waterbase ltd Directors report

Your Directors have great pleasure in presenting the Thirty-Sixth Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL SUMMARY

The summarized standalone and consolidated results of your Company are given in the table below:

( in Lakhs)

Particulars	Standalone		Consolidated
	Financial Year ended		Financial Year ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from Operations	30,407.83	29,872.95	30,407.83	29,872.95
Other Income	264.44	260.00	264.44	260.00
Total Income	30,672.27	30,132.95	30,672.27	30,132.95
Operating Expenditure	30,002.86	29,166.69	30,003.75	29,168.95
Operating Profit before Depreciation, Interest & Tax	669.41	966.26	668.52	964.00
Finance Cost	210.96	83.80	210.97	83.81
Depreciation and Amortization Expense	894.53	846.42	894.53	846.42
Profit Before Tax	(436.08)	36.04	(436.98)	33.77
Tax Expense:
a) Current Tax	-	-	-	-
b) Deferred Tax	(89.28)	26.28	(89.28)	26.28
Profit After Tax	(346.80)	9.76	(347.70)	7.49
Basic EPS (Rs.)	(0.84)	0.02	(0.84)	0.02
Diluted EPS (Rs.)	(0.84)	0.02	(0.84)	0.02

2. FINANCIAL STATEMENTS

The Standalone and Consolidated financial statements for the year ended March 31,2023 have been prepared under Ind AS (Indian Accounting Standards) by the Company. The Board on the recommendation of the Audit Committee, approved both the Standalone and Consolidated Audited financial statements for the year ended March 31,2023 at its meeting held on May 25, 2023.

3. ECONOMIC ENVIRONMENT Global Economy

As per the International Monetary Funds (IMF) World Economic Outlook, the global economy is poised for a gradual recovery from the pandemic and Russias unprovoked war on Ukraine. China is rebounding strongly following the reopening of its economy. Supply-chain disruptions are unwinding, while the dislocations to energy and food markets caused by the war are receding. Simultaneously, the massive and synchronous tightening of monetary policy by most central banks should start to bear fruit, with inflation declining towards its target. Fall in the gilt market in the United Kingdom and the recent banking turbulence in the United States with the collapse of a few regional banks illustrate that significant vulnerabilities exist among banks and non-banking financial institutions.

IMF forecasted global growth to bottom out at 2.8 percent in 2023 before rising modestly to 3.0 percent in 2024. Global inflation will decline, although more slowly than initially anticipated - from 8.7 percent in 2022 to 7.0 percent this year and a projected 4.9 percent in 2024. Notably, emerging market and developing economies are powering ahead, with growth rates rising from 2.8 percent in 2022 to 4.5 percent this year. The slowdown is concentrated in advanced economies, especially the Euro area and United Kingdom, where growth is expected to fall to 0.7 percent and -0.4 percent respectively this year before rebounding to a projected 1.8 and 2.0 percent in 2024.

IMF expects India to grow 5.9% in FY 2023-24 and by an average 6.1% across five years.

Indian Economy

The Ministry of Statistics and Programme Implementation (MoSPI) in its second advance estimates pegged Indias GDP for FY 2022-23 at 7%. The Asian Development Bank (ADB) projected Indian economy to expand 7% while the IMF pegged Indias growth at 6.8 percent in FY 2022-23.

As per the Reserve Bank of India, India is expected to record GDP growth of 7.0% for 2022-23, above IMF

9. FIXED DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Act and the Rules framed there under during the year under review.

10. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report.

11. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year 2022-23.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

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.

13. CREDIT RATING

The Companys credit facilities are rated by CARE Ratings. As per the last rating dated September 6, 2022, the Company has long-term rating of CARE BBB+ and short-term rating of CARE A2.

14. BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprised of Six Non- Executive Directors, which included, three Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (hereinafter referred also as "Listing Regulations" and Section 149 of the Act.

B. Change in office of Directors and Key Managerial Personnel of the Company during the year under review and details of Directors seeking re-appointment at the 36^th Annual General Meeting

Mr. T B Srikkant has resigned as Company Secretary of the Company with effect from August 19, 2022.

Ms. Nitasha Thapar was appointed as an

Additional Director (Non-Executive & Non Independent) with effect from February 8, 2023. The shareholders vide their resolution dated May 5, 2023 through postal ballot approved the appointment of Ms.Nitasha Thapar (DIN: 00061445) as Non-Executive Director of the Company.

Mr. Ranjit Mehta has resigned from the position of Independent Director of the Company with effect from February 8, 2023.

Mr. Bala Arumugam was appointed as Company Secretary and Compliance Officer of the Company with effect from February 8, 2023.

The Notice of the ensuing Annual General Meeting includes the proposal for appointment and / or re-appointment of Director and their brief resume, specific information about the nature of expertise, the number of Companies in which he holds Directorship and Membership / Chairmanship of the Board Committees as stipulated in the Act and the Listing Regulations.

C. Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated Nomination and Remuneration Policy, which details the criteria for determining qualifications, positive attributes and Independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations. The policy forms part of this report.

