Shreeji Shipping Global Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the 1^st Report on the business and operations of your company ("the Company) together with the Standalone & Consolidated Audited Financial Statements for the financial year ended on 31^st March, 2025. ("FY 2024-25").

FINANCIAL HIGHLIGHTS:

The Financial performances of the Company for the financial year ended on 31^st March, 2025 are as follows: -

Particulars	Standalone Year Ended	Consolidated Year Ended
	F.Y. 2024-25	F.Y. 2024-25
Revenue from Operations	5840.82	5840.82
Other Income	27.61	27.61
Total Revenue	5868.43	5868.43
Expenditure
Employee Benefits Expenses	87.31	87.31
Other Expenses	4179.26	4179.35
Total Expense	4266.57	4266.66
Net Profit/(Loss) Before Tax	1919.87	1919.78
Less: Tax expenses:
Current Tax	360.43	360.43
Deferred tax (Asset)Income	119.76	119.73
Tax for earlier years	-	-
Net Profit/(Loss) After Tax	1439.69	1439.62

BUSINESS OVERVIEW:

Financial Performance:

As this is the Companys first financial statement post-incorporation, no comparative figures for the previous financial year are available.

• For the financial year ended March 31, 2025, the Company recorded a Standalone Total Income of Rs.5,868.43 million and a Consolidated Total Income of Rs.5,868.43 million.

• The Net Profit after Tax for the year stood at Rs.1,439.69 million on a standalone basis and Rs.1,439.62 million on a consolidated basis.

Dividend:

With a view to conserving resources and strengthening the financial position of the Company for future growth opportunities, the Board of Directors has not recommended any dividend for the financial year 2024-25.

Transfer to General Reserve:

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

Company Background:

Our Company was constituted as a partnership firm namely, M/s Shreeji Shipping through deed of partnership dated June 14, 1995 (the "Partnership"). Subsequently, the Partnership was converted to a private limited company, pursuant to a resolution passed at the meeting of Partners dated March 02, 2024. Consequently, the name of our Company was changed to "Shreeji Shipping Global Private Limited" and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies ("ROC") on April 11, 2024.

Our Company received the approval of its shareholders at their extra-ordinary general meeting held on October 17, 2024 for conversion of the Company into a public limited company, the name of our Company was thereafter changed to "Shreeji Shipping Global Limited" and a fresh certificate of incorporation consequent upon change of name upon conversion to public limited company was issued to our Company by the ROC on November 18, 2024.

Our company is engaged in the Shipping and Logistic industry. The company is a provider of end to end shipping and logistic solutions including Cargo Handling Services consisting of various services such as Ship-to-Ship (STS) lightering, stevedoring services, custom documentation, High heaping, water sprinkling, inland transportation, equipment hiring and other ancillary services. The issuer company primary deals in Dry bulk cargo including coal, clinker, bauxite, cement, salt, fertilizer, iron-ore, pet coke, Sulphur, limestone and other commodities.

Filing of Draft Red Herring Prospectus:

The Board of Directors of the Company, at its meeting held on Monday, December 02, 2024, considered and approved a proposal to undertake an Initial Public Offer (IPO) comprising a fresh issue of equity shares not exceeding 2,00,00,000 (Two Crores only) equity shares (the "Fresh Issue"), at such price as may be determined by the Board of Directors in consultation with the Book Running Lead Manager(s) appointed for the said IPO.

Further, the Members of the Company, at the Extra-Ordinary General Meeting held on Monday, December 02, 2024, accorded their approval for the said Initial Public Offer, including the Fresh Issue of equity shares.

Pursuant to the approvals of the Board of Directors and the Members of the Company, the Company has subsequently filed its Draft Red Herring Prospectus (DRHP) dated January 24, 2025, with BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Change in Nature of Business:

During the period under review, the Board of Directors, at its meeting held on December 09, 2024, in view of companys business expansion strategies and approved the inclusion of new business activities, including the formation of SPVs or joint ventures and entering the manpower supply sector, to diversify revenue streams and leverage growth opportunities. As the existing Main Object Clause of the Memorandum of Association does not cover these areas, the Board approved the amendment of the Object Clause by inserting sub-clauses (4) and (5) under Clause 3[A], following the existing subclause (3) of the Memorandum of Association of the Company.

