Shree Refrigerations Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

The Directors of the Company have pleasure to present the
20^th Annual Report on the business and operations of the
Company and Audited Financial Statements (Standalone and
Consolidated) for the Financial Year ended 31^st March 2026.

1. Financial Results / Financial Highlights

The Company''s performance for the Financial Year
under review along with the previous Financial Year''s
figures are given hereunder:

2. State of Company''s Affairs

Key Highlights of the Company''s Financial Performance
for the year ended 31^st March 2026 on Standalone and
Consolidated Basis are as under:

a. Standalone

• During the Financial Year under review, the
Company has earned total revenue of Rs.
15505.54 /- Lakhs as compared to the previous
Financial Year total revenue of Rs. 9909.13
/- Lakhs and has taken various initiatives and
measures which not merely help the Company
to raise funds and expand its business but even
led to the Company to the next path of its growth
and development via strengthen its financial
position and compete effectively in the market.

• During the Financial Year under review, the Net
Profit, amounted to Rs. 2140.18 /- Lakhs as
compared to the previous Financial Year Net
Profit of Rs. 1299.71/- Lakhs.

b. Consolidated

• During the Financial Year under review, the
Company has earned Consolidated total revenue
of Rs.15505.58/- Lakhs as compared to the
previous Financial Year Rs. 9909.13 /- Lakhs.

• During the Financial Year under review, the
Consolidated Net Profit amounted to Rs.
2153.26/- Lakhs as compared to the previous
year Net Profit of Rs. 1261.38 /- Lakhs.

c. Change in status of the Company

During the Financial Year under review, the Company
became a listed Public Company pursuant to the
listing of its equity shares.

The equity shares of the Company were successfully
listed on the Small and Medium Enterprises ("SME")
segment of BSE Limited with effect from 1^st August
2025.

3. Review of Operation

The Company stands as India''s leading engineering
company specializing in air-conditioning and turnkey
HVAC&R solutions for mission-critical and industrial
applications, with over 35 years of experience in
the Refrigeration segment and nearly a decade
of experience serving mission-critical defence
applications. With unmatched expertise in mission-
critical engineering, we deliver solutions built for
precision, resilience and performance under extreme
maritime and defense conditions, backed by naval
registrations across all three critical segments: Chillers
and Refrigeration Plants, Turnkey HVAC&R Solutions
and Electrical Control Panels.

Through the Company''s heavy fabrication services
and long-standing collaboration with India''s defense
ecosystem, the Company continues to strengthen
national capability-building. The Company''s
commitment to quality, durability, and innovation
reinforces our role as a trusted strategic partner in
advancing the mission of Atmanirbhar Bharat.

4. Change in Nature of Business, if any

There has been no change in the nature of business
of the Company during the Financial Year 2025-2026.

5. Transfer to Reserves

During the year under review, the Company has not
transferred any amount to reserves out of the profits
for the Financial Year ended on 31^st March 2026.

6. Dividend

To strengthen the financial position of the Company
and its future business expansion plans, the Board
of Directors of the Company has decided not to
recommend any dividend for the Financial Year 2025¬
2026.

7. Transfer of Unclaimed Dividend to Investor Education
and Protection Fund

There is no unpaid/unclaimed dividend amount lying
with the Company, therefore the provisions of Section
125 of the Companies Act, 2013 do not apply.

8. Material Changes and Commitments affecting the
Financial Position of the Company, having occurred
since the end of the Year and till the date of the Report

The Company has inaugurated its new manufacturing
facility in Satara district, Maharashtra as on 20^th June,
2026. The new facility will expand the Company''s
manufacturing footprint by 50,000 square feet.
Developed in an area of 6.5 acres, the new facility will be
a state-of-the-art manufacturing unit with advanced
machinery and complete backward integration
capabilities. It is equipped with robotic welding, laser
cutting, bending, paint shop and modern shot blast.

Trezor Technologies Private Limited, a wholly owned
subsidiary of the Company, entered into an Agreement
with Smardt Chillers Pte. Ltd., Singapore, for the sale,
installation, and after-sales servicing of chillers to
data centres in India. This development is expected to
strengthen the Company''s presence in the data centre
cooling segment.

9. Management Discussion and Analysis

The Management Discussion and Analysis (MD&A)
Report for the year under review, prepared in
accordance with the provisions of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is presented in a separate section and
forms an integral part of this Annual Report.

10. Performance and Financial Position of Subsidiaries,
Associate and Joint Ventures

Trezor Technologies Private Limited is wholly owned
subsidiary of the Company in terms of provisions of
Section 2(87) of Companies Act, 2013 and details of
its performance and financial position is furnished in
Form AOC-1, attached as ANnExURE -I to this report.

During the year under review, there are no Companies
which have become or ceased to be subsidiary/joint
venture/associates of the Company.

11. Deposits

During the year under review, the Company has not
accepted deposits from the public falling within the
ambit of Section 73 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there is no unpaid deposit lying with the
Company for the period under review.

12. Loan from Directors or Director''s Relative

During the year under review, no loans taken from
the Directors of the Company or their relatives are
outstanding as on 31^st March 2026.

13. Particulars of Loans Given, Investments Made,
Guarantees Given or Security Provided by the Company

The particulars of loans, guarantees or securities and
investments covered under the provisions of Section
186 of the Companies Act, 2013 are disclosed in the
Financial Statements and have not been reiterated
here for the sake of brevity.

14. Annual Return

An Annual Return of the Company as referred in
sub-section (3) of section 92 of the Companies
Act, 2013 read with the Companies (Management
and Administration) Rules, 2014, is available on the
website of the Company and the web link of the same
is https://shreeref.com/invester_2_8.php.

15. Compliance with secretarial standards on Board and
Annual General Meetings

Pursuant to the provisions of the Secretarial Standards,
a statement is hereby given that the Company has
complied with all the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI) and made applicable as per Section 118(10)
of the Companies Act, 2013, while conducting and
organizing the Board and General Meetings.

16. Share Capitala. Authorised Capital

The Company''s Authorised Capital of the Company
is Rs. 25,10,00,000/- (Rupees Twenty-Five Crores
Ten Lakhs only) divided into 12,55,00,000 (Twelve
Crores Fifty-Five Lakhs) Equity shares of face value
of Rs. 2/- each (Rupees Two only) each fully paid.

During the year under review, there are no changes
in the Authorized share capital of the Company.

b. Issued and Paid-up Share Capital

As on 31^st March 2026, paid-up capital of the
Company is Rs. 7,12,60,818 /- consisting of
3,56,30,409 Equity Shares of Rs. 2/- each per share.

