Dear Shareholders,
Your directors are pleased to present the 02 nd Annual Report of Shreeji Shipping Global Limited (the Company or Shreeji) along with the Audited Financial Statements of your Company for the financial year (FY) ended March 31,2026; being the first Annual Report post listing.
RESULTS OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS:
The Audited Financial Statements of the Company as on March 31,2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).
The summarized standalone & consolidated financial highlight is depicted below:
| Standalone | Consolidated | |||||
| Particulars | F.Y. 2025-26 | F.Y. 2024-25 | F.Y. 2025-26 | F.Y. 2024-25 | ||
| Revenue from Operations | 7050.08 | 5840.82 | 7093.78 | 5840.82 | ||
| Other Income | 297.29 | 27.61 | 297.29 | 27.61 | ||
| Total Income | 7347.37 | 5868.43 | 7391.07 | 5868.43 | ||
| Less: Total Expenses before Depreciation, Finance Cost and Tax | 4885.54 | 3951.94 | 4960.77 | 3951.98 | ||
| Earnings before Finance Cost, Tax, Depreciation & amortization, net profit/loss of Joint Venture, exceptional items and (EBITDA) | 2461.83 | 1916.48 | 2430.3 | 1916.45 | ||
| Less: Finance Cost | 194.66 | 121.49 | 194.71 | 121.49 | ||
| Less: Depreciation | 256.18 | 193.14 | 260.84 | 193.19 | ||
| Less: Share of profit/(loss) of Joint Venture | 0.00 | 0.00 | (0.04) | 0.00 | ||
| Less: Exceptional items | 0.00 | (318.02) | 0.00 | (318.02) | ||
| Profit Before Tax | 2010.99 | 1919.87 | 1974.72 | 1919.78 | ||
| Less: Current Tax | 346.36 | 360.43 | 346.36 | 360.43 | ||
| Less: Deferred tax Liability | 94.72 | 119.76 | 95.60 | 119.73 | ||
| Less: Pervious year tax adjustment | 5.80 | 0.00 | 5.80 | 0.00 | ||
| Profit after Tax | 1564.10 | 1439.69 | 1526.96 | 1439.62 | ||
| Add: Total Other comprehensive income | 14.56 | 13.86 | 15.06 | 13.94 | ||
| Total Comprehensive Income | 1578.66 | 1453.55 | 1542.03 | 1453.57 | ||
FINANCIAL PERFORMANCE HIGHLIGHTS STANDALONE:
During the year under review, your Company has recorded total Revenue from Operations of 7050.08 million during the financial year 2025-26 as compared to 5840.82 million in the corresponding previous financial year which shows 20.70% growth in the turnover.
Your Company has recorded total income of 7347.37 million during the Financial Year 2025-26 as compared to 5868.43 million in the corresponding previous financial year.
Earnings before Interest, Depreciation, Tax, and Amortization (EBITDA) increased to 2461.83 million in FY 2025-26, as against 1916.49 million in the previous year. The Company achieved a Net Profit After Tax (PAT) of 1564.10 million, representing an increase of approximately 8.64% over the PAT of 1439.69 million reported in FY 2024-25.
Earnings per share stood at Rs.9.99 on face value of 10/- each.
Profit of your Company has increased due to significant increase in Turnover and operational efficiency, despite a reduction in Other Comprehensive Income compared to the previous year.
FINANCIAL PERFORMANCE HIGHLIGHTS CONSOLIDATED:
During the year under review, your Company has recorded total Revenue from Operations of 7093.78 million during the financial year 2025-26 as compared to 5840.82 million in the corresponding previous financial year which shows 21.45% growth in the turnover.
Your Company has recorded total income of 7391.07 million during the Financial Year 2025-26 as compared to 5868.43 million in the corresponding previous financial year.
Earnings before Interest, Depreciation, Tax, and Amortization (EBITDA) increased to 2430.3 million in FY 2025-26, as against 1916.45 million in the previous year.
The Company achieved a Net Profit After Tax (PAT) of 1526.96 million, representing an increase of approximately 6.07% over the PAT of 1439.62 million reported in FY 2024-25.
Earnings per share stood at Rs.9.75 on face value of Rs.10/- each.
Profit of your Company has increased due to significant increase in Turnover and operational efficiency, despite a reduction in Other Comprehensive Income compared to the previous year.
