Shahi Shipping Ltd Directors Report

To,

The Members,

Shahi Shipping Limited

Your directors are presenting 35th Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31 ^st March, 2025.

1. FINANCIAL STATEMENTS & RESULTS: I. FINANCIAL RESULTS:

The Companys performance for the year ended 31^st March 2025 as compared to the previous financial below:

(Rs. In Lakhs)

Particulars	Standalone
	FY 2024-25	FY 2023-24
Revenue from Operations	1,057.93	1242.60
Other Income	10.66	146.46
Total Revenue	1,068.60	1389.05
EBITDA	319.62	347.89
Finance Cost	67.52	57.05
Depreciation	48.64	45.53
Profit Before Exceptional Items and Tax	203.28	245.31
Less: Exceptional Items	(576.68)	-
Profit Before Tax	(373.40)	245.32
Tax Expenses (Current Tax & Deferred Tax)	33.52	(13.28)
Profit After Tax	(356.64)	258.59

II. OPERATIONS:

The Shahi Shipping Limited operates in the field of transportation of cargo and lighter age operation in the inland water limits of any port of India. The Company owns 8 vessels and are operating with various private and Government bodies. The size of the vessels ranges between DWT 150 tons to DWT 3500 tons. The Company has expertise in designing low draft vessels suitable for operations on Indian coasts. During the reporting financial year, there was no change in nature of business activity.

The highlights of the Companys performance on standalone basis are as under:

Revenue from Operation in the Financial Year 2025 is Rs. 1.057.93 lakhs as compared to Rs. 1,242.60 lakhs in previous Financial Year 2024.

EBITDA in Financial Year 2025 is Rs. 319.62 lakhs as compared to 347.89 lakhsin previous Financial Year 2025.

Profit Before Tax is Rs. (373.40) lakh in Financial Year 2025 as compared to Profit of Rs. 245.31 lakhs in previous Financial Year 2024.

Profit After Tax is Rs. (356.64) lakhs in Financial Year 2025 as compared to Profit of Rs. 258.59 lakhs in previous

Financial Year 2024.

2. DIVIDEND:

In order to conserve the resources of company, the directors are not recommending any dividend for the FY 2024-25.

3. AMOUNT TRANSFERRED TO RESERVES:

The Board hasnt recommended any amount to be transferred to the reserves for the financial year under review.

4. 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.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companys website www.shahilogistics.com

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture and associate companies.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March, 2025 to which these financial statements relate and the date of this report.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the year under review, all contracts / arrangements / transactions entered into by the Company with related parties were approved by the Audit Committee and were in the ordinary course of business and on arms length basis. Prior omnibus approval is obtained for related party transactions which are repetitive in nature and entered in the ordinary course of business and on arms length basis.

The Policy on dealing with Related Party Transactions may be accessed on the Companys website at the link: www. shahilogistics.com 10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of

Section 186 of the Companies Act, 2013 if any, have been disclosed in the notes to the standalone financialstatements forming part of the Annual Report.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there has beennosuchsignificantand material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

12. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL: SHARE CAPITAL:

The details of Share Capital of the Company are as under:

Particulars	As at 31st	March, 2025	As at 31st	March, 2024
	Number of Shares	Amount (In Rs.)	Number of Shares	Amount (In Rs.)
(a) Authorised Capital:	3,00,00,000	30,00,00,000	3,00,00,000	30,00,00,000
Equity Shares of Rs. 10/- each
(b) Issued, Subscribed & Paid-up Capital:	1,44,94,874	14,49,48,740	1,44,94,874	14,49,48,740
Equity Shares of Rs. 10/- each

13. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: I. BOARD OF DIRECTORS:

The composition of the Board as on 31^st March, 2025 is in conformity with the provisions of the Companies Act, 2013.

The Board of Directors met five times during the financial year under review on 21st May 2024, 6th August 2024, 13th August 2024, 14^th November 2024, 06^th February 2025.

COMPOSITION OF THE BOARD:

The Company has a very balanced and diverse composition of Board of Directors, which primarily takes care of the business needs and stakeholders interest. The Non-executive Directors including Independent Directors on the Board are experienced and highly competent persons in their respective fields of expertise. They take active part at the Board and

Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play pivotal role on strategic issues, which enhances the transparency and add value in the decision-making process of the Board of Directors.

CATEGORY OF THE DIRECTORS	NUMBER OF DIRECTORS
Executive	1
Non-executive
Non-executive Non-Independent Director	0
Non-executive Non-Independent Director (Woman Director)	1
Non-executive Independent Director	2
Total	4

Except, Ms. Anjali Shahi who is the daughter of Mr. Sarvesh Kumar Shahi, no other Director is related directly or indirectly to any other Directors of the Company.

II. COMMITTEES OF THE BOARD:

The Committees of the Board play a vital role in the governance structure of the Company and help the Board of Directors in discharging their duties and responsibilities. The Committees have been constituted to deal with specific areas / activities, which concern the Company.

The Committees are set with clearly defined roles and goals, which are crucial for the smooth functioning of the Company.

The Board is responsible for the action of the Committees.

The Chairman of the respective Committees inform the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all the Committees are placed before the Board for review.

There are currently Four Committees of the Board, as follows: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate and Social Responsibility Committee

The details of committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declarations received from the Independent Directors of the Company in accordance with the Section 149(6) of the Companies Act, 2013 confirmingtheir independence and pursuant to Regulation 25 of the Listing Regulations.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Non-Executive Independent Directors of the Company met on 30^th March, 2025. During the said meeting, the following points were discussed:

The performance of Non-Independent Directors and the Board as a whole.

The performance of the Chairman of the Company taking into account the views of Executive Director and Non-Executive

Directors.

