively perform their duties.
Annual Evaluation of Directors, Committee and Board
Pursuant to the provisions of Section 134 (3) of the Companies Act,
2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, ("Listing Regulations"), a formal evaluation
mechanism has been adopted for evaluating the performance of the Board, the Committees
thereof, individual Directors and the Chairman of the Board. The evaluation is based on
criteria which include, among others, providing strategic perspective, integrity and
maintenance of confidentiality and independence of judgment, Chairmanship of Board and
Committees, attendance, time devoted and preparedness for the Meetings, quality, quantity
and timeliness of the flow of information between the Board Members and the Management,
contribution at the Meetings, effective decision making ability, monitoring the corporate
governance practices, role and effectiveness of the Committees and effective management of
relationship with stakeholders. Pursuant to the provisions of the Companies Act, 2013 and
the Listing Regulations, the Board has carried out an annual evaluation of its own
performance, performance of its directors individually and the committees of the Board and
the same is reviewed by the Nomination and Remuneration Committee.
The Independent Directors were regularly updated on the industry and
market trends, project undertaken and the operational performance of the Company through
presentations.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013 (the "Act"):
1. that in the preparation of the annual accounts for the year ended 31st March, 2026, 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 31st March, 2026 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 under sub-section
(12) of section 143 other than those which are reportable to the Central Government
No fraud in or by the Company were noticed or reported by the auditors
during the period under review.
Particulars of Loans, Guarantees or Investments made under Section 186
of the Act
In compliance with the provisions of the Act and Listing Regulations,
the Company extends financial assistance in the form of investment, loan and guarantees to
its subsidiaries, from time to time in order to meet their business requirements.
Particulars of loans, guarantees and investments are detailed in Notes
to the financial statements provided in this
Integrated Report. The Company is in the business of real estate
development and accordingly is covered under the definition of infrastructure
facilities' in terms of Section 186 read with Schedule VI of the Act.
Particulars of Contracts or Arrangements made with Related Parties
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of business. There were
no materially significant related party transactions with the Company's Promoters,
Directors, Management or their relatives, which could have had a potential conflict with
the interests of the Company. Kindly refer the financial statements for the transactions
with related parties entered during the year under review.
Transactions with related parties entered by the Company in the normal
course of business are periodically placed before the Audit Committee for its approval.
Considering the nature of transactions, the Board consider the same material transactions,
however, the same are at arm's length basis. The same has been annexed in the format
prescribed under Form AOC-2 as "Annexure VIII".
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 the
financial year to which these financial statements relate and the date of the report
There are no material Changes and Commitments affecting the financial
position of the Company from 1st April, 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 were no Foreign Exchange income and outflow during the reporting
financial year.
Deposits
During the financial year under review the Company has neither accepted
nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014.
Significant and material orders passed by the regulators or courts or
tribunal
During the year there are no significant material orders passed by the
Regulators / Courts / Tribunal, which would impact the going concern status of the Company
and its future operations.
Internal control system and their adequacy
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The Audit Committee in consultation with the internal
auditors formulates the scope, functioning, periodicity and methodology for conducting the
internal audit. The internal auditors carry out audit, covering inter alia, monitoring and
evaluating the efficiency & adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations and
submit their periodical internal audit reports to the Audit Committee. Based on the
internal audit report and review by the Audit committee, process owners undertake
necessary actions in their respective areas. The internal auditors have expressed that the
internal control system in the Company is robust and effective. The Board has also put in
place requisite legal compliance framework to ensure compliance of all the applicable laws
and that such systems are adequate and operating effectively.
Board of Directors and Key Managerial Personnel
The Company's Board of Directors is made up of highly respected
individuals with proven abilities and strong ethical principles. They bring a wealth of
experience, financial expertise and leadership skills to the table. Furthermore, they are
deeply committed to the Company's success and invest significant time in Board
Meetings and preparation. To comply with Listing Regulations, the Board has carefully
identified the essential skills, expertise, and competencies needed by its Directors to
effectively manage the Company's operations. These details are outlined in the
Corporate
Governance Report.
The composition of the Board complies with the requirements prescribed
in the Listing Regulations and are as follows:
| Name of Director |
Designation |
| Mr. Sudhir Balu Mehta (02215452) |
Chairman & Managing Director |
| Mr. Ramchandra Krishnakant Ralkar (02817292) (resigned w.e.f
08/04/2026) |
Non-Executive Director |
| Mr. Vinay Madhukar Nayak (08494834) |
Non-Executive Director |
| (appointed w.e.f. 09/04/2026) |
|
| 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 |
| Mr. Ashok Uttam Chandanshive (11038160) |
Non-Executive Independent Director |
| (appointed w.e.f. 14.01.2026) |
|
| Ms. Ankita Gupta (09484966) |
Non-Executive Independent Women Director |
| (Resigned w.e.f 14.02.2026) |
|
Particulars of Changes to the Board Appointment/Re-appointment
During the year under review, the following appointment was made to the
composition of the Board:
| Sr. no |
Name of Directors |
Designation |
| 1 |
Mr. Ashok Uttam Chandanshive (11038160) |
Non-Executive Independent Director |
|
(Appointed w.e.f 14.01.2026) |
|
Directors liable to retirement by rotation
In compliance with provisions of Section 152 of the Companies Act,
2013, Mr. Santosh Sadashiv Samant (DIN 06586861),
Director of the Company retires by rotation at the ensuing AGM and
being eligible, offers himself for re-appointment.