DIVIDEND:
During the financial year under review, the Board of Directors, at its meeting held on February 24, 2026, declared Interim Dividend of 10% of Face value i.e. Rs.1.00/- (Rupee One only) per Equity share having face value of Rs.10/- (Rupees Ten only). The said Interim Dividend was paid to those Members whose names appeared in the Register of Members / beneficial owners as on the Record Date i.e., February 28, 2026.
Pursuant to Finance Act, 2020, Dividend Income is taxable in the hands of the Shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated and adopted a Dividend Distribution Policy. The declaration and payment of dividend, if any, is considered and recommended by the Board of Directors in accordance with the said Policy, subject to the applicable provisions of the Companies Act, 2013 and the approval of the Members of the Company, wherever required.
The said Policy is available on the website of the Company and can be accessed at: https://www.shreejishipping.in/assets/ img/policies/Dividend%20Distribution%20Policy.pdf
TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, the Company declared an interim dividend of 10%, i.e. 1.00 per equity share of 10 each, at the meeting of the Board of Directors held on February 24, 2026.
The details of unpaid and unclaimed dividends lying with the Company as on March 31,2026 are as under:
| Financial year | Date of Declaration of Dividend | Dividend per Share (in Rs.) | Due Date for transfer to IEPF | Amount not claimed as on March 31, 2026 (In Rs ) |
| 2025-26 | February 24, 2026 | 1.00 | March 26, 2033 | 1,39,629 |
No amount of unclaimed dividend or shares are due for transfer to the Investor Education and Protection Fund administered by the Central Government pursuant to Section 124 and 125 of the Companies Act, 2013.
A statement containing the names, last known addresses and amount of unpaid dividend payable to each person is placed on the Companys website in compliance with section 124 of the Act at below link : https://www.shreejishipping. in/assets/img/unpaid dividend/UNPAID%20DIVIDEND%20 DATA 31.03.2026.pdf
TRANSFER TO RESERVE:
During the year, the Company has not apportioned any amount to other reserve. during the year. Full amount of net profit is carried to reserve & Surplus account of the Company.
INITIAL PUBLIC OFFER & LISTING OF EQUITY SHARES OF THE COMPANY:
During the year under review, the Company successfully completed its Initial Public Offering (IPO) comprising a fresh issue of 1,62,98,000 (One Crore Sixty-Two Lakh Ninety-Eight Thousand) Equity Shares of face value of 10/- each at an issue price of 252/- per Equity Share (including a premium of 242/- per Equity Share), aggregating to 4,107.10 million. The Equity Shares were allotted on August 22, 2025 & the Equity Shares of the Company were listed and admitted for trading on both BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from August 26, 2025.
UTILIZATION OF FUNDS:
Utilization of Funds Raised through Initial Public Offer (IPO):
The gross proceeds from the IPO and their deployment for the purposes stated in the offer, as detailed below:
| Original Object | Original Allocation | Funds Utilized till March 31, 2026 |
| Acquisition of Dry Bulk Carriers in Supramax category in the secondary market (Acquisition of Vessels) | 2,511.79 | 0.00 |
| Pre-payment/ re-payment, in part or full, of certain outstanding borrowings availed by the Company | 230.00 | 230.00 |
| General Corporate Purposes | 957.01* | 956.93 |
| Issue Expense | 408.30 | 407.99 |
| Total | 4107.10 | 1594.92 |
Unutilised IPO proceeds as at March 31, 2026 are temporarily invested in deposits as permitted under applicable regulations and disclosed in the Prospectus.
*The Company has raised Rs.4,107.10 million from fresh issue. During quarter ended March 31,2026, Net proceeds were revised from 3,695.43 million to Rs.3,698.80 million on account of issue expenses being lower by Rs.3.37 million as compared to estimated figures mentioned in the offer document dated August 22,2025, and the same balance of Rs.3.37 million has been added to General Corporate Purposes (GCP).
Statement of deviation(s) or variation(s):
Pursuant to Regulation 32(4) read with Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no variation between the actual utilisation of funds and the projected utilisation of funds during the year under review. Accordingly, no explanation for variation is required to be provided.
Change in Nature of Business
During the year under review, there has been no change in the overall nature of business of the Company, and it continues to operate in line with its main objects as set out in the Memorandum of Association.
