Shahi Shipping Ltd

To, The Members, Shahi Shipping Limited

Your directors are presenting Thirty Fourth Annual Report on the operations of the Company together with the Audited Financial

Statements for the financial year ended 31^st March, 2024.

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

The Company's performance for the year ended 31^st March 2024 as compared to the previous financialyear, is summarized below:

(Rs. In Lakhs)

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 13 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 Company's performance on standalone basis are as under:

Revenue from Operation in the Financial Year 2024 is Rs. 1,242.60 lakhs as compared to Rs. 1,089.47 lakhs in previous Financial Year 2023.

EBITDA in Financial Year 2024 is Rs. 317.04 lakhs (i.e.25.51% of the Revenue from Operations) as compared to Rs. 136.08 lakhs (i.e.12.49% of the Revenue from Operations) in previous Financial Year 2023.

Profit Before Tax is Rs. 245.32 lakhs in Financial Year 2024 as compared to Profit of Rs. 35.44 lakhs in previous Financial Year 2023.

Profit After Tax is Rs. 258.59 lakhs in Financial Year 2024 as compared to Profit of Rs Financial Year 2023.

2. DIVIDEND:

In order to conserve the resources of company, the directors are not recommending any dividend for the FY 2023-24.

3. AMOUNT TRANSFERRED TO RESERVES:

The Board hasn't 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 Company's website www.shahilogistics.com

6. 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, 2024 to which these financial statements relate and the date of

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

The Company has one subsidiary, namely Royal Logistics (Ship) Ltd., which have not commenced their operations. Hence, the consolidated financial statement of the Shahi Shipping Limited and its subsidiary, Royal Logistics (Ship) Ltd has not been prepared.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

Adequate internal control systems commensurate with the nature of the Company's 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 arm's 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 arm's length basis.

Accordingly, as provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as an "Annexure III".

The Policy on dealing with Related Party Transactions may be accessed on the Company's website at the link: v 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 inthenotestothestandalonefinancialstatements 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 company's operations in future.

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

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Anjali Shahi, (DIN: 03363248) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for her re-appointment is included in the Notice of 34^th AGM for seeking approval of Members. The Directors recommended his re-appointment for your approval. A brief profile relating to him is given separately as an annexure to the AGM Notice.

Following changes were recorded in the composition of KMP of the Company:

13. SHARE CAPITAL:

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

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

The composition of the Board as on 31^st March, 2024 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 29^th May 2023, 11^th August 2023, 30^th August 2023, 09^th November 2023, 07^th February 2024.

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.

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

Below are the details of all the Committees along with their compositions, and meetings held during the year: A. AUDIT COMMITTEE:

Pursuant to Provisions of Section 177 of the Companies Act, 2013 during the financial year under review the Audit

Committee met Five times on 29^th May 2023, 11^th August 2023, 30^th August 2023, 09^th November 2023, 07^th February 2024.

Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews report of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

II. Composition of the Audit Committee:

Composition of Audit Committee is as follows:

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The Audit Committee Policy of the Company is hosted on the Company's Website at: www.shahilogistics. com B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the

Nomination and Remuneration Committee Five times on 29^th May 2023, 11^th August 2023, 30^th August 2023, 09^th November 2023, 07^th February 2024.

I. Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

II. Composition of the Nomination and Remuneration Committee:

Composition of Nomination and Remuneration Committee is as follows:

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company's Website at: www. shahilogistics.com

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the

Stakeholders Relationship Committee met Five times on 29^th May 2023, 11^th August 2023, 30^th August 2023, 09^th November 2023, 07^th February 2024.

I. Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations and other related matters.

II. Composition of the Stakeholders Relationship Committee:

Composition of Stakeholders Relationship Committee is as follows:

The Stakeholders Relationship Committee Policy of the Company is hosted on the Company's Website at: www. shahilogistics.com D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Act and hence it has neither formulated a policy nor contributed an amount towards corporate social responsibility activities.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder all the Independent Directors of the Company met once without the attendance of Non-Independent Directors and Members of the Management.

The Non-Executive Independent Directors of the Company met ^th March, 2024. During the said meeting, the followingon 30 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.

17. 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, employer's 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.

18. 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 Company's website at: www.shahilogistics.com

19. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's 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.

20. 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 director's performance. Accordingly, evaluation of all directors was carried out.

21. 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.

22. 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.

23. 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.

24. 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.

2023-24 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 that they satisfy the criteria provided under Section 141 of the Act and rules framed thereunder.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2024:

The auditor's report for the financial year ended 31st March, 2024 does not contain any qualification, reservation or adverse 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, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

25. 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 06^th August, 2024, appointed M/s. HRU & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the

Company for the financial year 2023-24 and issue Secretarial Audit Report.

The Secretarial Audit Report issued by M/s. HRU & Associates, Practicing Company Secretaries. for the financial year 2023-in Form MR-3 forms part of this report and marked as Annexure – II.

26. 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. 27. 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: a) Conservation of Energy:

b) Technology Absorption:

c) Foreign Exchange Earnings and Outgo:

(Amount in Lakhs.)

28. 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.

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

30. 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 2023-24: a) No of complaints received: Nil b) No of complaints disposed of: N.A.

31. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions 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.

32. 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 ofthe period; Company for that.

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.

33. GREEN INITIATIVE:

Electronic copies of the Annual Report 2023-24 and the Notice of the 34^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 haveconfirmed compliance withthe 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 year.