Your Directors have pleasure to present the 19th Annual Report on the business and operations of the Company and Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31st 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:
Amount (in lakhs)
|
Particulars
|
STANDALONE
|
CONSOLIDATED
|
Year Ended 31st March, 2025
|
Year Ended 31st March 2024
|
Year Ended 31st March 2025
|
Year Ended 31st March 2024
|
Revenue from Operations
|
9872.70
|
8030.55
|
9872.70
|
8030.55
|
Other Income
|
36.43
|
111.56
|
36.43
|
111.58
|
Total Revenue
|
9909.13
|
8142.11
|
9909.13
|
8142.13
|
Less: Total Expense
|
8040.48
|
6406.38
|
8056.69
|
6451.64
|
Profit /loss before Exceptional items and Tax Expense
|
1868.65
|
1735.73
|
1852.44
|
1690.48
|
Add/(less): Exceptional items
|
0
|
0
|
0
|
04.53
|
Profit /loss before Tax Expense
|
1868.65
|
1735.73
|
1852.44
|
1685.95
|
Less: Tax Expense (Current & Deferred)
|
568.94
|
628.30
|
591.06
|
653.85
|
Profit /loss for the year after tax
|
1299.71
|
1102.89
|
1261.38
|
1032.10
|
Other Comprehensive Income/loss
|
0
|
0
|
0
|
0
|
Add: Balance B/F from the previous Year
|
0
|
0
|
0
|
0
|
Balance Profit / (Los; C/F to the next year
|
1299.71
|
1102.89
|
1261.38
|
1032.10
|
KEY HIGHLIGHTS OF THE COMPANY’S FINANCIAL PERFORMANCE FOR THE YEAR ENDED MARCH 31, 2025 ON STANDALONE & CONSOLIDATED BASIS ARE AS UNDER
Particulars
|
Standalone
|
Consolidated
|
Value of sales and services
|
Rs. 9,867.58 Lakhs
|
Rs.
|
9,867.58 Lakhs
|
Exports for the year
|
Rs. 5.12 Lakhs
|
Rs.
|
5.12 Lakhs
|
Net Profit for the year
|
Rs. 1,299.71 Lakhs
|
Rs.
|
1,261.38 Lakhs
|
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 31st 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 03rd 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 25th 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 16th 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 31st 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:
S.
No.
|
Date of Allotment
|
Type of Shares
|
Face Value (In Rs.)
|
No. of Shares issued
|
1
|
11/11/2024
|
Equity Shares
|
Rs. 2/-
|
19,51,225
|
2
|
19/11/2024
|
Equity Shares
|
Rs. 2/-
|
6,50,409
|
3
|
03/12/2024
|
Equity Shares
|
Rs. 2/-
|
9,76,925
|
Total
|
35,78,559
|
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 30th 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 31st 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:
S.no.
|
Name of Director/ Key Managerial Personnel
|
Designation
|
1.
|
Mr. Ravalnath Gopinath Shende
|
Managing Director
|
2.
|
Ms. Rajashri Ravalnath Shende
|
Whole-Time Director
|
3.
|
Ms. Devashree Vishwesh Nampurkar
|
Whole-Time Director
|
4.
|
Commodore Sunil Kaushik, NM, VSM (Retd.)
|
Whole-Time Director
|
5.
|
Mr. Umesh Ramaswamy Shastry
|
Independent Director
|
6.
|
Col. Lalit Rai, VrC (Retd.)
|
Independent Director
|
7.
|
Mr. Nandkumar Madhav Athawale
|
Independent Director
|
8.
|
Commodore Vivek Karnavat (Retd.)
|
Independent Director
|
9.
|
Mr. Abhijit Govind Saoji
|
CEO
|
10.
|
Mr. Manoj Mahavir Kothale
|
CFO
|
11.
|
Ms. Ashvini Ghanashyam Godbole
|
Company Secretary
|
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:
S.no.
|
Name of Director/ Key Managerial Personnel
|
Designation/Change in Designation
|
Date of Event
|
Nature of Change
|
1.
|
Mr. Ravalnath Gopinath Shende
|
Managing Director
|
26/09/2024
|
Re
Appointment
|
2.
|
Commodore Sunil Kaushik, NM, VSM (Retd.)
|
Whole-Time Director
|
25/11/2024
|
Appointment
|
3.
|
Commodore Vivek Karnavat (Retd.)
|
Independent Director
|
25/11/2024
|
Appointment
|
4.
|
Mr. Sudhakar Khirai
|
Company Secretary
|
28/11/2024
|
Resignation
|
5.
|
Ms. Ashvini Ghanashyam Godbole
|
Company Secretary
|
28/11/2024
|
Appointment
|
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:
S.no
|
Date of Board Meetings
|
Total Strength of the Board
|
Directors Present
|
1.
|
02/05/2024
|
6
|
6
|
2.
|
10/05/2024
|
6
|
6
|
3.
|
08/06/2024
|
6
|
6
|
4.
|
30/07/2024
|
6
|
6
|
5.
|
26/08/2024
|
6
|
6
|
6.
|
31/08/2024
|
6
|
6
|
7.
|
06/09/2024
|
6
|
6
|
8.
|
22/09/2024
|
6
|
6
|
9.
|
04/10/2024
|
6
|
6
|
10.
|
05/10/2024
|
6
|
6
|
11.