The Company has been Engaged in the business of handling dry bulk cargo providing complete solutions under one roof right from the stevedoring, Lighterage, loading/ unloading cargo, Documentation, Warehousing, Agency, Custom Clearance and all ancillary services, at ports located Nationally & Internationally, relating to the same. To carry on in India or elsewhere, the business of establishing, maintaining and operating, shipping company.
Changes in Share Capital:
During the year, there were no changes in the Authorised Share Capital of the Company during the year under review.
Further, paid up capital of the Company increased from 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 to Rs.1,62,91,82,540 (Rupees One Hundred and Sixty-Two Crore Ninety-One Lakh Eighty-Two Thousand Five Hundred and Forty) divided into 16,29,18,254 (Sixteen Crore Twenty-Nine Lakh Eighteen Thousand Two hundred and Fifty- Four) Equity Shares of Rs.10/- (Rupees Ten Only) each pursuant to Initial Public offer via fresh issue of 1,62,98,000 (One crore sixty-two lakh ninety-eight thousand) Equity Shares of face value of Rs.10/- each at an issue price of Rs.252/- per Equity Share (including securities premium of Rs.242/- per Equity Share) on August 22, 2025. Subsequently, the shares of the company were listed on BSE & NSE w.e.f. August 26, 2025.
Subsequently, the Equity Shares of the Company were listed on the Bombay Stock Exchange (BSE) & National Stock Exchange of India Ltd (NSE) on August 26, 2025.
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.1,62,91,82,540 /- (Rupees One Hundred and Sixty-Two Crore Ninety-One Lakh Eighty-Two Thousand Five Hundred and Forty) 16,29,18,254 (Sixteen Crore Twenty-Nine Lakh Eighteen Thousand Two hundred and Fifty-Four) Equity Shares of Rs.10/- (Rupees Ten Only) each.
Demat Suspense Account/Unclaimed Suspense Account
As at March 31,2026, there were 58 outstanding Equity Shares lying in the Demat Suspense Account / Unclaimed Suspense Account of the Company.
| Particulars | No. of Shareholders | No. of Outstanding Shares |
| Aggregate number of shareholders and outstanding shares lying in the Suspense Account at the beginning of the year | 0 | 0 |
| Number of shareholders who approached the Company for transfer of shares from the Suspense Account during the year | 1 | 58 |
| Number of shareholders to whom shares were transferred from the Suspense Account during the year | 1 | 58 |
| Aggregate number of shareholders and outstanding shares lying in the Suspense Account at the end of the year | 1 | 58 |
Subsidiaries/Associates/ Joint Ventures:
As on March 31,2026, your Company had 3 subsidiaries and 1 joint venture. The details of the subsidiaries and joint venture of the Company as at the close of the financial year 2025-26 are set out below:
| Sr. No. Name of Company | Relation with the Shreeji Shipping Global Limited |
| 1 Shreeji Global IFSC Private Limited | Wholly Owned Subsidiary Company |
| 2 USL Lanka Logistics Private Limited | Wholly Owned Subsidiary Company |
| 3 #Shreeji Tisha Maritime Private Limited | Subsidiary Company |
Further, your Company does not have any Associate Companies as on March 31,2026.
#The Company had incorporated Shreeji Tisha Maritime Private Limited, bearing Corporate Identification Number (CIN): U69100GJ2026PTC175627. The Certificate of Incorporation was issued by the Central Registration Centre, Manesar, on March 25,2026.
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 of all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.
As required under Regulation 16(1 )(c) and 24 of the Listing Regulations, the Company has adopted a policy for determining material subsidiary and the said policy is available
on the Companys website at https://www.shreejishipping. in/assets/img/policies/Materiality%20And%20Material%20 Subsidiaries%20Policy.pdf.
During the financial year ended March 31, 2026, the company does not have any material subsidiary.
Details of Material Changes/ commitments between the end of the financial year of the company till the date of the report:
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 31,2026 to the date of this Report.
Credit Rating:
After closure of the financial year 2025-26, the ratings committee of Crisil Ratings Limited has reaffirmed the previous ratings for bank facilities of the Company on July 29, 2026. Details of the Credit ratings are as under:
| Total Bank Loan Facilities Rated | 500 Crore (Enhanced from 300 Crore) |
| Long Term Rating | Crisil A/Stable |
| Short Term Rating | Crisil A1 |
Change in the Registered Office:
During the year, there was no change in address of the registered office of the Company. The Registered office of the Company is situated at SHREEJI HOUSE, Town Hall Circle, Jamnagar-361001 Gujarat, India.