Sub Clause No. (4) And (5) as addition to the Main Object Clause of the Memorandum of Association of Company is as under: -

4. To undertake feasible projects on a comprehensive basis, or to incorporate one or more companies as Special Purpose Vehicles (SPVs) or joint ventures with any other company, firm, or statutory bodies, for the purpose of carrying out such feasible projects. The Company shall have the authority to wholly own such companies or permit equity participation by other parties in such companies, as may be deemed necessary or appropriate for the successful execution of the projects, which may be capable of being carried on or conducted, directly or indirectly, to benefit the Company. The Company shall, from time to time, determine the terms and conditions for the formation, management, and control of such companies, in compliance with all applicable laws, regulations, and statutory requirements.

5. To carry on the business of supplying manpower, hiring, and recruiting, including skilled, semi-skilled, and unskilled workers, for the business ventures in which the Company is or may become involved, in addition to its primary business operations, also Company may assign personnel to any of its business operations or projects. The use of manpower for

other business interests shall not affect the Companys existing commitments to clients, partners, or employees, and the Company shall not be liable for any disruptions or conflicts arising from such allocation.

Share Capital:

During the year under review, following changes were made in the Authorized and Paid-up share capital of the Company. Increase in Authorised Share Capital

¦ Authorised Share Capital of the Company increased from Rs. 10,00,000/- (Rupees Ten Lakhs Only) divided into 1,00,000 (One Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 1,70,00,00,000/- (Rupees One Hundred Seventy Crore Only) divided into 17,00,00,000 (Seventeen Crore) equity shares of Rs. 10/- (Rupees Ten Only) each via Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of the Company on Friday, July 05, 2024.

Rights Issue of Equity Shares

¦ In the Extra-Ordinary General Meeting held on September 05, 2024, the members of the Company approved, by way of Special Resolution, the Right Issue of equity shares through conversion of unsecured loans extended by the shareholders. Pursuant to the same, the Board of Directors, in its meeting held on September 05, 2024, approved the issuance of 4,654 equity shares at a price of Rs. 3,60,818 per share by way of Right Issue, in the ratio of 2,327 equity shares for every 50,000 equity shares held as on the record date, i.e., September 05, 2024.

Subsequently, the Board of Directors, in its meeting held on September 09, 2024, approved the allotment of 4,654 equity shares to the respective allottees under the Right Issue.

Bonus Issue of Equity Shares

¦ The Board of Directors, in its meeting held on September 12, 2024, and with the approval of shareholders through a Special Resolution passed on the same day, approved the issue and allotment of 14,65,15,600 (Fourteen Crores Sixty-Five Lakhs Fifteen Thousand Six Hundred) Bonus Equity Shares of Rs.10/- each. The Bonus Shares were issued out of the securities premium account and/or free reserves of the Company in the ratio of 1400:1, i.e., 1,400 Bonus Equity Shares for every 1 Equity Share of Rs.10/- each held as on the record date, September 12, 2024.

¦ The Board subsequently approved the allotment of the said Bonus Shares to eligible shareholders in its meeting held on September 12, 2024.

The Share Capital of the Company after these changes stood as follows as on the date of Report:

Authorized Capital

The present Authorized Share Capital of the Company is Rs. 1,70,00,00,000/- (Rupees One Hundred Seventy Crore Only) divided into 17,00,00,000 (Seventeen Crore) equity shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital

The present Paid-up Share Capital of the Company is Rs. 1,46,62,02,540/- (Rupees One Hundred Forty-Six Crore Sixty-Two Lakhs Two Thousand Five Hundred Forty Only) divided into 14,66,20,254 (Fourteen Crore Sixty-Six Lakh Twenty Thousand Two Hundred Fifty-Four) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Board Composition during the financial year 2024-25 and up to the date of this report is furnished as below:

a) Appointment of Directors during the financial year 2024-25: -

Name of Directors/KMP	Particulars	Date of Board/General Meeting	Date of Cessation
1. Ashokkumar Lal (DIN: 01736933)	Appointment as First Director in the Company.	April 11, 2024
2. Jitendra Haridas Lal (DIN: 00991555)	Appointment as First Director in the Company.	April 11, 2024	-
3. Thomaskutty Varghese (DIN: 10552412)	Board has approved appointment as Additional Non-Executive Independent Director of the company w.e.f. October 09, 2024.	October 09, 2024 (Board Meeting)
4. Vipulchandra Sureshchandra Acharya (DIN: 07628071)	Board has approved appointment as Additional Non-Executive Independent Director of the company w.e.f. October 09, 2024.	October 09, 2024 (Board Meeting)
5. Ashokkumar Lal (DIN: 01736933)	Board has approved change in designation from Executive Director to Chairman & Managing Director of the Company subject to Shareholders Approval in ensuing general meeting.	November 21, 2024 (Board Meeting)
6. Jitendra Haridas Lal (DIN: 00991555)	Board has approved change in designation from Executive Director to Joint Managing Director of the Company subject to Shareholders Approval in ensuing general meeting.	November 21, 2024 (Board Meeting)
7. Archanaba Krunalsinh Gohil	Board has approved appointment as Company Secretary & Compliance Officer of the company w.e.f. November 21, 2024	November 21, 2024 (Board Meeting)
8. Harshida Jayesh Bhanushali	Board has approved appointment as Chief Financial Officer of the company w.e.f. November 21, 2024	November 21, 2024 (Board Meeting)
9. Viral M Mamtora (DIN: 08440935)	Board has approved appointment as Additional Non-Executive Independent Director of the company w.e.f. November 21, 2024.	November 21, 2024 (Board Meeting)	Resigned on March 01, 2025 due to personal reasons.
10. Sheelaben Mansukhlal Dattani (DIN: 10856144)	Board has approved appointment as Additional Non-Executive Independent Director of the company w.e.f. November 29, 2024.	November 21, 2024 (Board Meeting)
11. Ashokkumar Lal (DIN: 01736933)	Shareholders have approved Change in Designation from Executive Director to Chairman & Managing Director w.e.f November 22, 2024 for a period of 5 years in their Extra Ordinary General Meeting.	November 22, 2024 (Extra Ordinary General Meeting)
12. Jitendra Haridas Lal (DIN: 00991555)	Shareholders have approved Change in Designation from Executive Director to Joint Managing Director w.e.f November 22, 2024 for a period of 5 years in their Extra Ordinary General Meeting.	November 22, 2024 (Extra Ordinary General Meeting)
13. Thomaskutty Varghese (DIN: 10552412)	Shareholders approved the Regularization as Non-Executive Independent Director of the company in their Extra Ordinary General Meeting.	November 22, 2024 (Extra Ordinary General Meeting)
14. Vipulchandra Sureshchandra Acharya (DIN: 07628071)	Shareholders approved the Regularization as Non-Executive Independent Director of the company in their Extra Ordinary General Meeting.	November 22, 2024 (Extra Ordinary General Meeting)
15. Viral M Mamtora (DIN: 08440935)	Shareholders approved the Regularization as Non-Executive Independent Director of the company in their Extra Ordinary General Meeting.	November 22, 2024 (Extra Ordinary General Meeting)	Resigned on March 01, 2025 due to personal reasons.
16. Sheelaben Mansukhlal Dattani (DIN: 10856144)	Board has approved appointment as Additional Non-Executive Women Independent Director of the company w.e.f. November 29, 2024 (i.e. date of obtaining valid DIN form the Ministry of corporate affairs)	November 21, 2024 (Board Meeting)
17. Sheelaben Mansukhlal Dattani (DIN: 10856144)	Shareholders approved the Regularization as Non-Executive Independent Director of the company in their Extra Ordinary General Meeting.	November 30, 2024 (Extra Ordinary General Meeting)
18. Suresh Amritlal Joshi (DIN: 10979629)	Board has approved appointment as Additional Non-Executive Independent Director of the company w.e.f. March 01, 2025.	March 01, 2025 (Board Meeting)
19. Suresh Amritlal Joshi (DIN: 10979629)	Shareholders approved the Regularization as Non-Executive Independent Director of the company in their Extra Ordinary General Meeting.	March 01, 2025 (Extra Ordinary General Meeting)

b) Appointment/Cessation/Changes of Directors/KMP after closure of the financial year:

No changes occurred in board composition after the closure of Financial Year.

Board Meeting:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 41 (Forty-One) as follows:

April 12, 2024; April 25, 2024; April 26, 2024; May 17, 2024; June 01, 2024; June 28, 2024; July 05, 2024; July 22, 2024; August 07, 2024; September 05, 2024; September 09, 2024; September 12, 2024 (11:00 A.M.) ; September 12, 2024 (05:30 P.M.) ; September 19, 2024; September 23, 2024; October 09, 2024; October 14, 2024; October 16,2024; October 22,2024; November 18,2024; November 21,2024; November 22,2024; November 23,2024; November 29,2024; December 02, 2024; December 09, 2024; December 18, 2024; December 19, 2024; December 29,2024, January 01, 2025; January 07,2025, January 24,2025, January 27, 2025; January 28, 2025; January 30, 2025; February 08,2025, February 20, 2025; February 27, 2025; March 01, 2025; March 07, 2025 and March 12, 2025.

