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Chiraharit Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 51.23 Cr. P/BV 4.64 Book Value (Rs.) 2.02
52 Week High/Low (Rs.) 17/9 FV/ML 1/6000 P/E(X) 8.51
Bookclosure EPS (Rs.) 1.10 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors of the Company have great pleasure in presenting the 19th Directors’
Report of the Company together with Audited Financial Results for the year ended March 31,
2025. This report states compliance as per the requirements of the Companies Act, 2013 (“the
Act”), the Secretarial Standards and other rules and regulations as applicable to the Company.

FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31,2025 is
summarized as follows:

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from Operations

- Sale of Products

3302.99

1591.66

4134.73

2285.81

Sale of Services

1836.61

770.45

1828.07

770.75

Total Revenue from
Operations

5139.6

2362.11

5962.8

3056.56

Other income

13.57

0.01

16.99

0.86

Total Income

5153.17

2362.12

5979.79

3057.42

Direct & other related
Expenses

3631.55

1701.76

4235.67

2252.45

Employee Benefit
Expenses

439.63

361.16

553.41

453.04

Finance Cost

91.36

58.62

125.19

91.67

Depreciation &
Amortisation Expenses

14.41

15.11

30.47

30.67

Other Expenses

104.21

77.29

198.11

115.34

Total Expenditure

4281.16

2213.94

5142.85

2943.17

Profit / (Loss) before Tax

872.01

148.18

836.94

114.25

Less: Exceptional Items

____0

0

Profit/(Loss) before Tax

872.01

148.18

836.94

114.25

Provision for Taxation (Net)

221.76

44.72

234.65

53.91

Profit / (Loss) after Tax

650.25

103.46

602.29

60.34

Other Comprehensive
income for the financial

0

0

0

i 0

year

_

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Total Comprehensive
income/{loss) for the
financial year

650.25

103.46

602.29

60.34

Earnings per Equity Share
(Rs.) - Face Value of 1 /-
each

1.63

4.14

1.51

2.41

STATE OF COMPANY’S AFFAIRS AND OPERATIONS:

Business and Financial Performance Overview:

Business Overview

Our performance during FY 2024-25 demonstrated the strength of our integrated EPC business
model, which focuses on three high-impact verticals:

• Water Infrastructure: including irrigation systems, solar panel cleaning solutions, and
pipeline projects;

• Renewable Energy: with turnkey development of Compressed Bio-Gas (CBG) plants; and

• Civil Construction: encompassing industrial and residential execution.

Financial Performance Overview
Standalone Financials:

The Company recorded a standalone revenue from operations of Rs.5139.60 lakhs in FY 2024-
25 as against Rs.2362.11 lakhs in FY 2023-24, reflecting a growth of around 118% over the
previous year. The revenue more than doubled in both the segments of sale of products and
sale of services. The increase was primarily driven by higher order execution reflecting the
Company’s ability to procure more orders and its execution.

The increase in other income is due to booking of income on liabilities written off.

The Company achieved a Profit Before Tax (PBT) of Rs.872.01 lakhs and Profit After Tax (PAT) of
Rs.650.25 lakhs in FY 2024-25 as compared to Rs.148.18 lakhs and Rs.103.46 lakhs respectively
in FY 2023-24, registering a substantial growth due to improved operational efficiency and higher
contribution margins with increased revenue.

Consolidated Financials:

The Company recorded a consolidated revenue from operations of Rs.5962.80 lakhs in FY 2024-
25 as against Rs.3056.56 lakhs in FY 2023-24, reflecting a growth of around 95% over the
previous year.

The Company achieved a Profit Before Tax (PBT) of Rs.836.94 lakhs and Profit After Tax (PAT) of
Rs.602.29 lakhs in FY 2024-25 as compared to Rs.114.25 lakhs and Rs.60.34 lakhs respectively
in FY 2023-24.

Operational results of the subsidiary company affected the performance in consolidated
financials vis-a-vis standalone financials.