Public Deposits:
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 or 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, which form part of this Annual Report.
Code of Conduct for Prohibition of Insider Trading:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.
The Insider Trading Policy of the Company covering the Policy For Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (UPSI) is available on the website at https://www.shreeiishipping.in/assets/img/policies/Policv%20 For%20Procedure%200f%20Inquiry%20In%20Case%20 0f%20Leak%200f%20Unpublished%20Price%20Sensitive%20 Information.pdf and the Code Of Conduct For Prevention Of Insider Trading is available on the website at
https://www.shreeiishippinq.in/assets/imq/policies/Code%20
Of%20Conduct%20For%20Prevention%20Of%20Insider%20
Trading.pdf
Maintenance of Structured Digital Database (SDD) has been mandatory since April 1,2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The Company has installed SDD Services. Company regularly updates entries in this software.
Management Discussion and Analysis:
Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), is presented in a separate section of this Annual Report as Annexure B.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
Constitution of Board
As on March 31, 2026, the Board of Directors of the Company comprised the following members:
| Sr. No. | Name of Director | DIN | Designation |
| 1. | Ashokkumar Haridas Lal | 01736933 | Chairman & Managing Director |
| 2. | Jitendrakumar Haridas Lal | 00991555 | Joint Managing Director |
| 3. | Suresh Amritlal Joshi | 10979629 | Independent Director |
| 4. | Sheelaben Mansukhlal Dattani | 10856144 | Independent Director |
| 5. | Vipulchandra Sureshchandra Acharya | 07628071 | Independent Director |
| 6. | Mayuri Bipinbhai Rupareliya | 09696908 | Independent Director |
The Companys Board comprised six members including 2 (two) Executive Directors and 4 (four) Independent Directors. The Board also includes 2 (two) woman independent Director thereby ensuring compliance with the statutory requirements as well as maintaining a balanced and diverse composition.
The composition of the Board and its Committees, along with details relating to the tenure of Directors, their skills and areas of expertise, and other relevant information, are provided in the Corporate Governance Report, which forms part of this Annual Report as Annexure C.
In accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identified the requisite skills, expertise and core competencies of its members having regard to the nature and requirements of the Companys business. The detailed skills and competency matrix of the Board is provided in the Corporate Governance Report.
CHANGE IN BOARD COMPOSITION
Appointment/Re-appointment/Cessation
Changes in Composition of Board of Directors of the Company during the financial year under review are as under:
| Sr. No. | Name of Director | Designation | Type of Change - Appointment / Resignation/ Change in Designation | Effective date ofChange |
| 1 | Thomaskutty Varghese | Non-Executive Independent Director | Resignation | 31/01/2026 |
| 2 | Mayuri Bipinbhai Rupareliya | Additional Non-Executive Independent Director | Appointment | 19/03/2026 |
| 3 | Mayuri Bipinbhai Rupareliya | Non-Executive Independent Director | Change in Designation | 17/06/2026 |
Mr. Thomaskutty Varghese has tendered his resignation as Non-executive Independent Director on January 31,2026 due to his inability to continue as an Independent Director of the Company due to his limitations to attend Board Meeting in physical mode for reason of his professional commitments and geographical constraints. There is no other material reason for his resignation other than this.
Furthermore, Ms. Mayuri Bipinbhai Rupareliya was appointed as an Additional Non-Executive Independent Director of the Company with effect from March 19, 2026, by the Board of Directors at its meeting held on the same date. Subsequently, the Members of the Company, through Postal Ballot, approved and regularised her appointment as a Non-Executive Independent Director of the Company for a term of five consecutive years on June 17, 2026.
Retirement by rotation and subsequent re-appointment
Mr. Jitendrakumar Haridas Lal (DIN: 00991555), Joint Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), being eligible he has offered himself for re-appointment.
The resolution for his re-appointment is being placed before the shareholders at the ensuing Annual General Meeting. The details required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards are provided in the explanatory notes to the AGM Notice.
Remuneration of Directors:
The details of remuneration/sitting fees paid during the FY 2025-26 to Executive Directors/Directors of the Company is provided in Annual Return, i.e. Form MGT-7 a copy of which is placed on website of Company, i.e. https://www.shreejishipping.in/annual returns.html at and in Corporate Governance Report forming part of this Annual Report.
