To,

The Members

Shree Refrigerations Limited

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

1. Financial Results / Financial Highlights

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

2. State of Company's Affairs

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

a. Standalone

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

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

b. Consolidated

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

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

c. Change in status of the Company

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

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

3. Review of Operation

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

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

4. Change in Nature of Business, if any

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

5. Transfer to Reserves

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

6. Dividend

To strengthen the financial position of the Company and its future business expansion plans, the Board of Directors of the Company has decided not to recommend any dividend for the Financial Year 20252026.

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

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

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

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

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

9. Management Discussion and Analysis

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

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

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

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

11. Deposits

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

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

12. Loan from Directors or Director's Relative

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

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

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

14. Annual Return

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

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

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

16. Share Capital

a. Authorised Capital

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

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

b. Issued and Paid-up Share Capital

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

17. Employee Stock Option Plan:

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

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

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

Details of ESOP

a. Summary of the Existing ESOP Plan -

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

e. Employee-Wise Details of Options Granted in FY 2025-2 6

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

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

d. Movement of Options during FY 2025-2 6

issued capital at the grant time Note:

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

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

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

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

18. Capital Expenditure:

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

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

The major capital investments undertaken during the year include:

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

- Installation of a Laser Cutting Machine at Unit 2.

- Installation of a Bending Machine at Unit 2.

- Installation of Heavy-Duty Cranes at Unit 2.

- Installation of a Paint Shop at Unit 2.

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

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

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

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

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

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

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

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

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

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

20. Number of Meetings of the Board of Directors

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

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

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

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

21. Attendance of Directors at Board Meeting s

22. Number of Meetings of the Shareholder(s) held during the Financial Year 2025-202 6

23. Disclosure Related to Committees and Policy Audit Committee

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

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

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

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

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

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

Nominations And Remuneration Committee

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

The Members of the Committee are as follows :

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

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

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

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

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

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

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

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

Stakeholder's Relationship Committee

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

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

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

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

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

Mr. Umesh Ramaswamy 1 1

Shastry

Commodore Sunil Kaushik, 1 1

NM, VSM (Retd.) 1 1

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

Corporate Social Responsibility Committee

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

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

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

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

4 7

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

Corporate Social Responsibility Policy

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

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

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

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

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

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

24. Vigil Mechanism / Whistle Blower Policy

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

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

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

25. Retirement by Rotation

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

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

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

27. Declaration by Independent Directors

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

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

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

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

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

deliberated upon by the Nomination and Remuneration Committee (NRC) and the Board at their respective Meetings.The evaluation process covered various aspects of the Board and Committees' functioning including their composition, experience, competencies, performance of specific duties, obligations, governance issues, attendance and contribution of individual Directors and the effective exercise of independent judgement.

29. Familiarisation Program for Independent Directors

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

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

30. Director's Responsibility Statement

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

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

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

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

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

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. Statement Concerning Development and Implementation of Risk Management Policy

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

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

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

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

a. Conservation of Energy:

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

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

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

- Optimise energy use

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

- Utilise low grade waste heat

- Reduce carbon intensity of energy used

- Optimise cost of energy

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

b. Technology Absorption:

i. Efforts made towards technology absorption:

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

ii. Benefit derived like product improvement, cost reduction, product development or import substitution: The Company has been able to successfully indigenize the tooling to a large extent and successfully developed new products by virtue of technology absorption, adaption and innovation.

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

iv. Expenditure incurred on research and development: NIL

c. Foreign Exchange Earnings/ Outgo:

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

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

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

During the year under review:

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

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

34. Particulars of Employees and related disclosures

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

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

35. Auditors and their Reports Statutory Auditor

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

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

Secretarial Auditor

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

Internal Auditor

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

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

Maintenance of Cost Records

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

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

Reporting of Frauds by Auditors

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

36. Internal Financial Controls

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

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

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

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

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

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

During the period under review, the following is confirmed :

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

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

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

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

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

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

41. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

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

42. Company's Website

The Company has its fully functional website https:// www.shreeref.com/index.php which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of the Company.

43. Disclosure of Accounting Treatment

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

44. Prevention of Insider Trading

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

45. Corporate Governance

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

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

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

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

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

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

47. Acknowledgments

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

BY ORDER OF THE BOARD FOR SHREE REFRIGERATIONS LIMITE D