CHANGE IN CAPITAL STRUCTURE / SHARE CAPITAL:

The Authorized and Paid up Share Capital of the Company stands at Rs.25,00,000/- (25,00,000
shares with Face Value of Re.1/- each) as on 31st March, 2024.

During the Financial Year 2024-25, the Company undertook significant corporate actions
relating to its share capital, as under:

> To facilitate future capital expansion and the proposed bonus issue, Authorized Share
Capital was increased from Rs.25,00,000 to Rs.6,00,00,000 (6,00,00,000 shares of Re.1/~
each). This increase was approved by the shareholders through a resolution passed at the
Extra-Ordinary General Meeting held on 1st August 2024.

> Following the enhancement of Authorized Share Capital, the Board of Directors, at its
meeting held on 9th October 2024, approved the issuance of 3,75,00,000fully paid-up equity
shares of Re.1 each as bonus shares, in the ratio of 15:1 (fifteen equity shares for every one
equity share held}. This capitalized an amount of Rs.3,75,00,000 from the Company’s
reserves.

The Authorized and Paid up Share Capital of the Company stands at Rs.6,00,00,000/-
(6,00,00,000 shares with Face Value of Re.1/- each) and Rs.4,00,00,000/- (4,00,00,000 shares
with Face Value of Re.1 /- each) as on 31st March, 2025, respectively.

Dematerialization Status:

The Company has registered with NSDL and CDSL for dematerialization of shares. The entire
shares are in dematerialized form.

RESERVES & SURPLUS:

As on 31st March 2024, the reserves of the Company stood at Rs.381.15 lakhs. This amount
pertains to Surplus in the statement of Profit & Loss Account and there are no other specified
reserves. During the year under review, in line with the Board’s resolution dated 9th October 2024
and to reward the shareholders, the Company capitalized the said reserves and issued
3,75,00,000 fully paid-up bonus equity shares of Re.1 each to the existing shareholders in the
ratio of 15:1 (i.e., fifteen new equity shares for every one equity share held). The reserves have
increased to Rs.656.40 lakhs as on31fJ)4arch 2025 with addition of net profit earned during the
year under review.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserve & surplus
pursuant to the provisions of Section 123 of the Companies Act, 2013. However, during the year
under review, the profit of Rs. 650.25 Lakhs was transferred to the Reserve & Surplus.

DIVIDEND:

The Board of Directors, after careful evaluation of the Company’s financial position, future
growth prospects, and working capital requirements, have decided to retain the profits for the
financial year 2024-25. This decision is aligned with the Company's strategic objectives of
strengthening its financial position, investing in growth opportunities, and optimizing
operational efficiency. The Board believes that reinvesting the profits will enable the Company
to capitalize on emerging market trends and enhance long-term shareholder value by facilitating
sustained growth, technological investment, and operational efficiency.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

No amounts were transferred to the Investor Education and Protection Fund (IEPF) during the
financial year as there were no unclaimed dividends, shares, or other securities due for transfer
under Section 125(2) of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the Business of the Company during the financial year ended March
31,2025.

MATERIAL DEVELOPMENTS DURING THE CURRENT YEAR:

The Company has been converted into public limited company w.e.f. 02.12.2024 vide fresh
certificate of incorporation issued by MCA.

The Company filed DRHP for iPO with BSE Listing Portal - SME Platform of BSE on 31.03.2025
and received in-principle approval by BSE on 09.07.2025 for the same.

MATERIAL CHANGES AND COMMITMENTS (AFTER 31 ST MARCH, 2025 AND
UPTO THE DATE OF THE REPORT) AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There were no material changes or commitments affectingthe financial position of the Company
between the end of the financial year (31st March, 2025) and the date of this report.

SUBSIDIARY, JOINT VENTURE, AND ASSOCIATE COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, a separate statement in Form AOC-1, containing the salient
features of the financial performance of each of the subsidiary companies, is attached as
Annexure -1 and forms part of this Report.