Key Managerial Personnel (KMP)
Pursuant to provision of Section 203 of the Companies Act, 2013, the following persons were designated as Key Managerial Personnel of the Company as on March 31,2026:
| Sr. No. Name | Designation |
| 1. Mr. Chinmay Rajan Desai | Chief Financial Officer |
| 2. Mrs. Archanaba Krunalsinh Gohil | Company Secretary and Compliance Officer |
| 3. Mr. Ashokkumar Haridas Lal | Chairman & Managing Director |
| 4. Mr. Jitendrakumar Haridas Lal | Joint Managing Director |
During the financial year 2025-26, there were following changes in the Key Managerial Personnel of the Company:
Mrs. Harshida Jayesh Bhanushali has tendered her resignation from the post of Chief Financial officer of the Company w.e.f. October 27, 2025 (after closing of business hours). The Board of Directors, at its meeting held on October 27, 2025, approved the appointment of Mr. Chinmay Rajan Desai as Chief Financial Officer w.e.f. October 28, 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.
None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has Four (4) Non-Executive Independent Directors as on March 31, 2026.
Mr. Thomaskutty Varghese has tendered his resignation as Non-executive Independent Director on January 31, 2026 due to his inability to continue as an Independent Director of the Company due to his limitations to attend Board Meeting in physical mode for reason of his professional commitments and geographical constraints. There is no other material reason for his resignation other than this.
Furthermore, Ms. Mayuri Bipinbhai Rupareliya was appointed as an Additional Non-Executive Independent Director of the Company with effect from March 19, 2026, by the Board of Directors at its meeting held on the same date. Subsequently, the Members of the Company, through Postal Ballot, approved and regularised her appointment as a Non-Executive Independent Director of the Company for a term of five consecutive years on June 17, 2026.
Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. Further, In the opinion of the Board, all your Independent Directors possess requisite qualifications, experience, expertise including Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.shreejishipping. in/assets/img/policies/Terms%20and%20Conditions%20 for%20Appointment%20of%20Independent%20Director.pdf
Familiarization Program for Independent Directors:
The Company conducts a structured Familiarization Programme to equip Independent Directors with the knowledge of their roles, responsibilities, and rights. The programme also includes an overview of the Companys operations, business model, industry landscape, and key policies.
Independent Directors are regularly updated through presentations and discussions at Board meetings covering strategy, operations, finance, regulatory updates, and industry developments.
Details of the familiarization programmes imparted to Independent Directors are available on the Companys website at https://www.shreejishipping.in/assets/img/policies/ Familiarization%20Programme.pdf
Committees of Board:
The Board of Directors, in line with the requirement of the act and the SEBI Listing Regulations, has formed various committees, details of which are given hereunder.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Risk Management Committee
5. Corporate Social Responsibility Committee
Details of terms of reference of the Committees, Composition, Committee membership changes, and attendance of Directors at meetings of the Committees are provided in, are detailed in the Report on Corporate Governance annexed to this Annual Report.
Number of meetings of the Board:
The Board meets at regular intervals to deliberate on business performance, strategies, and other key matters. As per statutory requirements, Board meetings are held at least once every quarter to review the financial and operational performance of the Company. Additional meetings are convened as and when necessary.
During the year under review, 29 (Twenty-Nine) Board meetings were held. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Corporate Governance Report, which forms part of this Annual Report.
Independent Directors Meeting:
The Independent Directors met twice during the Financial Year 2025-26, on August 09, 2025 and March 23, 2026 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of Section 134(3) (p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;
The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive director Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Policy on Directors appointment and remuneration:
Your Companys Policy on Directors appointment and remuneration and other matters (Remuneration Policy) provided in Section 178(3) of the Act is available on the website of the Company.
https://www.shreeiishipping.in/assets/img/policies/NRC%20
Policy.pdf
The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
There has been no change in the policy during the year.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.
Directors Responsibility Statement:
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:
a) in the preparation of the Annual Financial Statements for the year ended March 31,2026, the applicable accounting standards have been followed and there are no material departures;
b) the Directors have selected such accounting policies and applied them consistently and 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 2025-26 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Financial Statements on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial control are adequate and operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy:
The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.
