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DIRECTOR'S REPORT

Shreeshay Engineers Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 37.30 Cr. P/BV 1.56 Book Value (₹) 18.11
52 Week High/Low (₹) 42/20 FV/ML 10/2000 P/E(X) 276.96
Bookclosure 25/09/2024 EPS (₹) 0.10 Div Yield (%) 0.00
Year End :2025-03 

The Directors are pleased to present herewith the 30th ANNUAL REPORT together with the Audited
Financial Statements and Auditors’ report thereon for the year ended on 31st March, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The Financial Results of the Company for the year ended on 31st March, 2025 are as follows:

Particulars

Year ended March 31,
2025

Year ended March 31,
2024

Revenue from Operations

128.68

1812.94

Other Income

21.44

16.76

Total Revenue

150.13

1829.70

Total Expenditure

130.09

1683.71

Profit/(Loss) before Prior Period Items & tax

20.04

145.99

Less: Prior period Items

-

-

Profit/(Loss) Before Tax

20.04

145.99

Less: Taxes

5.04

36.74

Deferred tax charge (credit)

1.45

-

Profit /(Loss) After Tax

13.54

109.25

Earnings Per Share (Face Value of ?10)

(1) Basic

0.10

0.48

(2) Diluted

0.10

0.48

2. REVIEW OF OPERATIONS:

The Company is engaged in the business of providing real estate construction and engineering
focused solutions. The total income of the Company during the year under review was Rs. 150.13
(Amount in Lakhs) as compared to Rs. 1829.70 (Amount in Lakhs) during the previous year.
During the year under review the Company has earned net profit of Rs 13.54 (Amount in Lakhs)
compared to profit of Rs. 109.25 (Amount in Lakhs) during previous year.

3. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement
forms part of Annual Report.

4. DIVIDEND

With a view to conserve resources, the Company has not declared any dividend for the financial year
ended on 31st March, 2025.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

6. TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION
AND PROTECTION FUND:

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires
dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years,
to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no
amount due for transfer to IEPF.

There were no amounts which were required to be transferred by the Company to the Investor
Education and Protection Fund.

7. SHARE CAPITAL:

The authorized share capital of the company is Rs. 14,00,00,000/- divided into 1,40,00,000 equity
shares of Rs. 10/-

The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 13,20,33,960/-. The Company has
not issued shares with differential voting rights nor granted stock options nor sweat equity.

Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of
the Company.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

9. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well
as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with
the Code of Conduct of the Company.

10. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company does not have any joint ventures, subsidiaries and associates as on the financial year
ended 31st March, 2025.

11. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY FROM THE CONCLUSION OF THE
FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There have been no material changes or commitments, affecting the financial position of the
Company have occurred between the end of the financial year of the Company, to which the financial
statements relate, i.e. 31st March, 2025 and the date of the Board’s Report.

12. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for the period under review.

13. CHANGE IN REGISTERED OFFICE

During the under review, there were no changes in the Registered Office of the Company.

14. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a
structured orientation programme. Presentations are made by Senior Management giving an overview
of the operations, to familiarise the new Directors with the Company's business operations. The
Directors are given an orientation on the products of the business, group structure and subsidiaries,
Board constitution and procedures, matters reserved for the Board, and the major risks and risk
management strategy of the Company.

15. DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act,
2013 during the period under review.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees given and securities provided are provided in
the financial statements.

17. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2025 is available on the website of the
Company at www.shreeshay.com

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report, and provides adequately with the Company’s current working and future outlook of the
Company as per Annexure - 1 to this report.

19. CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties as defined under the Act during the FY were in the
ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of
Section 188 of the Act. There were no materially significant transactions with the related parties
during the FY which were in conflict with the interest of the Company.

20. PARTICULARS OF EMPLOYEES, MANAGEMENT REMUNERATION:

The information required under Section 197 & Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs.
2,40,000

b) Percentage increase/decrease in the median remuneration of employees in the financial year
2024-25: NA

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 4

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration
policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies
Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum
during the period under review. Hence, the Company is not required to disclose any information as
per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

21. POLICIES UNDER SECTION 178:

Policy on directors’ appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under sub-section (3) of
section 178 is made available on the Company’s website i.e.
www.shreeshay.com for the ready
reference of the stakeholders of the Company. The following policies of the company are attached
herewith:

Annexure - 3 Policy on appointment of Directors and Senior Management
Annexure - 4 Policy on Remuneration to Directors

Annexure - 5 Policy on Remuneration of Key Managerial Personnel and Employees

22. AUDITORS:

♦ Statutory Auditors

Pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies
Act, 2013 and the Companies (Audit and Auditors Rules, 2014, as amended from time to time, the
Company has appointed B.B. Gusani & Associates, Chartered Accountants (FRN No. 140785W),
as Auditors of the Company to hold office from the conclusion of 28th Annual General Meeting
(AGM) till the conclusion of the 33th Annual General Meeting to be held in the year 2028, as
approved by the Shareholders of the Company.