During the financial year under review, the Company does not have any joint venture or
associate companies.

The following entities were the subsidiaries of Chiraharit Limited as on 31st March 2025:

1. Malaxmi Polymers Private Limited

2. Vasavi Building Materials Private Limited

The Company has complied with all applicable requirements under the Companies Act, 2013
in relation to the management and reporting of its subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS:

in accordance with the provisions of the Companies Act, 2013 and applicable Accounting
Standards, the consolidated financial statements of the Company and its subsidiaries for the
financial year 2024-25 are attached and form part of the Annual Report.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors / KMP:

During the year, the following changes took place in the Board / Key Managerial Personnel:

In the Board Meeting held on 11th December, 2024, the Company appointed independent
Directors viz., Mr. Venkata Chakrapani Chaturvedula (DIN: 10813796) and Mr. Anantha Krishna
Nageshwara (DIN: 08455478) and Key Managerial Personnel viz., Mr. Gudla Rama Chandra Rao,
Chief Financial Officer and Mr. Dixitula Venkata Kama Dixitulu, Company Secretary.

Composition of Board of Directors and Key Managerial Personnel (KMP) as on March 31,
2025:

SI.

No.

Name of Director

DIN

Designation

Appointment/
Resignation/
Change in
Designation

Date of

Appointment/
Cessation /
Change in
Designation

1.

Mr. Pavan Kumar
Bang

03614791

Managing
Director &

Chief Executive
Officer

Change in
designation

01/04/2024
(Originally
appointed as
Director on
20.08.2012)

2.

Mr. G V Ramana
Reddy

07532133

Executive

Director

Change in
designation

01/04/2024
(Originally
appointed as
Director on
11.05.2016)

3.

Dr. YTejaswini

00232268

Non-Executive

Director

Appointment

11/05/2016

4.

Mr. Venkata
Chakrapant
Chaturvedula

10813796

Non-Executive,

Independent

Director

Appointment

11/12/2024

5.

Mr. Anantha Krishna
Nageshwara

08455478

Non-Executive,

Independent

Director

Appointment

11/12/2024

6.

Mr. Gudla Rama
Chandra Rao

-

Chief Financial
Officer (CFO)

Appointment

11/12/2024

7.

Mr. Dixitula Venkata
Kama Dixitulu

-

Company
Secretary (CS)

Appointment

11/12/2024

The Company has complied with all applicable provisions concerning the appointment,
remuneration, and roles of KMPs.

Retirement by Rotation:

Mr. Pavan Kumar Bang, Chief Executive Officer and Managing Director, who was appointed on
April 01,2024 (Originally appointed as Director on August 20, 2012) as a Chief Executive Officer
and Managing Director up to March 31,2029 and whose office is liable to retire at the ensuing
AGM, being eligible, offers for reappointment.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

The Board of Directors met 11 times during the financial year ended March 31, 2025 in
accordance with the provisions of the Companies Act, 2013 and the rules made there under:

01.04.2024

23.05.2024

06.07.2024

26.07.2024

27.08.2024

09.10.2024

18.11.2024

11.12.2024

11.01.2025

25.03.2025

29.03.2025

Proper notices were issued for each meeting, and the proceedings were duly recorded.

COMMITTEES OF THE BOARD:

During the financial year 2024-25, the Company constituted various committees of the Board to
comply with the provisions of the Companies Act, 2013 and in preparation for its proposed initial
public offering (IPO). These committees were constituted pursuant to a resolution passed at the
Board Meeting held on 11th January 2025.

The following committees were constituted!

Committee

Composition

Remarks

Audit Committee (AC)

Constituted in
accordance with Section
177 of the Companies
Act, 2013

Mr. Venkata Chakrapani
Chaturvedula

Chairpers |
on

The members of Audit
Committee met once
on 25.03.2025. The
recommendations

Mr. Anantha Krishna
Nageshwara

Member

Ms. Tejaswini Yarlagadda

Member

made by the
Committee were
approved by the Board.