17. Employee Stock Option Plan:

The Company has an Employee Stock Option Scheme
under "Shree Refrigerations Limited Employee Stock
Option Plan-September 2024" ("SRL ESOP September
2024") which is administered by the Nomination
& Remuneration Committee ("Compensation
Committee") for the benefit of employees.

The disclosures as required under SEBI (Share Based
Employees Benefits and Sweat Equity) Regulations,
202l forms part of this report.

The Company has implemented the "SRL ESOP
September 2024" which has been approved by the
shareholders of the Company at the Extra Ordinary
General Meeting held on 30^th September 2024 and the
Company has sought In Principle approval from the
Stock Exchange ("BSE") dated 2^nd April 2026.

Details of ESOP

a. Summary of the Existing ESOP Plan -

b. Method used to account for ESOS - Intrinsic or Fair
Value.: Fair Value

c. Where the Company opts for expensing of the
options using the intrinsic value of the options, the
difference between the employee compensation
cost so computed and the employee compensation
cost that shall have been recognized if it had used
the fair value of the options shall be disclosed.
The impact of this difference on profits and on
EPS of the Company shall also be disclosed.: Not
Applicable

d. Movement of Options during FY 2025-26

Note: *ESOPs are granted under the Direct Route
and not through the Trust Route.

e. Employee-Wise Details of Options Granted in FY
2025-26

Note:

* Ms. Ashvini Ghanashyam Godbole Company
Secretary and Compliance Officer of the Company
resigned from the office with effective from 20^th
January 2026.

**Mr. Tanmay Mukund Pethkar was appointed as a
Company Secretary and Compliance Officer of the
Company with effect from 23^rd February 2026.

The other disclosures mandated under the SEBI
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 form part of the Notes
to the Financial Statements and therefore, are not
separately reproduced in this Board''s Report for
the sake of brevity.

Details as per SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 are
disclosed on website under the weblink https://
www.shreeref.com/Employee_Benefit_Scheme_
Documents.php .

18. Capital Expenditure:

During the financial year, the Company incurred
significant capital expenditure primarily towards the
establishment of a new manufacturing facility with the
objective of enhancing production capacity to cater
to existing order commitments as well as anticipated
future business.

The total capital expenditure incurred during the year
amounted to Rs.2,437.56 lakhs.

The major capital investments undertaken during the
year include:

• Commissioning of the second manufacturing
facility (Unit 2) at Hanbarwadi, with a built-up area
of 50,000 sq. ft. The facility commenced commercial
operations with effect from June 20^th, 2026.

• Installation of a Laser Cutting Machine at Unit 2.

• Installation of a Bending Machine at Unit 2.

• Installation of Heavy-Duty Cranes at Unit 2.

• Installation of a Paint Shop at Unit 2.

• Construction and installation of a Shot Blasting
Shed at Unit 2.

In addition to the above, the Company undertook
renovation of its Corporate Office located at Unit 1
- Virvade to improve workplace infrastructure and
administrative facilities.

These investments are expected to substantially
enhance the Company''s manufacturing capacity,
improve operational efficiency, optimize production
costs and support its long-term strategic objectives.

The above capital expenditure was financed through
a combination of IPO proceeds, term loan, and
internal accruals, as considered appropriate by the
management.

All assets acquired during the year have been
capitalized in accordance with the applicable
provisions of the Companies Act, 2013 and the relevant
accounting standards, as applicable.

The Board believes that these strategic investments will
significantly contribute to the Company''s sustainable
growth, strengthen its competitive position, and create
long-term value for all stakeholders.

19. Details of Directors and Key Managerial Personnel
appointed / resigned during the year

The Board of Directors of the Company is duly
constituted. None of the Directors of the Company are
disqualified under the provisions of Companies Act,
2013.

Accordingly, as on 31^st March 2026, the composition of
the Board of Directors and Key Managerial Personnel
of the Company is as per below:

The detail of the Directors and Key Managerial Personnel
has been appointed and resigned during the Financial Year
is given hereunder:

20. Number of Meetings of the Board of Directors

Ten Board Meetings were held during the Financial
Year 2025-26. The detailed Agenda and Notice for the
Meetings were prepared and circulated in advance
to the Directors within the prescribed time. The
intervening gap between the two consecutive Meetings

was not more than the period prescribed under the
Companies Act, 2013.

Further, details regarding the number, date of Meetings
and attended by each Director are as given hereunder:

21. Attendance of Directors at Board Meetings

22. Number of Meetings of the Shareholder(s) held during
the Financial Year 2025-2026

23. Disclosure Related to Committees and Policy
Audit Committee

The Directors of the Company have constituted the
Audit committee in accordance with Section 177 of the
Companies Act, 2013 read with rule 6 of Companies

(Meetings of Board and its Powers) Rules, 2014. The
Members of the Committee are as follows:

Changes in the composition of Audit Committee during
the Financial Year 2025-2026:

During the year under review, Commodore Vivek
Karnavat (Retd.), Independent Director of the Company
was appointed as a Member of Audit Committee.

Meetings of the Audit Committee during the Financial
Year under review:

During the Financial Year 2025-2026, the Audit
Committee convened four (4) Meetings, held on 28^th
May 2025, 21^st July 2025, 11^th November 2025, and
23^rd February 2026. The details of these Meetings are
provided below:

During the year under review, the Board has accepted
the recommendation of the Audit Committee whenever
received and given, if any, by the same.

Nominations And Remuneration Committee

The Directors of the Company have constituted a
Nomination and Remuneration Committee as required
under the provisions of Section 178 of the Companies
Act, 2013 read with rule 6 of Companies (Meetings of
Board and its Powers) Rules, 2014.

The Members of the Committee are as follows:

Changes in the composition of Nomination and
Remuneration Committee during the Financial Year
2025-2026.

During the year under review, there was reconstitution
of Nomination and Remuneration Committee. Col. Lalit
Rai, VrC (Retd.) was appointed as Chairperson of the
Committee.

Meetings of the Nomination and Remuneration
Committee during the Financial Year under review:

During the Financial Year 2025-26, the Nomination
and Remuneration Committee convened three (3)
Meetings, held on 21^st July 2025, 11^th November 2025,
and 23^rd February 2026. The details of these Meetings
are provided below:

No. of No. of

Names of Members Meetings Meetings

eligible attend attended

Col. Lalit Rai, VrC (Retd.) 3 3

Mr. Umesh Ramaswamy Shastry 3 3

Mr. Nandkumar Athawale 3 3

Further, the Nomination and Remuneration Policy is
available on the website of the Company i.e.
https://www.shreeref.com/invester_3_3.php.