♦ Secretarial Audit

M/s Ferrao MSR and Associates, Company Secretaries, were appointed as Secretarial Auditors of the
Company for the financial year 2024-25 pursuant to the provisions of Section 204 of the Companies
Act, 2013.

The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure - 2
to this report.

♦ Auditor Qualifications

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications,
reservations or adverse remarks. Reports of the Auditors are given as an Annexure which forms part
of this report.

♦ Cost Audit

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read
with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost
records and the applicability of cost audits, as specified by the Central Government under Section 148
of the Companies Act, 2013, are not applicable to the Company.

♦ Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to
the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has
appointed M/s. DGMS & Co. Chartered Accountants, Mumbai (FRN: 0112187W) as the Internal

Auditors of your Company for the financial year 2024-25 & 2025-26. The Internal Auditor
conducts the internal audit of the functions and operations of the Company and reports to the
Audit Committee and Board.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the year under review and as on the date of Report no changes took place in the Board
Structure:

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Jignesh Thobhani, (Din: 07702512), Director of the Company, retires by
rotation and offers himself for re- appointment.

The brief resume of Mr. Jignesh Thobhani, the nature of his expertise in specific functional
areas, names of the companies in which he has held directorships, her shareholding etc. are
furnished in the Annexure - A to the notice of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of Independence provided in Section
149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in
the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 28th March, 2025, without the attendance of Non¬
Independent Directors and members of the Management. The Independent Directors reviewed
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 Directors and Non¬
Executive Directors and assessed 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 their duties.

iv. Key Managerial Personnel:

During the year under review and as on date of report, following are the Key Managerial
Personnel of the Company:

a) Mr. Jignesh Thobhani- Managing Director

b) Ms. Jayesh Merchant Vijay - Company Secretary & Compliance Officer

c) Mr. Dipsinh Ranjitsinh Solanki — Chief Financial Officer

There were changes in the Key Managerial Personnel during the year.

24. BOARD MEETINGS:

The Board of Directors, during the year 2024-25 met Five (5) times on 24/04/2024, 24/05/2024,
28/08/2024, 11/11/2024 and 15/02/2025.

Proper notices were given and the proceedings were properly recorded and signed in the Minutes
Book maintained for the purpose. There was no leave of absence at any of the aforementioned
meetings.

25. COMMITTEES OF THE BOARD:

1. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under
Chairmanship of Mr. Manish Pande. During the year the committee met (4) Four times with full
attendance of all the members. The composition of the Audit Committee as at March 31, 2025 and
details of the Members participation at the Meetings of the Committee are as under:

Name of
Director

Category

Position in
the

committee

Attendance at the Audi
helt

t Committee Meetings
on

24/04/2024

24/05/202

4

28/08/202

4

11/11/2024

Mr. Manish
Pande

Independent

Director

Chairman

Yes

Yes

Yes

Yes

Ms. Himani
Bhootra

Independent

Director

Member

Yes

Yes

Yes

Yes

Mr. Jignesh
Thobhani

Executive

Director

Member

Yes

Yes

Yes

Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated
by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted
to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the
Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and
Auditors’ Report thereon before submission to the Board for approval. This would, inter alia,
include reviewing changes in the accounting policies and reasons for the same, major
accounting estimates based on exercise of judgement by the Management, significant
adjustments made in the Financial Statements and / or recommendation, if any, made by the
Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the
Company’s accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the
Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the
Committee. The Company Secretary acts as the Secretary to the Committee. Mr. Manish Pande, the
Chairman of the Committee, was present at the last Annual General Meeting (AGM) held on
Thursday, September 26, 2024'.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013,
continued working under Chairmanship of Mr. Manish Pande. During the year, the committee met
One (1) time with full attendance of all the members. The composition of the Nomination and
Remuneration Committee as at March 31, 2025 and details of the Members participation at the
Meetings of the Committee are as under:

Name of
Director

Category

Position in the
committee

Attendance at the Nomination and
Remuneration Committee Meetings
held on

24/04/2024

Mr. Manish
Pande

Independent

Director

Chairman

Yes

Ms. Priyanka
Moondra Rathi

Independent

Director

Member

Yes

Ms. Himani
Bhoothra

Independent

Director

Member

Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015,
include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of
such evaluation, prepare a description of the role and capabilities required of an independent
director. The person recommended to the Board for appointment as an independent director shall
have the capabilities identified in such description. For the purpose of identifying suitable
candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors
their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a policy, detailed in the Board’s Report as follows:

• Annexure 3: Policy on Appointment of Directors and Senior Management

• Annexure 4: Policy on Remuneration to Directors

• Annexure 5: Policy on Remuneration of Key Managerial Personnel and Employees

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued
working under Chairmanship of Mr. Manish Pande. The Committee is governed by a Charter, which
is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year,
the committee met one (1) time with full attendance of all the members. The composition of the
Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation
at the Meetings of the Committee are as under:

Name of Director

Category

Position in the
committee

Attendance at the
Stakeholders’ Relationship
Committee held on
24.04.2025

Mr. Manish Pande

Independent

Director

Chairperson

Yes

Ms.

Bhootra

Himani

Independent

Director

Member

Yes

Mr.

Thobhani

Jignesh

Executive Director

Member

Yes

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints.
The Company had no share transfers pending as on March 31, 2025.

Ms. Jayesh Merchant Vijay, Company Secretary and Compliance Officer of the Company.

26. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and
individual Directors. The entire Board carried out performance evaluation of each Independent
Director excluding the Independent Director being evaluated. The Nomination Remuneration
Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out
parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on
Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board
and Committees, etc. Evaluation parameters of

Individual Directors including the Chairman of the Board and Independent Directors were based on
Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of
Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent
Directors, Chairman of the Board and the Board as a whole

27. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the
Companies Act 2013 and rules framed there under for the year ended 31st March 2025. Therefore, the
provisions of Corporate Social Responsibility are not applicable to the Company during the period.

28. INDEPENDENT DIRECTORS

The Independent Directors of the Company meet without the presence of the Chairman, Managing
Director / Chief Executive Officer, other Non- Independent Director, Chief Financial Officer,
Company Secretary and any other Management Personnel. This Meeting is conducted to enable the
Independent Directors to, inter-alia, discuss matters pertaining to review of performance of Non¬
Independent Directors and the Board as a whole, review the performance of the Chairman of the
Company (taking into account the views of the Executive and Non-Executive Directors), assess 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. One meeting of
Independent Directors was held on March 28th, 2025. The said meeting was attended by all
Independent Directors of the Company.

29. DIRECTORS’ RESPONSIBILITY STATEMENT;

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received
from the management, the directors hereby confirm to the best of their knowledge that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the Profit of the Company for that
period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. They have prepared the annual financial statements on going concern basis.

v. Proper internal financial controls are in place in the Company and that such internal financial
controls are adequate and are operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

30. FORMAL ANNUAL EVALUATION PROCESS BY THE BOARD AND
DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, individual Directors, its committees, including the
Chairman of the Board on the basis of attendance, contribution and various criteria as recommended
by the Nomination and Remuneration Committee of the Company. The evaluation of the working of
the Board, its committees, experience and expertise, performance of specific duties and obligations
etc. were carried out. The Directors expressed their satisfaction with the evaluation process and
outcome. The Company has received declarations from each of the Independent Directors confirming
that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the
Companies Act, 2013. The performance of each of the non-independent directors (including the

Chairman) was also evaluated by the Independent Directors at the separate meeting held of
Independent Directors of the Company.

The Independent Directors of the Company viz. Mr. Manish Pande, Ms. Himani Bhootra and Mrs.
Priyanka Moondra Rathi have given declarations to the Company that they qualify the criteria of
independence as prescribed under Section 149 (6) read with Schedule IV of the Companies Act, 2013
and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015.

31. CORPORATE GOVERNANCE:

Since the Company’ securities are listed on SME Exchange of BSE, by virtue of Regulation 15 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub¬
regulation (2) of regulation 46 and para-C, D and E of Schedule V are not applicable to the Company.
Hence Corporate Governance does not form part of this Directors’ Report.

32. CODE OF CONDUCT:

The Company has adopted Code of Conduct (“the Code/s”) for its Directors, Independent Directors,
Senior Management and employees. These Codes enunciate the underlying principles governing the
conduct of the Company’s business and seek to reiterate the fundamental precept that good
governance must and would always be an integral part of the Company’s ethos. The Company has for
the year under review, received declarations under the Codes from the Board members including
Independent Directors of the Company affirming compliance with the respective Codes.

33. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Company has adopted an internal control system considering the nature of its business and the
size and complexity of operations. The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial disclosures etc.

Systems and procedures are periodically reviewed to keep pace with the growing size and complexity
of your company’s operations.

The internal auditor assesses opportunities for improvement of business processes, systems and
controls, to provide recommendations, which can add value to the organization.

34. RISK MANAGEMENT POLICY:

Your company has developed and implemented a Risk Management Policy pursuant to Section 134(3)
(n) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, which includes
identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence
of the Company.

The risk management process is designed to safeguard the organisation from various risks through
adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to
minimise its impact on the business. The risk management framework of the Company is appropriate
compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of Risk element that may threaten the
existence of the Company.

35. HUMAN RESOURCES:

Your Company lays a lot of emphasis in the training and development of skills of human resources.
The Employer relations with staff throughout the year continued to remain cordial.

36. VIGIL MECHANISM:

The Company has established a vigil mechanism system by adopting Whistle Blower Policy. The
same is available on the Company’s website
www.shreeshay.com.

37. LISTING:

Shreeshay Engineers Limited is listed on the SME Platform of the BSE Limited. It has paid the
Annual Listing Fees for the year 2024-25 to BSE Limited.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and
out go stipulated under Section134 (3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are enumerated as below:

I- Conservation of Energy:

1. The steps taken or impact on conservation of energy: -

The Company has taken measures and applied strict control system to monitor day to day power
consumption, to endeavour to ensure the optimal use of energy with minimum extent possible wastage
as far as possible. The day-to-day consumption is monitored and various ways and means are adopted
to reduce the power consumption in an effort to save energy.

2. The steps taken by the company for utilizing alternate sources of energy.

The Company has not taken any step for utilizing alternate sources of energy.

3. The capital investment on energy conservation equipments.

The Company has not made any capital investment on energy conservation equipments.

II- Technology Absorption:

a) The efforts made towards technology absorption. - Minimum technology required for
Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or
import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable.

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

III- The expenditure incurred on Research and Development — Not Applicable.

IV- Foreign Exchange Earning and Outgo:

The details of Foreign exchange Earnings and outgo during the year are as follows:

Particulars

2024-25

2023-24

Foreign

(Rs.)

Exchange Earnings

NIL

NIL

Foreign Exchange Outgo (Rs.)

NIL

NIL

39. INDUSTRIAL RELATIONS:

The Company’s Industrial relations with its employees continued to be cordial throughout the year
under review. Your Directors wish to place on record their appreciation for the excellent team work
with which the workers and officers of the Company at all levels have contributed individually and
collectively to the performance of the Company.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

There are only four employees in the company thus it not requires to constitute Internal Complaints
Committee (ICC) pursuant to the legislation ‘Prevention, Prohibition and redressal of Sexual
Harassment of Women at Workplace Act, 2013 as the same is not applicable on the company.

41. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the
Act, including paid maternity leave, continuity of salary and service during the leave period, and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

42. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses
below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 2
Female Employees: 1
Transgender Employees:0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal

opportunity for all individuals, regardless of gender.

43. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by Central Government with
respect to Meetings of the Board of Directors and General Meetings.

44. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the
revised “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object

of the Insider Trading Code is to set framework, rules and procedures which all concerned persons
should follow, while trading in listed or proposed to be listed securities of the Company. During the
year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider
Trading) Amendment Regulations, 2018. The Code is available on the Company’s website
www.shreeshay.com

45. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company’s operations in future.

46. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the
Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the
financial year

47. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

2. The 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.

48. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the excellent assistance and
cooperation received from the Governmental authorities, the banks and financial institutions,
customers, vendors, workers, officers, staff and investors for their continued support during the year.

Registered Office: By Order Of The Board Of Directors

Shop No. F-04, 1st floor, Eternity Mall, FOR SHREESHAY ENGINEERS LIMITED

Naupada, Teen Haath Naka, LBS Marg,

Wagle I.E., Thane, Sd/-

Maharashtra’ MU, 400604 JIGNESH THOBHANI

Td : 022 25082300, 25082400 (Managing Director)

CIN: L67190MH1995PLC087145 Din: 07702512

Website: www.shreeshay.com Thane, Monday, August 04, 2025

Email: info@shreeshay.com

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