D. Declaration by Independent Directors

All the Independent Directors, have furnished a declaration that they meet the criteria of independence as envisaged in Regulation 16 of the Listing Regulations and Section 149(6) of the Act.

E. Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, M/s Rengarajan & Associates, Company Secretary in Practice, Chennai, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

F. Number of Meetings of the Board of Directors

The Board meets at regular intervals to adopt financial results and consider and decide business policies and strategic proposals apart from other

items of business. The Board and Committee meetings are pre-scheduled and a tentative annual calendar of meetings is circulated to the Directors in advance to ensure participation of all Directors.

During the year under review, four Board meetings were held and meetings of Subcommittees were also held on regular intervals. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. The details of the meetings are given in the Report on Corporate Governance which forms part of this Report. The Company provides all the Board members the facility to participate in the meetings of Board and Sub-committees through Video Conferencing / Other Audio-Visual Means.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on March 29, 2023, and the Directors reviewed and assessed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations. All the Independent Directors attended the meeting.

G. Statutory Committees of the Board

Pursuant to the requirements under the Act and the Listing Regulations, the Board of Directors has constituted various Committees of Board such as Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), Stakeholders Relationship Committee ("SRC"), and Corporate Social Responsibility ("CSR") Committee.

The composition and terms of reference of AC, NRC, SRC and CSR and number of meetings held during the year under review are given in the Report on Corporate Governance forming part of this Annual Report as Annexure 5.

H. Board Evaluation and Familiarization

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried the annual performance evaluation of its own performance, the Directors (excluding the Director being evaluated) as well as the subcommittees of the Board. The Nomination and Remuneration Committee of the Company has carried out evaluation of performance of each Individual Director. Performance evaluation was made based on structured questionnaire considering the indicative criteria prescribed in the Nomination & Remuneration Policy of

the Company read with SEBI Guidance Note on Board Evaluation.

Evaluation of the Board was made based on the role played by the Board in decision making, evaluating strategic proposals, discussing annual budgets, assessing adequacy of internal controls, review of risk management procedures etc. The evaluation of individual Director was carried out based on various parameters such as participation in the Board and its Committee meetings, contribution towards strategic proposals, suggesting risk mitigation measures, supporting in putting place internal controls, governance, leadership and talent development and managing external stakeholders. Performance evaluation of various Subcommittees of the Board was carried out based on the criteria such as constitution, effective functioning of the Sub-committees as per the terms of reference, periodical suggestions and recommendations given by the Sub-committees to the Board etc.

In the meeting of Independent Directors held during the year, the members evaluated the performance of the Chairman based on criteria such as giving guidance to the Board and ensuring the independence of the Board etc. The performance of the Non-Independent Directors was also evaluated based on their contribution made to the growth of the Company, strategic initiatives and Board deliberations.

The Company takes all steps necessary to keep the Directors apprised of key developments in the Business and Industry and to familiarize them for enabling their contribution and good governance. Since the Independent Directors are the critical link in any successful Corporate Governance program, a detailed Appointment Letter incorporating the roles, duties and expectations, remuneration, insurance cover, code of conduct, etc., is issued for the acceptance of the Independent Directors.

Further, as part of the Board/ Committee Meetings, the Independent Directors are briefed about the developments impacting the Industry, various strategic initiatives of the Company, update on operations etc. Product information brochures and Annual Reports are given for their reference. Senior Executives regularly make presentations by audio visual means to the Board. The broad overview of the Companys approach to familiarization of Directors is available at the

link http://www.waterbaseindia.com/investor_ relations.php.

I. Directors Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

II. That they had selected such accounting policies and applied them consistently, and made judgements 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 and loss of the Company for that period;

III. That they had taken 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 had prepared the annual accounts on a going concern basis;

V. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

15. AUDIT RELATED MATTERS

A. Statutory Auditors

The current Statutory Auditor, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firms Registration No. 117366W / W-100018), were appointed at the Annual General Meeting held on August 18, 2022 for a period of 5 (Five) consecutive years, to hold office until the conclusion of fortieth Annual General Meeting to be held in 2027.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the financial statements in their report for the year 2022-23.

Further, the reports of the Statutory Auditors for FY 2022-23 are given along with the Standalone and Consolidated Financial Statements which is annexed to and forms part of this report.

B. Secretarial Auditors

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s Rengarajan & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for FY 2022-23. The report of the said Secretarial Auditor for FY 202223 is annexed to and forms part of this report as Annexure 8.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report for the year 2022-23.

C. Internal Auditors

As per Section 138 of the Companies Act, 2013, the Company has appointed M/s. Ernst & Young as the Internal Auditors of the Company. The Auditors present their report to the Audit Committee on quarterly basis.

16. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

17. POLICY MATTERS

A. Nomination & Remuneration Policy

In terms of provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director and it highlights the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act. The policy is attached as Annexure 1 to this report.

Particulars of Remuneration details of Directors, Key Managerial Personnel and Employees

The remuneration details of Directors and Key Managerial Personnel and ratio of remuneration of each Director to the median of employees remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 1A.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of remuneration of top ten employees who have drawn remuneration not less than the limits specified in the Rules are available with the Company and in terms of provisions of Section 136(1) of the Act, this report is being sent to the members without this detail and any member desirous of obtaining information may write to the Company and the same shall be provided through electronic mode till the date of the ensuing Annual General Meeting.