Stakeholder''s Relationship Committee

The Board has constituted Stakeholders Relationship
Committee under the provisions of Section 178(5) of
Companies Act, 2013. The Stakeholders Relationship
Committee consists of following Members:

Further, the detail Composition of the Stakeholders
Relationship Committee is given below: -

Changes in the composition of Stakeholders
Relationship Committee during the Financial Year
2025-26.

During the year under review, the composition of
Stakeholders Relationship Committee was changed.

First Revision: Addition of Col. Lalit Rai (Retd.) and
Commodore Sunil Kaushik, NM, VSM (Retd.) as
Member of committee.

Second Revision: Removal of Col. Lalit Rai (Retd.) as
Member of Committee and appointment of Commodore
Vivek Karnavat as a Chairman of SRC.

Meetings of the Stakeholders Relationship Committee
during the Financial Year under review:

During the Financial Year 2025-26, the Stakeholders
Relationship Committee convened one (01) Meeting,
held on 11^th November 2025. The details of the Meeting
are provided below:

The Committee shall act in accordance with the
terms of reference as approved by the Board and
shall address the grievances and concerns of the
Stakeholders including Investors and the Shareholders
of The Company.

Corporate Social Responsibility Committee

The Board had, at its Meeting held on Monday,
11^th March, 2024 constituted the Corporate Social
Responsibility Committee in accordance with the
provisions of Section 135 of the Companies Act, 2013,
the Committee presently consist (3) Three Executive
Directors and (1) one Independent Director.

Further, the detail Composition of the Corporate Social
Responsibility is given below: -

Changes in the composition of Corporate Social
Responsibility Committee during the Financial Year
2025-26.

During the year under review, Commodore Vivek
Karnavat (Retd.) has been appointed as member of
the Corporate Social Responsibility Committee in the
Company.

The brief terms of reference, number of Meetings
held, attendance of the Members, and other relevant
disclosures as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014
are detailed in the Corporate Social Responsibility
Report, annexed herewith as Annexure II, and forms an
integral part of this Board''s Report.

Corporate Social Responsibility Policy

Corporate Social Responsibility (CSR) plays a
significant role in the development of the Country
and the Company recognizes how important CSR
initiatives can help improve the lives of individuals
and communities. Mahatma Gandhi said that "Wealth
created by the society has to be ploughed back into
the society". The Company had constituted a CSR
Committee to decide upon and implement the CSR
Policy of the Company.

As per the provision of Section 135 the Company
was required to spend Rs.: 27,14,214.16 /- (Rupees
Twenty-Seven Lakhs Fourteen Thousand Two
Hundred and Fourteen and Sixteen Paise Only) during
the Financial Year 2025-26 and the Company has
spent Rs. 35,00,000/- (Rupees Thirty-Five Lakhs Only)
has spent on the areas mentioned under Schedule VII
of Companies Act, 2013.

Meetings of the Corporate Social Responsibility
Committee during the Financial Year under review:

During the Financial Year 2025-26, the Corporate
Social Responsibility Committee convened two (02)
Meeting, held on 10^th April 2025 and 11^th November
2025 respectively. The details of the Meeting are
provided below:

Further, the Annual Report on CSR is annexed and
marked as Annexure II to this Report.

Further, the Corporate Social Responsibility Policy is
available on the website of the Company i.e. https://
www.shreeref.com/invester_3_3.php.

24. Vigil Mechanism / Whistle Blower Policy

During the year, the Board of Directors of the Company
has established vigil mechanism via formulating
and implementing Vigil Mechanism Policy which
is in conformity with the provisions of section 177
of the Companies Act, 2013 and the rules made
thereunder. Further, this policy enables the Directors
and employees to report to the management genuine
concerns and instances of unethical behavior actual
or suspected fraud or violation of the Companies Code
of Conduct.

This vigil mechanism of the Company is overseen
and reviewed by the Audit Committee and which even,
provides adequate safeguard against victimization
of employees and also provide direct access to the
Chairperson of the Audit Committee in exceptional
circumstances.

During the year under review, the Company did not
receive any complaint. None of the personnel of the
Company were denied access to the Audit Committee.
The policy is available on the website of The Company
https://www.shreeref.com/invester_3_3.php.

25. Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013,
Commodore Sunil Kaushik, NM, vSm (Retd.) (DIN:
10581764), Whole-Time Director of the Company
is liable to retire by rotation and being eligible has
offered himself for reappointment at the ensuing 20^th
Annual General Meeting. The Board of Directors of
the Company, based on the recommendation of the
Nomination and Remuneration Committee (NRC), have
recommends his reappointment.

26. Statement by the Board with regard to Integrity,
Expertise and Experience of the Independent Directors
appointed during the year

The Board of Directors is satisfied about the Integrity,
Expertise and Experience including proficiency of the
Independent Directors has been appointed during the
Financial Year under review in the Board of Directors of
the Company and Independent Directors has complied
with the Code for Independent Directors prescribed in
Schedule IV to the Act.

27. Declaration by Independent Directors

All the Independent Directors have submitted a
declaration to the Board that they fulfill the criteria of
Independence as stipulated in Section 149(6) of the
Companies Act, 2013 and that they are not aware of
any circumstances or situation, which exist or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external
influence. As on date, all the Independent Directors on
the Board of the Company have registered themselves
on the Independent Directors'' Databank.

28. Performance Evaluation of the Board, its Committees
and Individual Directors

The Board has established a formal mechanism for
evaluating the performance of the Board as a whole,
its committees, individual Directors and the Chairman
of the Board.

In accordance with the provisions of the Companies
Act, 2013, the annual evaluation process was duly
conducted. The evaluation was carried out using
structured questionnaires, formulated in line with the
Company''s Policy on Performance Evaluation and
Remuneration of Directors.

The evaluation questionnaires were securely circulated
online. The responses and recommendations received
from the Directors were subsequently reviewed and

deliberated upon by the Nomination and Remuneration
Committee (NRC) and the Board at their respective
Meetings.

The evaluation process covered various aspects of
the Board and Committees'' functioning including their
composition, experience, competencies, performance
of specific duties, obligations, governance issues,
attendance and contribution of individual Directors
and the effective exercise of independent judgement.

29. Familiarisation Program for Independent Directors

Regular interactions were held between statutory and
internal auditors and independent Directors. Monthly
/ quarterly updates on relevant statutory, regulatory
changes were circulated to the Directors.