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 non-business risks.
The Company has not identified any significant or material risks that may adversely affect its business operations or threaten its continued existence.
The Risk Management Policy, as adopted by the Board of Directors, is available on the Companys website at https:// www.shreeiishipping.in/assets/img/policies/Risk%20 Management%20Policy.pdf.
Corporate Social Responsibility (CSR):
The Company has always adhered to its core philosophy of contributing towards the welfare and development of society. In accordance with the requirements of Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee comprising its members to oversee and manage the CSR activities of the Company. The Board has also adopted the CSR Policy, which is available on the website of the Company at https://www. shreeiishipping.in/assets/img/policies/CSR%20Policy.pdf
CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. During the Financial year 2025-26, our Company incurred CSR expenditure of Rs.3,84,55,000/- (Rupees Three Crore Eighty-Four Lakh Fifty-Five Thousand Only) which is as per the requirement to spent 2% of the average net profits of the Company, during the three years immediately preceding financial year in compliance of provisions of the Companies Act, 2013. The Chief Financial Officer of the Company has certified that CSR spends of your Company for financial year 2025-26 have been utilized for the purpose and in the manner approved by the Board of the Company.
Our Companys CSR Policy and Annual Report on CSR Activities undertaken during the Financial Year 2025-26, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, in the prescribed format, are annexed to this Report as Annexure D.
Corporate Governance Report:
Your Company strives to incorporate the appropriate standards of corporate governance and ethical business practices. The Corporate Governance Report, as required under SEBI Listing Regulations, forms part of this Annual Report, along with the requisite certificate from a Practicing Company Secretary confirming compliance with the applicable corporate governance requirements.
In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at
https://www.shreeiishipping.in/assets/img/policies/
Code%20of%20Conduct%20For%20Directors,%20Senior%20
Management%20&%20Independent%20Directors.pdf
Annual Return:
Pursuant to Section 134(3) (a) of the Act, the Annual Return as of March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the https://www.shreeiishipping.in/ annual returns.html
Particulars of Contracts or Arrangements 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 and were in compliance with the applicable provisions of the Companies Act, 2013 (Act) and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Companys Policy on Related Party Transactions. The Company obtains omnibus approval from the Audit Committee for Related Party Transactions which are repetitive in nature and are entered into in the ordinary course of business.
Prior approval of the Audit Committee and the Board is obtained for all related party transactions. The details of all existing related party transactions are placed on a quarterly basis before the Audit Committee and the Board for review.
Further, no related party transaction was entered into during the year that could be considered prejudicial to the interests of minority shareholders & of the company at large.
There were no material contracts, arrangements or transactions entered during financial year 2025-26 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2025-26 and hence does not form part of this report. All the related party transactions entered by the company forms part of Notes to the Financial Statements.
The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link: https:// www.shreeiishippina.in/assets/ima/policies/RPT%20Policv.pdf Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.
Insurance:
Your Company has taken appropriate insurance for all assets against foreseeable perils.
Statutory Auditors & Auditors Report:
M/s. SARDA & SARDA, Chartered Accountants (FRN: 109264W), Jamnagar, were appointed as Statutory Auditors of the Company at the 1 st Annual General Meeting of the Company held on July 09, 2025 for the term of remaining four consecutive years till the conclusion of 5 th (fifth) Annual General Meeting to be held in the calendar year 2029.
The Notes to the financial statements for the financial year 2025-26, referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. There are no qualifications or reservations, or adverse remarks or disclaimers given by Statutory Auditors in their Report. The Auditors Report is enclosed with the financial statements in this Annual Report.
Appointment of Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of Regulation 24A of the SEBI Listing Regulations, 2015, the
Board of Directors of the Company has approved appointment of M/S. MITTAL V. KOTHARI & ASSOCIATES, PRACTICING
COMPANY SECRETARY, peer-reviewed Company Secretary in Practice, as the Secretarial Auditors of the Company for a period of one (01) year, i.e., for F.Y. 2026-27, subject to the approval of members at the ensuing Annual General Meeting, on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors from time to time.
Secretarial Auditor and their report:
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, M/s. SCS & Co LLP, Practicing Company Secretaries, had undertaken the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report (MR-3) for the year under review is annexed as Annexure-E of this report.