The gap between two consecutive meetings was not more than 120 (one hundred twenty) days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meetings are given as below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Ashokkumar Haridas Lal	April 11, 2024	-	41	41
Jitendra Haridas Lal	April 11, 2024	-	41	41
Thomaskutty Varghese	October 09, 2024	-	25	25
Vipulchandra Sureshchandra Acharya	October 09, 2024	-	25	25
Sheelaben Mansukhlal Dattani	November 29,2024	-	17	17
Viral M Mamtora	November 21, 2024	March 01, 2025	20	20
Suresh Amritlal Joshi	March 01, 2025	-	2	2

General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

Type of General Meeting	Date of General Meeting
1. Extra Ordinary General Meeting	June 01,2024
2. Extra Ordinary General Meeting	July 05,2024
3. Extra Ordinary General Meeting	September 05,2024
4. Extra Ordinary General Meeting	September 12,2024
5. Extra Ordinary General Meeting	October 17,2024
6. Extra Ordinary General Meeting	November 22,2024
7. Extra Ordinary General Meeting	November 30,2024
8. Extra Ordinary General Meeting	December 02,2024
9. Extra Ordinary General Meeting	December 31,2024
10. Extra Ordinary General Meeting	March 01,2025

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on March 12, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Change in Registered office:

During the year under review, there was no change in Registered Office of the Company.

Formal Evaluation of the Board, its activities and of Individual Director:

Since the Company has been converted into a Public Limited Company with effect from November 18, 2024, the provisions of Rule 8(4) of the Companies (Accounts) Rules, 2014, pertaining to the formal evaluation of the Board, individual Directors, and their performance on an annual or half-yearly basis are not applicable. Accordingly, the said details have not been provided herein.

Directors Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013.

The company got converted from Private Limited Company to Public Limited company w.e.f. November 18, 2024. After conversion of company, in the Board meeting held on Monday, December 02, 2024, Board constituted Audit Committee of the company which comprised six directors;

During the year under review, Audit Committee met 2 times, i.e., on December 29, 2024 and January 07, 2025. The composition & attendance of the Audit Committee are as given below:

Name of Director	DIN	Designation on the Board of the Company	Designation in the Committee	Number of Meetings During the Financial Year 2024-25
				Eligible to Attend	Attended
Viral Mukeshbhai Mamtora	08440935	Independent Director	Chairperson	2	2
Sheela Mansukhlal Dattani	10856144	Independent Director	Member	2	2
Vipulchandra Sureshchandra Acharya	07628071	Independent Director	Member	2	2
Thomaskutty Varghese	10552412	Independent Director	Member	2	2
Ashokkumar Lal	01736933	Chairman & Managing Director	Member	2	2
Jitendrakumar Haridas Lal	00991555	Joint Managing Director	Member	2	2

Further, During the FY 2024-25, Mr. Viral Mukeshbhai Mamtora has tendered his resignation from the post of NonExecutive Independent Director of the company w.e.f. March 01, 2025 due to personal reasons. Subsequently, Board of Directors in their meeting held on March 01, 2025 appointed Mr. Suresh Amritlal Joshi as Additional (Non-Executive Independent) Director of the Company.

Pursuant to which board of directors in the board meeting held on March 07, 2025 reconstituted Audit Committee of the company. After these changes, the new composition of the Audit Committee is as given below;

Name of Director	DIN	Designation on the Board of the Company	Designation in the Committee
Suresh Amritlal Joshi	10979629	Independent Director	Chairperson
Sheela Mansukhlal Dattani	10856144	Independent Director	Member
Vipulchandra Sureshchandra Acharya	07628071	Independent Director	Member
Thomaskutty Varghese	10552412	Independent Director	Member
Ashokkumar Lal	01736933	Chairman & Managing Director	Member
Jitendrakumar Haridas Lal	00991555	Joint Managing Director	Member

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial results.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://www.shreejishipping.in/assets/img/policies/Whistle%20Blower%20and%20Vigil%20Mechanism%20Policy.pdf