The Directors were also informed of key developments
in the Company. Learning and development sessions
for Independent Directors are conducted, as may be
required on relevant business topics. The internal
newsletters of the Company, the press releases, news
in media about the Company are circulated to all the
Directors so that they are updated about the operations
of the Company. Certain programmes / activities are
merged with the Board/Committee Meetings to suit
the convenience of Directors.

30. Director''s Responsibility Statement

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
the Directors of the Company make the following
statements in terms of Section 134(3) (c) of the
Companies Act, 2013:

a. in the preparation of the annual accounts for
the year ended 31^st March 2026, the applicable
accounting standards read with requirements set
out under Schedule III of Act have been followed
and there are no material departures from the
same;

b. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of Company as at the end of the
Financial Year and of the Profit of the Company for
the year ended on that date;

c. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
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 on
a going concern basis;

e. the Directors had laid down proper internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively in the Company; 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.

31. Statement Concerning Development and
Implementation of Risk Management Policy

Risk Management is an integral part of the Company''s
business strategy. The Board reviews compliance with
risk policies, monitors risk tolerance limits, reviews
and analyses risk exposure related to specific issues
and provides oversight of risk across the organization.
The Board nurtures a healthy and independent risk
management function to inculcate a strong risk
management culture in The Company. The Directors
of the Company periodically review the risk associated
with the business or threatens the prospectus of the
Company.

The key policy is available on the website of The
Companyhttps://www.shreeref.com/invester 3 3.
php.

32. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The details of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are as under:

a. Conservation of Energy:

i. Steps taken or impact on conservation of
energy: Effective energy management is a
critical component of the Company''s overall
business strategy, influencing operational
efficiency, cost control and sustainability goals.
Energy conservation continues to receive
priority attention at all levels. All efforts are
made to conserve and optimize use of energy
with continuous monitoring, improvement in
maintenance and distribution systems and
through improved operational techniques.

ii. Steps taken by the Company for utilizing
alternate source of energy: The Company is
conscious of the need to reduce dependence
on conventional energy sources and is in
the process of evaluating feasible options
for utilizing alternate sources of energy.

The Company''s energy management strategy
is guided by 5 tenets listed below:

• Optimise energy use

• Adaptation of new & emerging technologies,
best practices and digital initiatives

• Utilise low grade waste heat

• Reduce carbon intensity of energy used

• Optimise cost of energy

iii. Capital investment on energy conservation
equipment: Capital investments in energy
conservation equipment are not separately
indicated as they are part of other substantive
capital assets.

b. Technology Absorption:i. Efforts made towards technology absorption:

Updation of technology is a continuous
process, absorption implemented and adapted
by the Company for innovation.

ii. Benefit derived like product improvement,
cost reduction, product development or import

substitution: The Company has been able
to successfully indigenize the tooling to a
large extent and successfully developed new
products by virtue of technology absorption,
adaption and innovation.

iii. In case of imported technology (imported
during the last three years reckoned from the
beginning of the Financial Year): NA

iv. Expenditure incurred on research and
development: NIL

c. Foreign Exchange Earnings/ Outgo:

i. Total foreign exchange earned in terms of
actual inflows during the Financial Year: NIL

ii. Total foreign exchange earned in terms of
actual outgo during the Financial Year: Rs.
2,767 (in Lakhs).

33. Particulars of contracts or arrangements made with
related parties under Section 188 of the Companies
Act, 2013

During the year under review:

a. All contracts/arrangements/transactions entered
into by the Company with related parties were in
the ordinary course of business and conducted on
an arm''s length basis.

b. All material contracts/arrangements/transactions
with related parties were entered into in accordance
with the Company''s Policy on Materiality of Related
Party Transactions and the Policy on Dealing with
Related Party Transactions.

34. Particulars of Employees and related disclosures

The prescribed particulars of employees required
under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are attached as
‘Annexure IN'' and forms a part of this Report.

The information pursuant to Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 pertaining to the top ten
employees in terms of remuneration drawn and their
other details also form a part of this Report. However,
the report and the accounts are being sent to the
Members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open
for inspection at the Registered Office of the Company.
Any member interested in obtaining a copy of the same
may write to [email protected] .

35. Auditors and their Reports
Statutory Auditor

M/s. SSSS & Associates, Chartered Accountants (FRN:
121769W), appointed as the statutory auditors of the
Company in the Annual General Meeting held on 26^th
September, 2024 to hold office from the conclusion of
that Annual General Meeting till the Annual General
Meeting held in the Financial Year 2028-29.

Accordingly, the Audit Report as given by the Statutory
Auditor on the Financial Statements of the Company
for the Financial Year 2025-26, does not include
any qualifications, reservation or adverse remarks.
Therefore, no explanations and comments have
been given by the Board of Directors of the Company
hereunder.

Secretarial Auditor

The Board has appointed M/s. Mohit Singhal &
Associates, Practicing Company Secretary, to conduct
the Secretarial Audit of the Company for the Financial
Year 2025-26. The Secretarial Audit Report of the
Company for the Financial Year ended 31^st March 2026
is annexed and marked as Annexure IV to this Report.
The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Internal Auditor

The Board has appointed M/s. Mayabhate Badve and
Associates, Chartered Accountants (FRN: 148453W)
("Internal Auditors Firm") as the Internal Auditors of the
Company under the provisions of section 138 of the
Act, for conducting the internal audit of the Company
for the Financial Year 2025-26.

During the Financial Year under review, as of 31 ^st
December 2025, the Internal Auditors Firm has
undergone reconstitution due to the admission of
a new partner, Mr. Charudatta Vijay Kendhe, and
the retirement of the existing partners, Mr. Vijay
Purushottam Mayabhate and Mr. Tanmay Ramesh
Bramhe. Pursuant thereto, the Firm was merged into
M/s. CHM & Associates and is continue to operate
under the name M/s. CHM & Associates with the same
Firm Registration Number and Mr. Hrishikesh Badve
continues as the designated signing partner.

Maintenance of Cost Records

Pursuant to the provisions of the Section 148 read with
the Companies (Cost Records and Audit) Rules, 2014,
the Company is not required to make and maintain the
cost records as exempted being a MSME registered
entity.

Accordingly, the maintenance of cost records as
specified under Section 148 of the Act is not applicable
to the Company.

Reporting of Frauds by Auditors

The Auditors of the Company including Statutory and
Cost Auditor have not reported any instance of fraud
is being or has been committed in the affairs of the
Company by its officers or employees pursuant to the
provisions of Section 143(12) of the Companies Act,
2013.

36. Internal Financial Controls

The Company has in place adequate internal financial
controls with reference to Financial Statement of the
Company that commensurate with the size and nature
of its operations of the Company.