Further, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, r.w. SEBIs Master Circular HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026, NSE Master Circular Ref No. NSE/CML/2026/10 & BSE Master Circular notice no. 20260430-29 dated April 30, 2026 and NSE Circular Ref. No: NSE/CML/2023/30 & BSE Notice No. 20230410-41 dated April 10, 2023, the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, issued by M/s. SCS & Co. LLP, has also been annexed to this Report as Annexure-E.
There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to: Compliance
| S r Requirement _. * (Regulations/ circulars Na / guidelines including specific clause) | Deviations | Observations/ Remarks of the Practicing Company Secretary | Management Response |
| 1. Designated persons and their immediate relatives shall not trade in securities when the trading window is closed. Sub-regulation (1) of regulation 9 read with Schedule B | Trade during trading window closure period by Designated Persons under SEBI (Prohibition of Insider Trading) Regulations, 2015 | The following persons have purchased the Equity Shares of the Company during the period when the Trading Window was closed | The Company, being newly listed, the concerned |
| under the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct adopted by the Company thereunder. The intimation regarding closure of the Trading Window | Designated Persons, due to limited familiarity with PIT provisions, inadvertently | ||
| was subsequently disseminated to the Stock Exchange on 04/09/2025. Accordingly, the aforesaid transactions constitute non-compliance/ violation of the applicable provisions of the SEBI (Prohibition of Insider | traded a very nominal quantity of shares during the trading window closure, | ||
| Trading) Regulations, 2015 and the Companys Code of Conduct. | and the trading window intimation was circulated |
| Sr. Name of No. Person 1 Mr. Prakashbhai Anadkat | Category Promoter Group / Designated Person | No. of Date of Securities purchase purchased 28-Aug- 125 2025 | subsequently, without any intent to misuse UPSI. The \u25a0 Company has since issued cautionary instructions and sensitised all Designated . Persons to ensure strict |
| 2 Mr. Parth Joshi | Designated Person | 14-Oct- 01 | compliance with PIT |
| 2025 | Regulations. | ||
| 3 Ms. Anjali Panchmatiya | Designated Person | 26-Aug- 11 2025 | Further only purchase has been executed and No profit |
| 4 Ms. Sheelaben | Independent | 26-Aug- 25 | booked by DPs. |
| Mansukhlal | Director / | 2025 | |
| Dattani | Designated Person |
| Compliance | |||||
| Sr. No. Requirement (Regulations/ circulars / guidelines including specific clause) | Deviations | Observations/ Remarks of the Practicing Company Secretary | Management Response | ||
| 2. Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/ PoD2/CIR/P/0155 dated November 11,2024 and and SEBI Master Circular No. HO/49/14/14(7)2025- CFD-POD2/1/3762/2026 dated January 30, 2026 | Delay filing of Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing | The following disclosures required to be submitted under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were filed delayed beyond the prescribed timelines, resulting in non-compliance with the applicable provisions of the said Regulations: | The delay in dissemination under Regulation 30 was primarily attributable to procedural execution timelines involved in collating, verifying, and obtaining the necessary approvals \u25a0 for the information prior to disclosure. The Company has recently been listed and is in the process of further strengthening its compliance and reporting framework. The management acknowledges the importance of timely disclosures and understands the regulatory implications of such delays. Appropriate measures have been implemented to streamline | ||
| Sr. No. Particulars of Disclosure | Actual Date & Time of Filing | Delay | |||
| 1. Execution of Time Charter Party Agreement by Shreeji Global IFSC Private Limited, wholly owned subsidiary of the Company, with AMNS Shipping and Logistics Private Limited | 02-12-2025 21:48 | Beyond 12 hours | |||
| 2. Update on Admiralty Proceedings - Filing of Admiralty Suit by M/s. Segal Ships Private Limited and receipt of communication regarding order of Honble High Court of Gujarat | 27-12-2025 19:33 | Beyond 24 hours | |||
| Obligations and Disclosure Require- ments) | 3. Execution of Strategic Port Handling Agreement with Karanja | 11-02-2026 22:49 | Beyond 12 hours | internal communication and disclosure processes to ensure | |
| Regulations, | Terminal & Logistics Private Limited | ||||
| 2015 | 4. Receipt of communication from | 16-02-2026 | 1 Day | timely compliance with the | |
| Interim Resolution Professional of | 23:49 | applicable provisions in the future. | |||
| Karanja Terminals and Logistics Private Limited regarding nonapproval of Port Handling Agreement | The Company remains committed to maintaining the highest standards of corporate governance and | ||||
| regulatory compliance. | |||||
Cost Auditors and Cost Records:
During the year under review, M/s. Mitesh Suvagiya & Co., Cost Accountants, (FRN: 101470) were appointed as the Cost Auditors of the Company for the financial year 2025-26, in accordance with the applicable provisions of the Act.