B. Stakeholders Relationship Committee:

The company got converted from Private Limited Company to Public Limited company w.e.f November 18, 2024. After conversion of company, in the Board meeting held on Monday, December 02, 2024, Board constituted Stakeholders Relationship Committee of the company which comprised six directors;

The composition of the Stakeholders Relationship Committee is as given below:

Name of Director	DIN	Designation on the Board of the Company	Designation in the Committee
Viral Mukeshbhai Mamtora	08440935	Independent Director	Chairperson
Sheela Mansukhlal Dattani	10856144	Independent Director	Member
Vipulchandra Sureshchandra Acharya	07628071	Independent Director	Member
Thomaskutty Varghese	10552412	Independent Director	Member
Ashokkumar Lal	01736933	Chairman & Managing Director	Member
Jitendrakumar Haridas Lal	00991555	Joint Managing Director	Member

Further, During the FY 2024-25, Mr. Viral Mukeshbhai Mamtora has tendered his resignation from the post of NonExecutive Independent Director of the company w.e.f. March 01, 2025 due to personal reasons. Subsequently, Board of Directors in their meeting held on March 01, 2025 appointed Mr. Suresh Amritlal Joshi as Additional (Non-Executive Independent) Director of the Company.

Pursuant to which board of directors in the board meeting held on March 07, 2025 reconstituted Stakeholders Relationship Committee of the company. After these changes, the new composition of the Stakeholders Relationship Committee is as given below:

Name of Director	DIN	Designation on the Board of the Company	Designation in the Committee
Suresh Amritlal Joshi	10979629	Independent Director	Chairperson
Sheela Mansukhlal Dattani	10856144	Independent Director	Member
Vipulchandra Sureshchandra Acharya	07628071	Independent Director	Member
Thomaskutty Varghese	10552412	Independent Director	Member
Ashokkumar Lal	01736933	Chairman & Managing Director	Member
Jitendrakumar Haridas Lal	00991555	Joint Managing Director	Member

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration Committee in line with the provisions Section 178 of the Companies Act, 2013.

The company got converted from Private Limited Company to Public Limited company w.e.f November 18, 2024. After conversion of company, in the Board meeting held on Monday, December 02, 2024, Board constituted Nomination and Remuneration Committee of the company which comprised five directors;

During the year under review, Nomination and Remuneration Committee met 1 time, i.e., on March 01, 2025. The composition & attendance of the Nomination and Remuneration Committee are as given below:

Name of Director	DIN	Designation on the Board of the Company	Designation in the Committee	Number of Meetings During the Financial Year 2024-25
				Eligible to Attend	Attended
Sheela Mansukhlal Dattani	10856144	Independent Director	Chairperson	1	1
Vipulchandra Sureshchandra Acharya	07628071	Independent Director	Member	1	1
Viral Mukeshbhai Mamtora	08440935	Independent Director	Member	-	-
Ashokkumar Lal	01736933	Chairman & Managing Director	Member	1	1
Thomaskutty Varghese	10552412	Independent Director	Member	1	1

Further, During the FY 2024-25, Mr. Viral Mukeshbhai Mamtora has tendered his resignation from the post of NonExecutive Independent Director of the company w.e.f. March 01, 2025 due to personal reasons. Subsequently, Board of Directors in their meeting held on March 01, 2025 appointed Mr. Suresh Amritlal Joshi as Additional (Non-Executive Independent) Director of the Company.

Pursuant to which board of directors in the board meeting held on March 07, 2025, reconstituted Nomination and Remuneration Committee of the company. After these changes, the new composition of the Nomination and Remuneration Committee is as given below;

Name of Director	DIN	Designation on the Board of the Company	Designation in the Committee
Sheela Mansukhlal Dattani	10856144	Independent Director	Chairperson
Vipulchandra Sureshchandra Acharya	07628071	Independent Director	Member
Suresh Amritlal Joshi	10979629	Independent Director	Member
Ashokkumar Lal	01736933	Chairman & Managing Director	Member
Thomaskutty Varghese	10552412	Independent Director	Member

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.shreejishipping.in/assets/img/policies/NRC%20Policy.pdf

Remuneration of Director:

The details of remuneration paid during the financial year 2024-25 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. https://www.shreejishipping.in/annual_returns.html

D. Risk Management Committee:

The Risk Management Committee of your Company has been constituted as per the requirements of regulation 21 of SEBI Listing Regulations. The Chairman of the Committee is the member of the Board.