Further, the internal financial control system of the
Company is supplemented with internal audits, regular
reviews by the management and checks by Statutory
auditors. These mechanisms provide reasonable
assurance in respect of financial and operational
information, compliance with applicable statutes
safeguarding of assets of the Company, prevention
and detection of frauds, accuracy and completeness
of accounting records and adherence to Company''s
policies.

During the year under review, no material or serious
observation has been received from the Statutory
Auditors of the Company for inefficiency or inadequacy
of such controls.

37. Prevention, Prohibition & Redressal of Sexual
Harassment of women at workplace

The Company is committed to provide a protective
environment at workplace to all its women employees
and accordingly, the Company has taken various
initiatives and measures to protect the interest of the
women employees working in the Company.

In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, during the year
under review the Company has revised constitution of
an Internal Complaints Committee and continued to
address complaints relating to sexual harassment at
the workplace.

During the period under review, the following is
confirmed:

38. Compliance with Maternity Benefit Act, 1961

The Company affirms that it has duly complied with
all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women
employees during the year.

39. Details of significant and material orders passed by
the regulators or courts or tribunal

During the year there were no significant material
orders passed by the Regulators / Courts / Tribunals
which would impact the going concern status of the
Company and its future operations. The Board takes
this opportunity to thank all its employees for their
dedicated service and firm commitment to the goals

of the Company. The Board also wishes to place on
record its sincere appreciation for the wholehearted
support received from Members, clients, bankers and
all other business associates. We look forward to
continued support of all these partners in progress.

40. Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016
during the year alongwith their status as at the end of
the Financial Year

During the Financial Year 2025-26, neither any
application has been made nor any proceeding are
initiated against and/or by the Company under the
Insolvency and Bankruptcy Code, 2016.

41. Details of difference between amount 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

The Company has not made any settlement with the
Banks and Financial Institutions. Therefore, there
is nothing to report under this for the Financial Year
under review.

42. Company''s Website

The Company has its fully functional website https://
www.shreeref.com/index.php 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, details of Board Committees, Corporate
Policies/ Codes, business activities and current affairs
of the Company.

43. Disclosure of Accounting Treatment

The Company has not followed any treatment which
is different from that prescribed in the applicable
Accounting Standards. Therefore, there is no
requirement by the management to furnish any
explanation in relation thereto.

44. Prevention of Insider Trading

The Company has adopted a Code of Conduct for
prevention of insider trading with a view to regulate
trading in securities by the Directors and designated
employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company shares
by the Directors and the designated employees
while in possession of unpublished price sensitive
information in relation to the Company and during
the period when the Trading Window is closed. The
Board is responsible for implementation of the Code of
Conduct. All Directors and the designated employees
have confirmed compliance with the Code.

45. Corporate Governance

The Company practices a culture that is built on
core values and ethical governance practices and is
committed to transparency in all its dealings. Further,
the provisions of Regulation 15 of SEBI (Listing
Obligation & Disclosure Requirements), Regulation,

2015, exempt the Companies which have listed their
specified securities on the SME Exchange to make
the detailed disclosures in the Annual Report on the
Corporate Governance as provided in Para C, D and E
of Schedule V of SEBI (Listing Obligation & Disclosure
Requirements), Regulation, 2015.

Since, the equity share capital of the Company is
listed exclusively on the SME Platform of BSE and
accordingly, The Company has not made detailed
disclosures on the Corporate Governance in the Annual
Report. However, The Company is in compliance to the
extent of applicable sections of the Companies Act,
2013 with regard to Corporate Governance.

46. Explanation for Deviation(S) or Variation(S) in
accordance with Regulation 32 of SEBI (lOdR)
Regulations, 2015

The provisions of Regulation 32 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 are applicable to the Company
during the Financial Year under review.

The Company has duly complied with the requirements
of Regulation 32 and has submitted the Statement of
Deviation(s) or Variation(s) regarding the utilization
of proceeds to the Stock Exchange(s) within the
prescribed statutory timelines. The same has also
been placed on the website of the Company in
accordance with the applicable regulations.

47. Acknowledgments

The Directors of the Company gratefully acknowledge
all stakeholders of the Company for the co-operation
and assistance received from financial institutions,
Government Authorities, Customers, Members,
dealers, vendors, banks and other business partners
during the Financial Year. The Directors of the Company
place on record their deep sense of appreciation
for the commitment displayed by the employees,
executives, staff and workers of the Company who
have contributed to the growth and performance of
The Company. The Directors of the Company look
forward to the continued support of all stakeholders
in the future.

BY ORDER OF THE BOARD
FOR SHREE REFRIGERATIONS LIMITEDRajashri Ravalnath Shende Ravalnath Gopinath Shende

Whole Time Director Managing Director

DIN:02028006 DIN:02028020

Address: 19, Vidyanagar Address: 19, Vidyanagar

Date: 18/07/2026 Housing Society, Saidapur, Housing Society, Saidapur,

Place: Karad Satara-415124, Maharashtra Satara-415124, Maharashtra

Your Directors have pleasure to present the 19^th Annual Report on the business and operations of the Company and Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS / FINANCIAL HIGHLIGHTS

The Company’s performance for the financial year under review along with the previous financial year’s figures are given hereunder:

KEY HIGHLIGHTS OF THE COMPANY’S FINANCIAL PERFORMANCE FOR THE YEAR ENDED MARCH 31, 2025 ON STANDALONE & CONSOLIDATED BASIS ARE AS UNDER

STATE OF COMPANY’S AFFAIRS

i. Standalone

• During the financial year, the Company has earned total revenue of Rs. 9,909.13/- Lakhs as compared to the previous financial year total revenue of Rs. 8,142.11/- Lakhs and has taken various initiatives and measures which not merely help the Company to raise funds and expand its business but even lead to the Company to the next path of its growth and development by strengthening its financial position and competing effectively in the market.

• During the financial year, the Net Profit, amounted to Rs. 1,299.71/- Lakhs as compared to the previous financial year Net Profit of Rs. 1,102.89/- Lakhs.

ii. Consolidated

• During the financial year, the Company has earned Consolidated total income of Rs. 9,909.13/- Lakhs as compared to the previous financial year Rs. 8142.13/- Lakhs.

• During the financial year, the Consolidated Net Profit amounted to Rs. 1261.38/- Lakhs as compared to the previous year Net Profit of Rs. 1032.10/- Lakhs.

REVIEW OF OPERATIONS

Your company is a leading player in Design, Supply and Installation of HVAC in Defence Segment and specific to Indian Navy, as well as produces high-quality chillers for the chemical and pharmaceutical sectors. We also specialize in value-added fabrication for engineering industries.