Nomination and
Remuneration
Committee (NRC)

Constituted in
accordance with Section
178(1) of the Companies
Act, 2013

Mr. Venkata Chakrapani
Chaturvedula

Chairpers

on

The members of
Nomination and
Remuneration
Committee met once
on 29.03.2025. The
Board has taken note of
the same.

Mr. Anantha Krishna
Nageshwara

Member

Ms. Tejaswini Yarlagadda

Member

Stakeholders’
Relationship
Committee (SRC)

Constituted in
accordance with Section
178(5) of the Companies
Act, 2013.

Ms. Tejaswini Yarlagadda

Chairpers

on

The members of
Stakeholders’
Relationship
Committee met once
on 29.03.2025. The
Board has taken note of
the same.

Mr. Anantha Krishna
Nageshwara

Member

Mr. Venkata Ramana
Reddy G

Member

Corporate Social Responsibility (CSR) Committee:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility (CSR) become applicable to a company having net profit of Rs.5.00 crore or more
during the immediately preceding financial year. The provisions were not applicable to the
Company for the FY 2023-24. The Company has earned a net profit exceeding Rs.5.00 crore
during the financial year 2024-25 and the CSR provisions shall be applicable to the Company
from the financial year 2025-26. The Board will take necessary steps to constitute a CSR
Committee, adopt a CSR Policy, and identify appropriate projects and initiatives to fulfil its CSR
obligations in accordance with the law.

INDEPENDENT DIRECTORS:

During the financial year 2024-25, the Company appointed Independent Directors in
accordance with the provisions of Section 149(4) of the Companies Act, 2013, read with the
Companies (Appointment and Qualification of Directors) Rules, 2014. These appointments were
made as part of the Company’s transition to a public limited company and in preparation for its
proposed listing.

The Independent Directors have submitted declarations under Section 149(7) of the Act
confirming that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013. The Board has taken on record the said declarations and is of the opinion
that the Independent Directors appointed possess the requisite integrity, expertise, and
experience.

COMPANY’S POLICY ON DIRECTORS* APPOINTMENT & REMUNERATION:

The Company’s Nomination and Remuneration Policy is available on the website of the
Company and sets out the criteria for selection and appointment of Directors and KMP and their
remuneration.

BOARD EVALUATION:

The Board has carried out an annual evaluation of its own performance, that of its committees
and individual Directors, including Independent Directors.

DEPOSITS:

During the financial year ended 31st March 2025, the Company has not accepted any deposits
from its members or the public in accordance with the provisions of Section 73 to 76 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Consequently,
as of 31st March 2025, there were no outstanding amounts of principal or interest related to
such deposits.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION
186
:

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and the rules made
thereunder, the details of loans, guarantees and investments made by the Company during the
financial year ended 31 st March 2025 are as follows:

Loans:

During the financial year under review, the Company has not granted any loans to any person or
entity, including its subsidiaries, associates, or joint ventures, and has complied with the
provisions of Section 186 of the Companies Act, 2013 in this regard.

Guarantees:

During the financial year under review, the Company has not provided any fresh guarantee /
security to any person or entity, including its subsidiaries, associates, or joint ventures, and has
complied with the provisions of Section 186 of the Companies Act, 2013 in this regard. The
details of existing guarantees are as under:

The Company provided Corporate Guarantee on 29.03.2021 for Rs.1.60 Crores in favour of ICICI
Bank for the credit facilities availed by Malaxmi Polymers Private Limited and charge was filed
with MCA.

Investments:

During the financial year under review, the Company has not made any fresh investment in / to
any person or entity, including its subsidiaries, associates, or joint ventures, and has complied
with the provisions of Section 186 of the Companies Act, 2013 in this regard. The details of
existing investments are as under:

• The Company invested Rs.33,00,000/“ by way capital contribution for the Rights Issue made
by Malaxmi Polymers Private Limited, subsidiary company duringthe FY 2023-24 and the total
outstanding investment in Malaxmi Polymers Private Limited by way of capital contribution is
Rs.1,32,00,000/- (66.00%).