The company got converted from Private Limited Company to Public Limited company w.e.f November 18, 2024. After conversion of company, in the Board meeting held on December 02, 2024, Board constituted Risk Management Committee of the company which comprised three directors.

The composition of the Risk Management Committee is as given below:

Name of Director	DIN	Designation on the Board of the Company	Designation in the Committee
Vipulchandra Sureshchandra Acharya	07628071	Independent Director	Chairman
Ashokkumar Lal	01736933	Chairman & Managing Director	Member
Jitendrakumar Haridas Lal	00991555	Joint Managing Director	Member

The terms of reference of the RMC, inter alia, include, formulation of the risk management policy, and monitoring the implementation of the Policy, ensuring proper systems and processes are in place to monitor and evaluate the risks associated with the business of the Company, etc.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on https://www.shreejishipping.in/annual_returns.html

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

Your company having following mentioned Subsidiary companies as on the closure of financial year 2024-25.

Name of Company	Address of Registered Office	Nature of Business
1. Shreeji Global IFSC Private Limited	Unit 71, The Platform, Ground Floor, 11 T2, Gift City, Gandhi Nagar, Gandhi Nagar- 382355, Gujarat	Business of Ship leasing by way of Operating lease, Voyage/Bareboat/time Charters or hybrid thereof, Contract of Affreightments, employment in shipping pools and all other legal commercial transactions for employment of ships; Asset management Support Service (for assets owned or leased out by the lessor or by any of its Group Entities set up in IFSCs in India), sale and lease back, purchase, novation, transfer, assignment, and such other similar transactions, each in accordance with the International Financial Service Centre Authority Act, 2019 and the other applicable laws.
2. USL Lanka Logistics Private Limited	No. 40, 2nd Floor, Sir Mohamed Macan Marker Mawatha, Colombo 07, Sri Lanka	a. Operation of barges and feeder vessels for the loading and unloading of cargo to from ships and sea going vessels. b. Rendering of assistance and support in business promotion and coordinating of activities of companies in Sri Lanka that are mainly owned and/or operated by foreigners and foreign companies. and to act as business consultants.

Further, your Company does not have any Associate Companies as on March 31, 2025. However, your Company has one Joint Venture as on March 31, 2025:

• Shreeji Nuravi Chuperbhita Simlong Mines Private Limited, incorporated on March 20, 2025, is a Joint Venture between GKR Infracon (India) Private Limited (26%), Shreeji Shipping Global Limited (37%), and Nuravi Imports and Exports Private Limited (37%).

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies/ Joint ventures, in Form AOC-1 is annexed to this Report as Annexure "A".

During the year, the Board of Directors reviewed the affairs of the subsidiaries/ Joint venture. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of your Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. Further, the company has also obtained approval from its shareholders in its previous General Meetings for entering into certain transactions with the related parties for an amount exceeding the limits as specified under the Act, as amended from time to time.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, The same is mentioned in Form AOC-2 as annexed in Annexure "C".

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.shreejishipping.in/assets/img/policies/RPT%20Policy.pdf

MATERIAL CHANGES AND COMMITMENT:

Our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at their Extra-ordinary General Meeting held on October 17, 2024, and the name of Company was converted to "Shreeji Shipping Global Limited" and a fresh certificate of incorporation consequent upon conversion dated November 18, 2024, was issued by the Central Processing Centre, Registrar of Companies.

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2025 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-25, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed off and nil complaints remained pending as of March 31, 2025. The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at https://www.shreejishipping.in/assets/img/policies/Policy%20on%20prevention%20of%20sexual%20harrasment%20at%20 workplace.pdf

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.

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

A. Conservation of energy -

i. The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii. The steps taken by the Company for utilizing alternate sources of energy:

No alternate source has been adopted.

iii. The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

B. Technology absorption -

i. The effort made towards technology absorption: Nil

ii. The benefit derived like product improvement, cost reduction, product development or import substitution: Nil

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Nil

a) The details of technology imported: Nil.

b) The year of import: Nil

c) Whether the technology has been fully absorbed: Nil

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

e) The expenditure incurred on Research and Development: Nil

f) Foreign Exchange Earnings & Expenditure:

Particulars	F.Y. 2024-25	F.Y. 2023-24
1 Foreign Exchange Earnings	2,19,60,66,180	-
2 Foreign Exchange Expenditure	1,33,84,67,460	-

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well- defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. SARDA & SARDA, Chartered Accountants (FRN: 109264W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR), were not applicable to the Company for the financial year 2024-25, as the Company was operating in the form of a partnership firm under the name M/s. Shreeji Shipping as on March 31, 2024. However, the Company has met the prescribed threshold under Section 135 of the Act by exceeding a net profit of Rs.5 crore during the financial year ended March 31, 2025. Accordingly, the Company will ensure compliance with all applicable CSR provisions, including the Companies (Corporate Social Responsibility Policy) Rules, 2014, from the financial year 2025-26 onwards.