In the Marine/Naval sectors, we recognize the essential role that temperature control plays. Our chillers are designed with cutting-edge technology and advanced features to ensure optimal performance, energy efficiency, and compliance with strict regulatory standards.

With 40 years of experience and technical expertise, we have built a strong reputation for delivering reliable, efficient, and customized solutions to meet the unique demands of our clients.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of your Company during the financial year 20242025.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves out of the profits for the financial year ended on 31^st March, 2025.

DIVIDEND

To strengthen the financial position of the Company and its future business expansion plans, the Board of Directors of your Company has decided not to recommend any dividend for the financial year 20242025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE DATE OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

After the close of the financial year 2024-25, a significant development occurred in the Company’s corporate journey. On December 30, 2024, the Company filed its Draft Red Herring Prospectus (DRHP) with the SME Platform of BSE Limited in connection with its proposed Initial Public Offering (IPO).

Subsequently, the Company obtained in-principle approval from BSE SME on May 30, 2025.

Following receipt of this approval, the Company successfully completed its IPO process and was listed on the BSE SME Platform on August 1, 2025. This listing marks a major milestone in the Company’s growth trajectory and is expected to enhance its market presence, strengthen its operational and financial position, and facilitate the creation of long-term value for stakeholders by providing improved access to capital markets.

LISTING OF SHARES BY WAY OF INITIAL PUBLIC OFFER (IPO) ON BSE SME PLATFORM

The shares of the Company were listed on the Small and Medium Enterprises (SME) Platform of the Bombay Stock Exchange of India Limited w.e.f. August 01, 2025.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

During the year under review:

i. Adoption of new Articles of Association

During the financial year 2024-25, the Company adopted a new set of Articles of Association in compliance with the applicable provisions of the Companies Act, 2013 and in alignment with the requirements of a listed entity.

Pursuant to the approval of the shareholders at their meeting held on 03^rd June, 2024, the Company adopted a new set of Articles of Association of the Company, thereby completely replacing and substituting the existing Articles of Association of the Company. This adoption was undertaken to ensure alignment with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and to comply with the listing requirements of the stock exchange(s) where the securities of the Company are proposed to be listed.

ii. Alteration of Memorandum of Association

In preparation for the Initial Public Offering (IPO) and with a view to align the objects of the Company with its future business strategy and the requirements of the stock exchange, the shareholders, at their meeting held on 25^th November, 2024, approved the alteration of the Memorandum of Association of the Company.

During the financial year 2024-25, your Company has carried out alterations to the Memorandum of Association by insertion /substitution of sub-clause III (a) (1) after inserting new sub-clauses III (a)(1) to (5) and new sub-clauses III (b)(10) to (28), along with the deletion of certain existing sub-clauses. Additionally, the remaining sub-clauses were renumbered sequentially from (29) to (70) to Memorandum of Association of the Company.

iii. Adoption of Altered Articles of Association

In preparation for the Initial Public Offering (IPO) and with a view to align the Company’s governance framework with the regulatory requirements applicable to listed entities, the shareholders, at their meeting held on 16^th December 2024, approved the adoption of a revised set of Articles of Association.

During the financial year 2024-25, Your Company adopted a new set of Articles of Association by replacing the existing Articles of Association by deleting entire Part B of the existing Articles of Association. This substitution was undertaken in order to align with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the listing requirements of the stock exchange(s) where the securities of the Company are proposed to be listed.

DETAILS OF SUBSIDIARIES, ASSOCIATE COMPANIES OR JOINT VENTURES

Trezor Technologies Private Limited is the subsidiary of the Company in terms of provisions of Section 2(87) of Companies Act, 2013 and details of their performance are furnished in Form AOC-1, attached as ANNEXURE -II to this report.

During the year under review, there are no companies which have become or ceased to be joint venture or associates of your Company.

DEPOSITS

During the year under review, your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there is no unpaid deposit lying with the Company for the period under review.

LOAN FROM DIRECTORS OR DIRECTOR’S RELATIVE

During the year under review, the outstanding amount of loans taken from the Directors of the Company or their relatives stood at Rs. 247.59/- Lakhs as on 31^st March, 2025. The Company has repaid this loan in the month of May, 2025.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The particulars of loans, guarantees or securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the financial statements.

ANNUAL RETURN

An Annual Return of your Company as referred in sub-section (3) of section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, will be available on the website of the Company and the web link of the same is https://www.shreeref.com/invester 2 4.php.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

Pursuant to the provisions of the Secretarial Standards, a statement is hereby given that your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and made applicable as per Section 118(10) of the Companies Act, 2013, while conducting and organizing the Board and General Meetings.

CHANGES IN CAPITAL STRUCTURE OF YOUR COMPANY

i. Authorised Capital

Your Company’s Authorised Capital of the Company is Rs. 25,10,00,000/- (Rupees Twenty-Five Crores Ten Lakhs only) divided into 12,55,00,000 (Twelve Crores Fifty-Five Lakhs) Equity shares of face value of Rs. 2/- each (Rupees Two only) each fully paid.

During the year under review, there are no changes in the Authorized share capital of your Company.

ii. Issued and Paid-up Share Capital

During the year under review, your Board of Directors of the Company has made an allotment of shares by way of the private placement:

Accordingly, as on March 31, 2025, paid-up capital of the Company has increased from Rs. 4,89,81,700/- consisting of 2,44,90,850 equity shares of Rs. 2 each per share to Rs. 5,61,38,818/-Lakhs consisting of 2,80,69,409 equity shares of Rs. 2 each per share.

iii. Stock Option Plan:

The Board of Directors of the Company has created an “Shree Refrigerations Limited Employee Stock Option Plan-September 2024” (“SRL ESOP September 2024”) which was duly approved by the shareholders at their meeting held on 30^th September, 2024.

Pursuant to the said plan, the Company has granted 7,00,750 (Seven Lakh Seven Hundred and Fifty) Employee Stock Options to the eligible Employees of the Company under the SRL ESOP September 2024, at an Exercise Price Rs. 2/- per options stock options to eligible employees under the ESOP Scheme, in accordance with the terms and conditions approved.

CAPITAL EXPENDITURE:

As on 31^st March, 2025, the gross property, plant and equipment, investment property and intangible assets were at Rs. 2,620.02/- Lakhs and the net property, plant and equipment, investment property and Intangible assets were at Rs. 1,789.99/- Lakhs.

During the year under review, the Capital expenditure amounted to Rs. 1,350.51/- Lakhs.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

The Board of Directors of your Company is duly constituted. None of the Directors of the Company are disqualified under the provisions of Companies Act, 2013.