In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, based on the recommendations of the Audit Committee, the Board of Directors appointed M/s. Mitesh Suvagiya & Co., Cost Accountants, (FRN: 101470), being eligible, to conduct Cost Audit relating to the business of the Company for the year ending March 31,2027. M/s. Mitesh Suvagiya & Co., Cost Accountants, Cost Accountants, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arms length relationship with the Company. The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for ratification of remuneration payable to M/s. Mitesh Suvagiya & Co. Cost Accountants is included in the Notice of the 2 nd AGM forming part of this Annual Report.
INTERNAL AUDITOR:
Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, M/s. Manoj Pandya and Associates, Chartered Accountant, (FRN: 127281W) were appointed as the Internal Auditors of the Company for the financial year 2025-26.
Reporting of frauds by Auditors:
During the year under review, the Statutory Auditors, Cost Auditors & Secretarial Auditors of the company have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.
Secretarial Standards:
During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.
Particulars of Employees:
The Company had 1913 employees as on March 31,2026.
The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure-F of this report.
Prevention of Sexual Harassment at Workplace:
To foster a positive workplace environment, free from harassment of any nature, Your company follows a gender- neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.
Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review
• Number of Complaints received during FY 2025-26: NIL
• Number of Complaints disposed of during FY 2025-26: NIL
• Number of Complaints pending/pending for more than ninety days. for FY 2025-26: NIL
The Policy on Prevention of Sexual Harassment at Workplace, as adopted by the Board of Directors, is placed on the website of the Company
Vigil Mechanism:
Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at https://www.shreejishipping.in/assets/ img/policies/Whistle%20Blower%20and%20Vigil%20 Mechanism%20Policy.pdf
During the year under review, your Company had not received any complaint under the whistle blower policy.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule
8 of the Companies (Accounts) Rules, 2014, as amended is annexure as Annexure-G of this report.
COMPLAINCE STATUS UNDER MATERNITY BENEFITS ACT, 1961
Company is in Compliance with the Maternity Benefits Act, 1961. However, no maternity benefit was claimed during the year.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.
There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
Cyber Security:
In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
Website:
As per Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company maintains a functional website at https://www.shreejishipping. in/, providing comprehensive information about the Company for the benefit of its stakeholders.
The website contains, inter alia, information relating to the Companys policies, shareholding pattern, financial results and details of the designated officials responsible for assisting and addressing investor grievances, along with other information as required to be disclosed under the applicable provisions of the Act & SEBI LODR Regulations.
Disclosure of certain types of agreements binding listed entities:
There are no agreements that require disclosure under clause 5A of paragraph A of Part A of Schedule III of the Listing Regulations.
Significant and material orders:
No significant or material orders were passed by Regulators or Courts or Tribunals which impact or influence the Companys going concern status and/ or its future operations.
General Disclosure:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events of these natures during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. There was no instance of onetime settlement with any Bank or Financial Institution & details of difference amouunt of the valuation done 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
4. Revision of financia l statements and Directors Report of your Company.
Acknowledgement:
Your Directors take this opportunity to thank all the stakeholders, government and regulatory authorities, financial institutions, bankers, stock exchanges, depositories, analysts, advisors, JV partners, consortium partners, customers, vendors, suppliers, subcontractors, members and all other stakeholders for their valuable sustained support.
The Board of Directors wish to place on record its sincere appreciation for the continued co-operation and support rendered by your Companys executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of your Company.
| Registered office: SHREEJI HOUSE, Town Hall Circle, Jamnagar-361001, Gujarat, India | By order of the Board of Directors For, SHREEJI SHIPPING GLOBAL LIMITED CIN: L52242GJ2024PLC150537 | |
| Date: 06 th September, 2026 Place: Jamnagar | Ashokkumar Haridas Lal Chairman & Managing Director DIN:01736933 | Jitendrakumar Haridas Lal Joint Managing Director DIN: 00991555 |
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