The quality, quantity and timeliness of flow of information between the Company management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

All the Non-Executive Independent Directors were present throughout the meeting. They expressed their satisfaction on the governance process followed by the Company as well as the information provided to them on a timely basis.

16 POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, Key Managerial Personnel, senior management and their remuneration. The policy lays down criteria for selection of directors, key managerial personnel and senior management like, qualification, requisite expertise, relevant experience and integrity of the directors, etc. The remuneration policy lays down the entitlements of remuneration to non-executive directors such as sitting fees and such other remuneration as permissible under the provisions of the Act. Remuneration to Whole-Time Director(s) consists of monthly salary, allowances, perquisites, bonus, commission and other allowable retirement benefits. As per the Policy, the remuneration/compensation to Managing Director /Whole Time Director/Key

Managerial Personnel shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. In respect of key managerial personnel and senior management, the remuneration will consist of fixed pay and incentive pay. The fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time and the incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy is attached herewith this report as Annexure I.

17. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companys website at: www.shahilogistics.com

18. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/strategic business plans and management reviews.

19. PERFORMANCE EVALUATION:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every directors performance. Accordingly, evaluation of all directors was carried out.

20. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLSOURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure IV" to this Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required pursuant to the provisions of Schedule V of the SEBI Regulations forms part of this Annual Report.

23. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under: i. STATUTORY AUDITORS:

The Board of Directors of the Company at its Meeting held on May 29, 2023, based on the recommendation of the Audit Committee, has recommended the re-appointment of M/s. B. P. Shah & Co., Chartered Accountants (Firm Registration

No. 109517W), as the Statutory Auditors of the Company, pursuant to Section 139 of the Act for a subsequent term of five

(5) consecutive years i.e. from the conclusion of the 33^rd AGM till the conclusion of the 37^th AGM to be held in the year 2027, subject to the approval of the Members in the 33^rd Annual General Meeting of the Company. At the 32^nd AGM of the Company held on September 24^th, 2022 and pursuant to provisions of the Act and the Rules made thereunder, M/s. B. P. Shah & Co., Chartered Accountants (Firm Registration No. 109517W), were re-appointed as Statutory Auditors of the Company for their 2nd term of 5 years commencing from the conclusion of the 32^nd AGM till the conclusion of the 37^th AGM to be held in the year 2027. The Audit Report of M/s. B. P. Shah & Co., on the Financial Statements of the Company for F.Y. 2024-25 forms part of this Integrated Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company has confirmed with Auditors

Section 141 of the Act and rules framed thereunder. ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2025:

The auditors report for the financial st March, 2025 does not contain any qualification, reservation or adverse yearended31 remark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. iii. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the

Companies Act,2013andrulesmadethereunder,byofficersor employees reported by the Statutory Auditors of the

Company during the course of the audit conducted.

24. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had on recommendation of the Audit Committee, at its meeting held on 12th August 2024, appointed M/s. HRU & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the

Company for the financial year 2024-25 and issue Secretarial Audit Report. The Secretarial Audit Report issued by M/s. HRU & Co. for the financial year 2024-25 in Form MR-3 forms part of this report and marked asAnnexure – II.

25. INTERNAL AUDITORS:

During the financial year under review, M/s. Wandrekar & Co. Chartered Accountants, Internal Auditors of the Company has carried the Internal Audit and submitted their Report thereon as per the provisions of Section 138 of Companies Act, 2013.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

Conservation of Energy:

Steps taken for conservation Steps taken for utilizing alternate sources of energy Capital investment on energy conservation equipments

Overall the company operates in an energy efficient sector of inland water transportation. Our vessels transport higher volume and use lesser energy than road and rail transportation. Company lays great emphasis on saving consumption of energy. Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy, wherever possible.

Technology Absorption:

Efforts made towards technology absorption Benefits derived like product improvement, cost reduction, product development or import substitution	Company is on the lookout for new technologies to upgrade its fleet to be more energy efficient and environmentally friendly.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

 

Foreign Exchange Earnings and Outgo:		(Amount in Lakhs.)
Particulars	FY 2024-25	FY 2023-24
Actual Foreign Exchange earnings	Nil	Nil
Actual Foreign Exchange outgo	Nil	Nil

27. DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

28. 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 Companys 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. All Directors and the designated employees have confirmed compliance with the Code.

29. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25: a) No of complaints received: Nil b) No of complaints disposed of: N.A.

30. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. There is no change in the nature of the business of the company.

III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

IV. Neither the Managing Director nor the Whole -time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

31. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013: i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. That such accounting policies selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period; iii. That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. That they have prepared the annual accounts on a going concern basis; v. That proper internal financial controls have been laid down and that such controls are adequate and are operating effectively. vi. That proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. CORPORATE GOVERNACE:

The Company constantly endeavors to follow the corporate governance guidelines and best practice sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding corporate governance. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report.Therequisitecertificatefrom the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

33. GREEN INITIATIVE:

Electronic copies of the Annual Report 2024-25 and the Notice of the 35^th AGM are sent to all members whose email addresses are registered with the Company / Depositary Participant(s).

34. CODE OF CONDUCT:

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the workplace, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code.

The Code is available on website of the Company at www.shahilogistics.com

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company.

Your directors would like to place on record their gratitude to all the employees who have continued their support during the year.

For and on behalf of the Board

Sarvesh Kumar Shahi	Anjali Shahi
Managing Director	Director
DIN: 00359535	DIN:03363248

 

Date: 03rd September, 2025

Place: Mumbai

Registered Office:

 

404, Abhay Steel House,

04th Floor, Baroda Street,

Mumbai-400009.