Accordingly, ss on March 31, 2025, the composition of the Board of Directors of the Company is as per below:

Further, there is change in the constitution of the Board of Directors of the Company pursuant to the proposed Initial Public Offering during the financial year under review and accordingly, your Company has appointed Managing Director, Whole-Time Director and Independent Director in its composition in order to make compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and to enhance the corporate governance. The detail of the Directors and Key Managerial Personnel has been appointed and resigned during the financial year is given hereunder:

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Twenty Board Meetings were held during the Financial Year 2024-2025. The detailed Agenda and Notice for the Meetings were prepared and circulated in advance to the Directors within the prescribed time. The intervening gap between the two consecutive meetings was not more than the period prescribed under the Companies Act, 2013.

Further, details regarding the number, date of meetings and attended by each director are as given hereunder:

RETIREMENT BY ROTATION

Pursuant to Section 152 of the Companies Act 2013, Ms. Devashree Vishwesh Nampurkar (DIN: 03339312), Whole-Time Director of the Company is liable to retire by rotation and being eligible has offered herself for reappointment at the ensuing Annual General Meeting. The Board recommends her reappointment.

STATEMENT BY THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Your Board of Directors is satisfied about the Integrity, Expertise and Experience including proficiency of the Independent Directors appointed during the financial year under review in the Board of Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration to the Board that they fulfill the criteria of Independence as stipulated in Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. As on date, all the Independent Directors on the Board of Your Company have registered themselves on the Independent Directors’ Databank.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has established a formal mechanism for evaluating the performance of the Board as a whole, its Committees, individual Directors, and the Chairman of the Board.

In accordance with the provisions of the Companies Act, 2013, the annual evaluation process was duly conducted. The evaluation was carried out using structured questionnaires, formulated in line with the Company’s Policy on Performance Evaluation and Remuneration of Directors.

The evaluation questionnaires were securely circulated. The responses and recommendations received from the Directors were subsequently reviewed and deliberated upon by the Nomination and Remuneration Committee (NRC) and the Board at their respective meetings.

The evaluation process covered various aspects of the Board and Committees’ functioning including their composition, experience, competencies, performance of specific duties, obligations, governance issues, attendance and contribution of individual directors and the effective exercise of independent judgement.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Regular interactions were held between statutory and internal auditors and independent directors. Monthly / quarterly updates on relevant statutory, regulatory changes were circulated to the Directors.

The Directors were also informed of key developments in the Company. Learning and development sessions for Independent Directors are conducted, as may be required on relevant business topics. Certain programmes / activities are merged with the Board/Committee meetings to suit the convenience of Directors.

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 Your Company at the end of the financial year and of the loss of Your Company for that period;

(iii) 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 Your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors had laid down proper internal financial controls and that internal financial controls are adequate and operating effectively in Your Company;

(vi) 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.

DISCLOSURE RELATED TO COMMITTEES AND POLICY

Audit Committee

The Board had, at its meeting held on Monday, 11^th March, 2024, constituted the Audit Committee in accordance with the provisions of Section 177 of Companies Act, 2013 and the Audit committee comprises of 3 (Three) members and the majority of members are Independent Directors.

The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & finance, banking, corporate laws, and governance matters. The Company Secretary of your Company will act as the Secretary of the Committee.

The detail composition of the Audit Committee as on March 31, 2025 is given below:

Changes in the composition of Audit Committee during the Financial Year 2024-2025:

During the year under review, there was no change in the composition of the Audit Committee in the Company.

Meetings of the Audit Committee during the Financial Year under review:

During the Financial Year 2024-2025 the Audit Committee held five (5) meetings held on 23.04.2024, 03.05.2024, 29.05.2024, 12.09.2024 and 16.12.2024.

During the year under review, the Board has accepted the recommendation of the Audit Committee whenever received and given, if any, by the same.

Nominations And Remuneration Committee

The Board had, at its meeting held on Monday, 11^th March, 2024 constituted the Nomination and Remuneration Committee In accordance with the provisions of Section 178 of Companies Act, 2013, the committee presently consist of 3 (Three) Non-Executive Directors and majority are Independent Directors. The Company Secretary of your Company will act as the Secretary of the Committee.

Further, the detail Composition of the Nomination and Remuneration Committee is given below:

Changes in the composition of Nomination and Remuneration Committee during the Financial Year 2024-2025.

During the year under review, there was no change in the composition of the Nomination and Remuneration Committee in the Company.

Meetings of the Nomination and Remuneration Committee during the Financial Year under review:

During the Financial Year 2024-2025 the Nomination and Remuneration Committee held Three (3) meetings held on 19.11.2024, 22.11.2024 and 03.12.2024.

Nomination And Remuneration Policy

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of your Company has framed a policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered in the ambit of policy inter-alia include as follows:

(i) Objectives;

(ii) Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee;

(iii) Formulation of Appointment criteria and Qualifications for Director, Key Managerial Personnel and Senior Management;

(iv) Recommendation of Remuneration to the Board for Whole Time Directors, Key Managerial Personnel and Senior Management Personnel;

Further, the Nomination and Remuneration Policy is available on the website of your Company i.e. https://www.shreeref.com/invester 3 3.php

Stakeholder’s Relationship Committee

The Board had, at its meeting held on Monday, 11^th March, 2024 constituted the Stakeholders Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013, the Committee presently consist of three Directors out of which Chairman is Non-Executive Independent Directors of the Company and the Company Secretary of your Company will act as the Secretary of the Committee.

Further, the detail Composition of the Stakeholders Relationship Committee is given below:

Changes in the composition of Stakeholders Relationship Committee during the Financial Year 2024-2025.

During the year under review, there was no change in the composition of the Stakeholders Relationship Committee in the Company.

Meetings of the Stakeholders Relationship Committee during the Financial Year under review:

During the Financial Year 2024-2025 the Stakeholders Relationship Committee held One (01) meetings held on 26.08.2024.

The Committee shall act in accordance with the terms of reference as approved by the Board and shall address the grievances and concerns of the Stakeholders including Investors and the Shareholders of Your Company.

Corporate Social Responsibility Committee

The Board had, at its meeting held on Monday, 11^th March, 2024 constituted the Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013, the Committee presently consist 3 (Three) Executive Directors and 1 (one) Independent Director.

Further, the detail Composition of the Corporate Social Responsibility is given below:

Changes in the composition of Corporate Social Responsibility Committee during the Financial Year 2024-2025.

During the year under review, there was no change in the composition of the Corporate Social Responsibility Committee in the Company.