• The Company made an investment of Rs.54,39,320/- in Vasavi Building Materials Private
Limited (Wholly Owned Subsidiary) to acquire its entire shareholding during the FY 2023-24.

RELATED PARTY TRANSACTIONS:

During the financial year under review, all related party transactions that were entered into by
the Company were conducted at arm’s length basis and were in the ordinary course of business,
in compliance with the provisions of Section 188 of the Companies Act, 2013 and applicable
accounting standards.

In accordance with the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, the details of related party transactions are provided in the
prescribed format Form AOC-2 as Annexure - II, which forms an integral part of this Report.

RISK MANAGEMENT FRAMEWORK:

The Company has established a comprehensive and proactive risk management framework
aimed at identifying, evaluating, and mitigating potential risks that may impact its operations,
financial performance, strategic goals, and reputation.

Adetailed Risk Management Policy, approved by the Board of Directors, outlines the Company’s
structured approach towards risk identification, assessment, monitoring, and mitigation. This
policy forms the foundation for a consistent and integrated risk management culture across the
organization.

The management team is entrusted with the day-to-day implementation of this framework and
conducts regular risk assessments to evaluate both internal and external risk factors. Based on
these assessments, appropriate mitigation strategies are developed and implemented,
ensuring that risks are addressed proactively and effectively.

Chiraharit Limited - Risk Matrix

The risk management framework
encompasses, but is not limited to,

5

\./Operational

the following categories:

• Operational Risks - Disruptions in

, S = High)

' ;*>.<? pufcatioral financial

execution, supply chain, or project
performance

• Financial Risks - Credit, liquidity,

3

5 3

^(Market Compliance

and interest rate risks

II
«—!

• Market Risks - Industry

tJ

ra

competition, regulatory changes,

Q.

E 2

demand fluctuations
• Reputational Risks - Brand,
stakeholder perception, and ethical

i

conduct

• Compliance Risks - Statutory and

i

2 3 4 5
Likelihood (1 = Low, 5 = High)

regulatory non-compliance

By embedding risk management into its core decision-making and operational processes, the
Company strives to safeguard stakeholder interests, enhance resilience, and support
sustainable growth.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has implemented a robust and structured internal financial control system to
ensure the accuracy and integrity of financial reporting, safeguarding of assets, operational
efficiency, and compliance with statutory and regulatory requirements. These controls are
embedded across the Company's processes and are continuously reviewed for effectiveness.

The internal control framework is governed by formal policies, standard operating procedures,
and automated controls supported by oversight at various managerial and board levels. The
Company's internal financial controls are designed to:

• Safeguard the Company's assets and prevent losses

• Ensure the reliability and completeness of accounting records

• Detect and prevent frauds and financial irregularities

• Enhance operational effectiveness and efficiency

• Ensure compliance with applicable laws, rules, and regulations

As part- of the governance structure, the Audit Committee of the Board plays a critical role in
evaluating the adequacy and effectiveness of the internal financial control system. The
Committee conducts periodic reviews and recommends improvements wherever necessary, in
line with its responsibilities under Section 177 of the Companies Act, 2013.

The internal audit function also supports the framework by conducting risk-based audits and
reporting directly to the Audit Committee to ensure transparency and accountability.