Appropriate resolution for aforesaid re-appointment is being placed for
approval of the members at the ensuing AGM. Details of Mr. Santosh Sadashiv Samant (DIN
06586861) is provided in the "Annexure - 1" 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 enrollment in
the Data Bank created by MCA for Independent Directors, has been received from all the
Independent Directors.
Mr. Kapil Purohit (09452936), Mr. Ashok Uttam Chandanshive (11038160)
and Ms. Shivangi Datta (09262501) are Non-Executive Independent Directors as on 31st
March, 2026.
The Company has formulated a policy on familiarisation programme
for independent directors' which is available on the Company's website at the
link: www.shraddhaprimeprojects.in
Key Managerial Personnel
Pursuant to provisions of Section 203 of the Companies Act, 2013
following are the Key Managerial Personnel of the Company as on 31st March, 2026:
1) Mr. Sudhir Balu Mehta (02215452), Chairman & 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
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 sub-section (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.
Stakeholders Relationship Committee
A Stakeholders Relationship Committee is in existence in accordance
with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015. Kindly refer to the section on Corporate Governance, under the head,
Stakeholders Relationship Committee' for matters relating to constitution,
meetings, functions of the Committee and the stakeholders grievances and other related
matters by this Committee.
Other Board Committees
For details of other Board Committees' viz. Corporate Social
Responsibility Committee and Right Issue Committee, 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 the section "LODR Policies".
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is in place and
is posted on the website of the Company at www.shraddhaprimeprojects.in, under the section
"LODR Policies".
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 a period from 01.04.2025 to 31.03.2030.
M/s ND & Associates, Practicing Company Secretaries (COP No. 4741),
Peer Reviewed, have been appointed as the
Secretarial Auditors of the Company for a term of five consecutive
years, commencing from April 1, 2025 and ending on
March 31, 2030, pursuant to the applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The
appointment was approved by the Members at the 33rd Annual General Meeting 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 26th September, 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, 2026 of the Company forms an
integral part of the Annual Report. The notes to the accounts referred to in the
Auditor's Report are self-explanatory and therefore do not call for any further
comments.
There has been no qualification, reservation, adverse remark or
disclaimer given by 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 27th May, 2025 has appointed Mr. Milind Deshmukh, Chartered Accountants,
(Membership No. 208831) as an Internal Auditor of the Company for the
financial year 2025-26.
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 need to be made
under the said section. Further, the detailed ratios of the remuneration of each Director
to the median remuneration to the employees of the Company for the financial year are
enclosed as "Annexure IV" to the Board's Report.
Risk Management
The key business risks identified by the Company are as follows viz.
Industry Risk, Management and Operations Risk,
Market Risk, Government Policy Risk, Liquidity Risk, and Systems Risk
etc. The Company has in place adequate mitigation plans for the aforesaid risks.
Corporate Social Responsibility
The provisions with respect to Corporate Social Responsibility
initiative as mandated by Companies Act, 2013 is applicable to the Company from FY
2025-26.
In this regard the Company, in compliance with the act and the rules,
formulated CSR policy which is posted on the website at https://shraddhaprimeprojects.in/,
under the section "LODR Policies".
Further the details of CSR projects are also posted on the website at
https://shraddhaprimeprojects.in/, under the section "Investor Relation".
In pursuance of Rule 8 of Companies (Corporate Social Responsibility)
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.
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 applicable to the Company for the year under
review.
The Board, on the recommendation of the Audit Committee, in its meeting
dated 27th May, 2025 has appointed M/s. Joshi
Apte & Associates as a Cost Auditor of the Company for the
financial year 2025-26.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. The Compliance Officer is responsible for implementation of the Code.
To comply with the Regulation 3(5) of SEBI (PIT) Regulations, 2015, and
to maintain structured digital database (SDD) containing the names of such persons or
entities with whom Unpublished Price Sensitive Information (UPSI) is shared and
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 BenefitAct 1961. Statement Pursuant to Listing Agreement
The Company's Equity shares are listed at Bombay Stock Exchange
Limited. The Annual listing fee for the year 2026-27 has been paid.
Cash flow statement
The Cash flow statement for the year 2025-26 is part of Balance Sheet.
General:
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
Issue of equity shares with differential rights as to dividend, voting
or otherwise.
Issue of shares (Including Sweat Equity Shares) to employees of the
Company under any Scheme. Our website is www.shraddhaprimeprojects.com. Copy of the annual
return is placed on our website.
Acknowledgements
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Company's activities during the year under review. Your
Directors also acknowledge gratefully the shareholders for their support and confidence
reposed on your Company.
| Date: 13.08.2026 |
For Shraddha Prime Projects Limited |
| Place: Mumbai |
|
|
Sd/- |
|
Sudhir Balu Mehta |
|
Managing Director |
|
(DIN 02215452) |
|