The brief terms of reference, number of meetings held, attendance of the members, and other relevant disclosures as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are detailed in the Corporate Social Responsibility Report, annexed herewith as Annexure III, and forms an integral part of this Board’s Report.

Corporate Social Responsibility Policy

Corporate Social Responsibility (CSR) plays a significant role in the development of the Country and the Company recognizes how important CSR initiatives can help improve the lives of individuals and communities. Mahatma Gandhi said that “Wealth created by the society has to be ploughed back into the society”. The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.

As per the provision of Section 135 the Company was required to spend Rs. 18,20,259/- (Rupees Eighteen Lakhs Twenty Thousand Two Hundred and Fifty-Nine Only) during the F.Y. 2024-25 Rs. 20,94,400/- (Rupees Twenty Lakhs Ninety-Four Thousand and Four Hundred Only) has been spent on the areas mentioned under Schedule VI of Companies Act 2013.

Further, the Annual Report on CSR is annexed and marked as Annexure III to this Report.

Further, the Corporate Social Responsibility Policy is available on the website of your Company i.e. https://www.shreeref.com/invester 3 3.php.

Vigil Mechanism / Whistle Blower Policy

During the year, the Board of Directors of your Company has established vigil mechanism via formulating and implementing Vigil Mechanism Policy which is in conformity with the provisions of section 177 of the Companies Act, 2013 and the rules made thereunder. Further, this policy enables the Directors and employees to report to the management genuine concerns and instances of unethical behavior actual or suspected fraud or violation of Your Company Code of Conduct.

This vigil mechanism of your Company is overseen and reviewed by the Audit Committee and which even, provides adequate safeguard against victimization of employees and also provide direct access to the Chairperson of the Audit Committee in exceptional circumstances.

During the year under review, your Company did not receive any complaint. None of the personnel of your Company were denied access to the Audit Committee. The policy is available on the website of Your Company https://www.shreeref.com/invester 3 3.php.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Risk Management is an integral part of your Company’s business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate a strong risk management culture in Your Company. Your Directors periodically review the risk associated with the business or threatens the prospectus of the Company.

The key policy is available on the website of Your Company https://www.shreeref.com/invester 3 3.php.

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

The details of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of the transactions entered with related parties during the financial year ended 31^st March 2025, have been set out in FORM AOC-2 in Annexure IV. Further, it is mentioned that Related Party Transactions entered during the financial year with the related parties is in the ordinary course of business and on the arm length basis.

PARTICULARS OF EMPLOYEES

Particulars of employees as required in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure- V.

AUDITORS AND THEIR REPORTS

Statutory Auditor

M/s. SSSS & Associates, Chartered Accountants (FRN: 121769W), appointed as the statutory auditors of the Company in the Annual General Meeting held on September 26, 2024 to hold office from the conclusion of that Annual General Meeting till the Annual General Meeting held in the financial year 2028-29.

Accordingly, the Audit Report as given by the Statutory Auditor on the financial statements of the Company for the financial year 2024-2025, does not include any qualifications, reservation or adverse remarks. Therefore, no explanations and comments have been given by the Board of Directors of your Company hereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, secretarial audit is applicable to the Company from financial year 2025-26.

Accordingly, the Company is not required to obtain a Secretarial Audit Report for the financial year under review.

Internal Auditor

During the financial year under review, your Company has appointed M/s. R Senapati & Associates LLP, Chartered Accountants (FRN: 150841W/W100871), as the Internal Auditors of the Company under the provisions of section 138 of the Act, for conducting the internal audit of the Company for the financial year 2024-25.

Maintenance of Cost Records

Pursuant to the provisions of the Section 148 read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to made and maintain the cost records.

Accordingly, the maintenance of cost records as specified under Section 148 of the Act is not applicable to the Company.

Auditor’s Report

The Statutory Auditor''s Report on the financial statements of the Company for the financial year ended on 31^st March 2025 does not contain any qualification, reservation or adverse remark or disclaimer. Therefore, no explanations and comments have been given by the Board of Directors of your Company hereunder.

Reporting of Frauds by Auditors

The Auditors of your Company including Statutory and Cost Auditor have not reported any instance of fraud is being or has been committed in the affairs of the Company by its officers or employees pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statement of the Company that commensurate with the size and nature of its operations of the Company and has been operating satisfactorily.

Further, the internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by Statutory auditors. These mechanisms provide reasonable assurance in respect of financial and operational information, compliance with applicable statutes safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and adherence to Company’s policies.

During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

PREVENTION. PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a protective environment at workplace to all its women employees and accordingly, the Company has taken various initiatives and measures to protect the interest of the women employees working in the Company.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee to address complaints relating to sexual harassment at the workplace.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, clients, bankers and all other business associates. We look forward to continued support of all these partners in progress.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, neither any application has been made nor any proceeding are initiated against and/or by the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT 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

Your Company has not made any settlement with the Banks and Financial Institutions. Therefore, there is nothing to report under this for the financial year under review.

COMPANY’S WEBSITE

Your Company has its fully functional website https://www.shreeref.com/index.php 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, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is attached with this report.

DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has not followed any treatment which is different from that prescribed in the applicable Accounting Standards. Therefore, there is no requirement by the management to furnish any explanation in relation thereto.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code of Conduct. All Directors and the designated employees have confirmed compliance with the Code.

CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. Further, the provisions of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, exempt the Companies which have listed their specified securities on the SME Exchange to make the detailed disclosures in the Annual Report on the Corporate Governance as provided in Para C, D and E of Schedule V of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015.

Since, the equity share capital of the Company is listed exclusively on the SME Platform of BSE and accordingly, Your Company has not made detailed disclosures on the Corporate Governance in the Annual Report. However, Your Company is in compliance to the extent of applicable sections of the Companies Act, 2013 with regard to Corporate Governance.

EXPLANATION FOR DEVIATION(S) OR VARIATIONS IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS. 2015

The provisions of Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company during the financial year under review.

Therefore, the Company is not required to furnish an explanation in relation to the variation or deviation as stipulated under Regulation 32 of SEBI (LODR) Regulations, 2015.

ACKNOWLEDGMENTS

Your Directors gratefully acknowledge all stakeholders of Your Company for the co-operation and assistance received from financial institutions, Government Authorities, Customers, members, dealers, vendors, banks and other business partners during the financial year. Your Directors place on record their deep sense of appreciation for the commitment displayed by the employees, executives, staff and workers of Your Company who have contributed to the growth and performance of Your Company. Your Directors look forward to the continued support of all stakeholders in the future.