In line with the above, the Board of Directors, at its meeting held on December 02, 2024, constituted the Corporate Social Responsibility Committee comprising Mr. Ashokkumar Lal (Chairman), Mr. Jitendra Haridas Lal, and Mr. Vipulchandra Sureshchandra Acharya as Members.

Name	DIN	Category	Designation
Mr. Ashokkumar Lal	01736933	Chairman & Managing Director	Chairperson
Mr. Jitendra Haridas Lal	00991555	Joint Managing Director	Member
Mr. Vipulchandra Sureshchandra Acharya	07628071	Non-Executive Independent Director	Member

In compliance with the requirements of section 135 of the Companies Act, 2013, the Company has laid down a CSR policy. The same can be accessed from website of the Company at the following web link https://www.shreejishipping.in/assets/img/policies/CSR%20Policy.pdf

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provision of Section 139 of the companies act, 2013, read with rules made thereunder, M/s. SARDA & SARDA, Chartered Accountants (FRN: 109264W), Jamnagar, were appointed as the First Statutory Auditors of the Company in the Board Meeting held on April 25, 2024 to hold office till conclusion of the first Annual General Meeting of the Company to conduct audit of accounts of the Company for the financial year ending March 2025.

Further, M/s. SARDA & SARDA, Chartered Accountants, Ahmedabad (FRN: 109264W), proposed to be appointed as Statutory Auditors of your Company at forthcoming Annual General Meeting, for the term of remaining four consecutive years for a term till the conclusion of 5^th (fifth) Annual General Meeting to be held in the calendar year 2029.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR AND THEIR REPORT:

The provisions of Section 204 of the Companies Act, 2013, relating to the appointment of a Secretarial Auditor, were not applicable to the Company for the financial year 2024-25, as the Company was operating as a partnership firm under the name M/s. Shreeji Shipping as of March 31, 2024.

However, the Company now proposes to appoint M/s. SCS and Co. LLP, Practicing Company Secretaries, Ahmedabad (Firm Registration No. L2020GJ008700, Peer Review No. 5333/2023), as the Secretarial Auditors of the Company. The appointment is proposed for a term of 1 (one) year, commencing from the conclusion of the First Annual General Meeting and continuing until the conclusion of the Second Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board, at its meeting held on June 17, 2025, approved, subject to the approval of the members, the appointment of M/s. SCS and Co. LLP as the Secretarial Auditors for the term of 1(one) year, effective from the Financial Year 2025-26. The remuneration for the Secretarial Auditors will be as recommended by the Audit Committee and mutually agreed upon between the Board of Directors and the Secretarial Auditors, from time to time.

The Board recommends that the proposed resolution regarding the appointment of the Secretarial Auditors be passed by the requisite majority at the ensuing AGM.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, your Company had appointed M/s. Manoj Pandya & Associates Chartered Accountant as an Internal Auditor of the Company for the Internal Audit of Financial year 2024-25.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. COST RECORDS AND COST AUDITORS:

The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act are not applicable to the Company. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

WEBSITE:

Your Company has its fully functional website www.shreejishipping.in which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and also the non-mandatory information of Investors interest/knowledge has been duly presented on the website of the Company.

DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is in Demat mode. The ISIN No. allotted is INE1B6101010.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

Registered office:	For and on behalf of Board of Directors
"SHREEJI HOUSE",	Shreeji Shipping Global Limited
Town Hall Circle,	CIN: U52242GJ2024PLC150537
Jamnagar, Kalavad -361001
Gujarat, India.

 

	Ashokkumar Lal	Jitendrakumar Haridas Lal
Place: Jamnagar	Chairman & Managing Director	Joint Managing Director
Date: June 17, 2025	(DIN: 01736933)	(DIN: 00991555)