Based on the review carried out by management, internal auditors, and the Audit Committee,
the Board of Directors affirms that the internal financial controls of the Company were found to
be adequate and operating effectively during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE:

All relevant policies including the Vigil Mechanism Policy, Code of Conduct, and Risk
Management Policy are available on the Company’s website at
https://chiraharit.com/investors/corporate-governance/11

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility (CSR) become applicable to a company having net profit of Rs.5.00 crore or more
during the immediately preceding financial year. The provisions were not applicable to the
Company for the FY 2023-24. The Company has earned a net profit exceeding Rs.5.00 crore
during the financial year 2024-25. Accordingly, the Company will be required to comply with the
provisions of Section 135 from FY^02^^6^nwards, including:

• Constitution of a CSR Committee

• Adoption of a CSR Policy

• Identification and implementation of eligible CSR projects

• Ensuring minimum CSR expenditure as per the Act

The Company is in the process of making the necessary preparations to ensure timely and
effective compliance in the upcoming financial year to ensure compliance under the Act and the
Rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is presented in ‘Annexure III* and forms an
integral part of the Directors’ Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company for the financial year ended 31st March 2025 has been placed on the Company’s
website. The same can be accessed at the following web link:
https://chiraharit.com/wp-
content/
uploads/investors/annual-reports/2024-2025/

DIRECTOR’S RESPONSIBILITY STATEMENT:

Based on the established and maintained framework of internal financial controls and
compliance systems, the work performed by the Statutory Auditors, and the reviews conducted
by Management and the Board, the Board is of the opinion that the Company’s internal financial
controls were adequate and effective during the Financial Year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual financial statements for the year ended 31st March 2025,
the applicable accounting standards have been followed, and there are no material
departures;

ii. Accounting policies have been selected and applied consistently, and judgments and
estimates that are reasonable and prudent have been made, to give a true and fair view
of the state of affairs of the Company as of 31st March 2025, 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. Internal financial controls have been laid down by the Company and are adequate and
operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws, and these systems are adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT:

Statutory Auditors:

M/s. G.P. Associates, Chartered Accountants, Hyderabad (FRN:006734S), have been appointed
as the Statutory Auditors of the Company to hold office from the conclusion of 18th Annual
General Meeting for a period of 5 years, i.e., until the conclusion of 23rd Annual General Meeting
to be held in the year 2029 at such remuneration as may be determined by the Board. They will
continue as the Statutory Auditors of the Company.

Explanation or comments on qualifications, reservations or adverse remarks or
disclaimers made by the statutory auditors:

The Board of Directors confirms that the Statutory Auditors' Report for the financial year ended
31st March 2025 does not contain any qualifications, reservations, adverse remarks, or
disclaimers. The observations made by the auditors are self-explanatory and do not require any
further comments.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SECTION 143(12) OF THE COMPANIES ACT, 2013:

During the financial year ended 31 st March 2025, the Statutory Auditors have not reported any
instances of fraud, whether reportable to the Central Government or otherwise, under Section
143(12} of the Companies Act, 2013.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, the Company is exempt from maintaining cost records
and audit for the financial year 2024-25.

SECRETARIAL AUDIT:

Secretarial Audit was not mandatory for the year under review, however, the Company intends
to voluntarily adopt it from FY 2025-26 as part of its strengthening the governance in view of its
proposed public listing.

m

COMPLIANCE WITH SECRETARIAL STANDARDS (SS-1 & SS-2):

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to the
‘meetings of the Board of Directors’ and General Meetings’ respectively, have been duly
followed by the Company.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL
MECHANISM:

in accordance with the provisions of Section 177 of the Companies Act, 2013, and in
preparation for the Company’s proposed initial public offering (IPO), the Board of Directors
constituted an Audit Committee during the financial year 2024-25.

The Audit Committee was formed pursuant to a resolution passed at the Board Meeting held on
11th January 2025, with the following composition:

Name

Designation

Mr. Venkata Chakrapani Chaturvedula

Chairman (Non-Executive, Independent
Director)

Mr. Anantha Krishna Nageshwara

Member (Non-Executive, Independent Director)

Dr. YTejaswini

Member (Non-Executive Director)

The Committee functions in accordance with its charter and the powers and roles prescribed
under Section 177 of the Act. It assists the Board in its oversight responsibilities, particularly in
relation to the integrity of financial reporting, internal control systems, and audit processes.
Vigil Mechanism:

The Company is in the process of establishing a formal Vigil Mechanism Policy as required
under Section 177(9) of the Companies Act, 2013. This mechanism will provide a secure and
confidential framework for employees and stakeholders to report genuine concerns or unethical
behavior without fear of retaliation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN
EXCHANGE EARNINGS & OUTGO:

Pursuant to Section 134(3){m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, the required disclosures relating to conservation of energy, technology
absorption, and foreign exchange earnings and outgo are as follows:

A. Conservation of Energy:

a) Steps Taken or Impact on Conservation of Energy:

As a company engaged in EPC activities across water infrastructure, renewable energy, and civil
construction, Chiraharit Limited recognizes energy efficiency as a strategic operational priority.

Energy consumption plays a key role in both cost structure and sustainability performance,
especially in field-based project execution under diverse environmental conditions.

During the year, the Company undertook various initiatives including:

• Equipment Optimization: Upgraded construction and pumping machinery to high-
efficiency models to reduce diesel and electrical load.

• Operational Best Practices: Improved fleet scheduling, preventive maintenance, and
fuel tracking systems to curb energy waste.

• Technology-Enabled Monitoring: Deployed data analytics to assess energy usage at
project sites and identify opportunities for efficiency improvements.

Though precise quantification of savings remains challenging due to project variability, these
initiatives have collectively led to a measurable reduction in energy intensity across operations.
However, your Company remains committed to exploring innovative energy-saving technologies
and best practices to further enhance its environmental performance and financial
sustainability.

b) Steps Taken for Utilizing Alternate Sources of Energy:

The Company continues to evaluate the feasibility of integrating renewable energy solutions -
such as solar power for site-based operations and bio-gas utilization - in line with its long-term
sustainability vision. While no major capital deployment occurred duringthe financial year, the
Company’s involvement in the construction of Compressed Bio-Gas (CBG) plants for clients
reflects its broader commitment to supporting clean energy initiatives.

c) Capital Investment on Energy Conservation Equipment:

Chiraharit Limited prioritizes energy-efficient capital procurement. Investments made during
the year in modern pumping systems, solar-compatible components, and low-emission
machinery are aligned with this objective. These investments not only enhance operational
efficiency but also reflect the Company’s proactive approach to sustainable development and
cost management.

B. Technology Absorption:

The Company remains committed to adopting advanced engineering and construction
technologies to drive project excellence. Key focus areas include:

• Implementation of precision trenching and micro-irrigation technologies in water projects.

• Deployment of automated solar module cleaning systems.

• Use of precast and modular construction techniques for speed and quality in civil projects.

These efforts have resulted in higher project accuracy, better resource management, and
improved client satisfaction.

The Company continues to invest in modern engineering solutions and project execution
technologies aligned with its operational model. A summary of disclosures under Rule 8(3)(B) of
the Companies (Accounts) Rules, 2014 is given below:

i.

The efforts made towards
technology absorption

Necessary steps have been taken to
explore the new methods and ways
and absorb the technology in the
operation of the company wherever
required

li

The benefits derived like product
improvement, cost reduction,
product development or import
substitution

Optimum utilisation of resources
resulting in cost reduction and
competitiveness in the field.

iii

In case of imported technology
(imported duringthe last three years
reckoned from the beginning of the
year under reference)

Not Applicable

a) Details of the technology
imported

Not Applicable

b) the year of Import

Not Applicable

c) Whether the technology has
been fully absorbed

Not Applicable

d) If not fully absorbed, areas
where absorption has not taken
place, and the reasons thereof

Not Applicable

IV

The expenditure incurred on
Research and Development

No separate expenditure, it is part of
operational expenditure

C. Foreign Exchange Earnings and Outgo

• Foreign Exchange Earnings: Nil

• Foreign Exchange Outgo: Rs.13.48 lakhs

PARTICULARS OF EMPLOYEES:

Pursuant to Rule 5 of the Companies {Appointment and Remuneration Managerial Personnel)
Rule, 2014 of the Companies Act, 2013, there are no employees who are in receipt of
remuneration of Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or more per month or
where employed for a part of the year.