|
11/11/2024
|
6
|
6
|
12.
|
18/11/2024
|
6
|
6
|
13.
|
19/11/2024
|
6
|
6
|
14.
|
20/11/2024
|
6
|
6
|
15.
|
28/11/2024
|
8
|
8
|
16.
|
03/12/2024
|
8
|
8
|
17. |
|
| 12/12/2024
|
8
|
8
|
18. |
|
| 30/12/2024
|
8
|
8
|
19. |
|
06/01/2025
|
8
|
8
|
20. |
|
13/03/2025
|
8
|
7
|
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS
|
|
|
Name of the Directors
|
No. of Board Meetings Eligible to attend
|
No. of Board Meetings attended
|
Mr. Ravalnath Gopinath Shende
|
20
|
20
|
Ms. Rajashri Ravalnath Shende
|
20
|
20
|
Ms. Devashree Vishwesh Nampurkar
|
20
|
20
|
Commodore Sunil Kaushik, NM, VSM (Retd.)
|
06
|
05
|
Mr. Umesh Ramaswamy Shastry
|
20
|
20
|
Col. Lalit Rai, VrC (Retd.)
|
20
|
20
|
Mr. Nandkumar Madhav Athawale
|
20
|
20
|
Commodore Vivek Karnavat (Retd.)
|
06
|
06
|
NUMBER OF MEETINGS OF THE SHAREHOLDER!S) HELD DURING THE FINANCIAL
|
YEAR 2024-2025
|
S.no
|
Type of Meeting
|
Date of EGM/AGM Meetings
|
No. of Shareholders attended meeting
|
1.
|
Extra-Ordinary General Meeting
|
03.06.2024
|
7
|
2.
|
Annual General Meeting
|
26.09.2024
|
7
|
3.
|
Extra-Ordinary General Meeting
|
30.09.2024
|
7
|
4.
|
Extra-Ordinary General Meeting
|
25.11.2024
|
7
|
5.
|
Extra-Ordinary General Meeting
|
16.12.2024
|
7
|
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, 11th 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:
S.no.
|
Name of Committee Member
|
Nature of Directorship
|
Chairman/
Member
|
1.
|
Mr. Umesh Ramaswamy Shastry
|
Independent Director
|
Chairman
|
2.
|
Mr. Ravalnath Gopinath Shende
|
Managing Director
|
Member
|
3.
|
Col. Lalit Rai, VrC (Retd.)
|
Independent Director
|
Member
|
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, 11th 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:
S.no.
|
Name of Committee Member
|
Nature of Directorship
|
Chairman/
Member
|
1.
|
Mr. Umesh Ramaswamy Shastry
|
Independent Director
|
Chairman
|
2.
|
Col. Lalit Rai, VrC (Retd.)
|
Independent Director
|
Member
|
3.
|
Mr. Nandkumar Athawale
|
Independent Director
|
Member
|
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, 11th 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:
S.no.
|
Name of Committee Member
|
Nature of Directorship
|
Chairman/
Member
|
1.
|
Mr. Umesh Ramaswamy Shastry
|
Independent Director
|
Chairman
|
2.
|
Mr. Ravalnath Gopinath Shende
|
Managing Director
|
Member
|
3.
|
Ms. Rajashri Ravalnath Shende
|
Whole-Time Director
|
Member
|
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, 11th 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:
S.no.
|
Name of Committee Member
|
Nature of Directorship
|
Chairman/
Member
|
1.
|
Ms. Rajashri Ravalnath Shende
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Whole-Time Director
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Chairman
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2.
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Mr. Nandkumar Athawale
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Independent Director
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Member
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3.
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Mr. Ravalnath Gopinath Shende
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Managing Director
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Member
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4.
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Ms. Devashree Vishwesh Nampurkar
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Whole-Time Director
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Member
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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:
i. Conservation of Energy:
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(a)
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The Steps taken or impact on conservation of Energy
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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.
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(b)
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The Steps taken by Your Company for utilizing alternate source of energy
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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. Appropriate steps will be taken in the future based on technical and commercial viability.
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(c)
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The Capital Investment on energy conservation equipment
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Capital investments in energy conservation equipment are not separately indicated as they are part of other substantive capital assets.
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ii. Technology Absorption:
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(a)
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The Efforts made towards technology absorption
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Updation of technology is a continuous process, absorption implemented and adapted by Your Company for innovation.
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(b)
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The benefit derived like product improvement, cost reduction, product development or import substitution
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Your Company had been able to successfully indigenize the tooling to a large extent and successfully developed new products by virtue of technology absorption, adaption and innovation
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(c)
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In case of Imported technology (imported during the last three years reckoned from the beginning of the Financial Year)
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NA
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(d)
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the expenditure incurred on NIL Research and Development
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iii. Foreign Exchange Earnings/ Outgo:
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(a)
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Total Foreign exchange earned in terms of actual inflows during the Financial Year
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Rs. 5.12 (in Lakhs)
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(b)
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Total Foreign exchange expenditure in terms of actual outgo during the Financial Year
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Rs. 2,250.79 (in Lakhs)
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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 31st 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 31st 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.
D
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uring the period under review, the following is confirmed:
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i.
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Number of complaints of sexual harassment received in the year |
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0
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“1
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2-
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Number of complaints disposed off during the year |
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0
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1
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3-
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Number of cases pending for more than ninety days |
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0
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1
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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.
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