UNSECURED LOAN FROM DIRECTOR:

Duringthe financialyear under review, the Company has not obtained any unsecured loans from
the Directors of the Company or their relatives.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
ACT, 2013 & PROTECTION OF WOMEN AT WORKPLACE:

The Company strives to provide a safe working environment to woman employees to avoid any
gender discrimination. Therefore, the Company has formulated a Policy on Prevention of Sexual
Harassment at workplace in terms of the provisions of the Sexual Harassment of Women at
Workplace {Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to
prohibit, prevent and address issues of sexual harassment at workplace. Pursuant to the said
act the Company has constituted the Internal Complaint Committee for Prevention of Sexual
Harassment (ICC) of all women employees whether they are permanent, temporary or
contractual. The said policy also covered the women service provider or women who visit any
office premises of the Company. In order to raise awareness among the employees the
aforesaid policy has been widely circulated to all the employees of the Company.

During the year under review, no case of sexual harassment was reported.

The Committee was reconstituted, and the composition of internal Complaints Committee is as
under

SI.

No.

Name

Designation

Position in
Committee

Contact Details

1

Ms. Sarada
Kalavapudi

CEO,

Dharmavana
Nature Ark
Association

Presiding

Officer

Flat No. 1412, Turquoise, My Home
Jewel Apartments, Madinaguda,
Hyderabad - 500050
Email:

sarada.kalavapudi@gmail.com
Mobile: 7893722300

2

Mr.V.L.
Kantha Rao

Director, Malaxmi
Polymers Pvt.

Ltd.

Internal

Member

F 304/1 -11 -200, Begumpet,
Kukatpally, Hyderabad-500016
Email: vlkantharao@gmail.com
Mobile: 9704988488

3

Mr. G Rama

Chandra

Rao

CFO, '

Chiraharit

Limited

Internal

Member

Flat No. 401, Infocity Royale,
Puppalaguda, Hyderabad-500089
Email: rama@malaxmi.in
Mobile: 9000858222

4

Ms. Kavitha
David

COO, Unicorpus
Health Care (Not-
for-Profit)

External

Member

20/B, Plot No. 10-3-23, St. Jhons
Lane, Secunderabad -500025
Email: kavitha.david@gmail.com
Mobile: 8106877665

1.

Number of Sexual Harassment complaints received
during the year

Nil

2.

Number of Cases disposed of during the year

Nil

3.

Number of cases pending for more than 90 days

Nil

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY
BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under
the Act, including paid maternity leave, continuity of salary and service during the leave period,
and post-maternity support such as nursing breaks and flexible return-to-work options, as
applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

SIGNIFICANT AND MATERIAL ORDERS:

During the financial year under review, no significant or material orders were passed by any
regulators, courts, or tribunals that would affect the going concern status of the Company or
materially impact its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there is no application made by or against the Company and there
are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNT OF THE
VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, the Company had not entered into any settlement with Banks and
Financial Institutions and hence the said clause is not applicable.

ACKNOWLEDGEMENTS:

The Board of Directors express their sincere gratitude for the continued support, cooperation,
and trust extended by the Company’s customers, bankers, shareholders, suppliers, regulatory
authorities, and government agencies during the financialyear.

The Board also place on record their deep appreciation for the commitment, hard work, and
dedication demonstrated by all employees across levels. Their collective efforts have been
instrumental in enabling the Company to achieve sustained growth and operational excellence.

The Directors look forward to continued support from all stakeholders including shareholders
as the Company enters the next phase of strategic expansion and value creation.

©On behalf of the Board

For Chiraharit Limited

Place: Hyderabad Pavan Kumar Bang Dr. Tejaswini Yarlagadda

Date: 08.09.2025 Managing Director & CEO Director

(DIN:03614791) (DIN: 00232268)


 
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