B. Vigil Mechanism / Whistle Blower Policy

In accordance with section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has implemented a Whistle Blower Policy, whereby employees can report matters such as abuse of authority, misconduct, fraud, mis appropriation of assets, non- compliance to code of conduct etc. to the Audit Committee.

The Audit Committee reviews on quarterly basis the functioning of the Whistle Blower and Vigil Mechanism. In order to ensure that the policy is adhered to, and to assure that the concern will be acted upon seriously, the Company has committed itself to the following:

1. Ensure that the Whistle Blower and/or the person processing the Disclosure is not victimized for doing so;

2. Treat victimization as a serious matter including initiating disciplinary action on such person(s);

3. Ensure complete confidentiality and no attempt to conceal evidence of the Disclosure;

4. Take disciplinary action, if any one destroys or conceals evidence of the Disclosure made/ to be made;

5. Provide an opportunity of being heard to the persons involved, especially to the person against or in relation to whom a Disclosure is made or evidence gathered during the course of an investigation.

The policy lays down the detailed mechanism for reviewing the Complaints, spells out the remedial mechanism, assures the confidentiality and protection of whistleblowers from victimization. The policy provides for confidential and anonymous reporting to the Chairman of Audit Committee wherever required. The policy also discourages frivolous and vexatious complaints by suitably incorporating penal provisions for such complaints.

The details of the Whistle Blower Policy are available on the website of the Company at http://www.waterbaseindia.com/investor_ relations.php.

C. Corporate Social Responsibility Policy

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policy which details the programs / activities that can be carried out under various program heads. CSR policy of the Company is available on the website http://www. waterbaseindia.com/investor_relations.php. The Company believes that its ultimate objective is to benefit communities through initiatives, which contribute to nation building.

The Companys leadership takes active responsibility in various community engagement initiatives. The Company follows a system of Triple Bottom Line accountability to measure its performance and its impact on inclusive and equitable growth of the marginalized sections of society.

The CSR Committee of the Board had approved the list of CSR Projects/ Programmes to be undertaken by KCT Group Trust from out of the funds provided by the Company and also monitored the implementation of those CSR projects and programmes.

During FY23, the CSR initiatives of the Company was carried out through the registered Trust established by the KCT Group under the name and style of KCT Group Trust, which has carried on projects on its own as well as lent support to identified projects carried on by other like minded agencies which have far reaching societal implications. A Report on the CSR Activities of the Company has been annexed as Annexure 3 to this report.

18. OTHER MATTERS

A. Internal Financial Controls

The Company has Internal Control Systems commensurate with the nature of its business, size and complexities. Audit Committee reviews the adequacy and effectiveness of internal control system and monitors the implementation of audit recommendations. During the year under review, the Internal Audit was conducted and detailed review of control processes in key control areas and identified design gaps, improvement opportunities and management check points which helps in strengthening the processes and monitoring was undertaken.

The Companys Internal Financial Controls encompass policies and procedures adopted by the Board for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an Internal Audit framework, a comprehensive Code of Conduct & Business Ethics framework, a Risk Management framework and adequate segregation of duties to ensure an acceptable level of risk. Documented Standard Operating Procedures are in place for all business processes. Key controls are tested to assure that these are operating effectively.

Besides, the Company has also implemented SAP ERP for all its processes to strengthen the internal control and segregation of duties/access.

Key controls in operational, financial and IT processes were tested to provide assurance regarding compliance with the existing policies and significant operating procedures and no significant weaknesses/deviations were noted in operational controls. Further, the Statutory Auditors of the Company also carried out audit of Internal Financial Controls over Financial Reporting of the Company as on March 31, 2023 and issued their report which forms part of the Independent Auditors report.

B. Risk Management

The Company carries out a detailed Risk assessment exercise and has implemented the Enterprise Risk Management (ERM) policy/ framework. This framework is applicable for all strategic, high level operational, financial reporting, compliance and enterprise wide risks that have a high impact on the Company.

A strong and independent Internal Audit function carries out risk focused audits across the Company and enables identification of areas where the processes may need to be improved to mitigate the risks.

C. Particulars of Loans, Guarantees and Investments

During the year under review, the Company has not given any loan, provided any guarantee or made any investment falling under the provisions of Section 186 of the Act.

D. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

The financial summary of Water base Frozen Foods Private Limited, subsidiary company is as under:

Rs. in Lakhs

Particulars	2022-23	2021-22
Revenue from	-	-
Operations
Profit/(Loss) Before Tax	(0.91)	(2.27)
Profit/(Loss) After Tax	(0.91)	(2.27)

Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) notified under Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Act, (Ind AS compliant Schedule III), as applicable to the consolidated financial statements and the same forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary, for the Financial Year 2022-23 is given in Form AOC-1 (Annexure 4) which forms an integral part of this Annual Report.

In accordance with Section 136(1) of the Act, the Annual Report of your Company containing inter alia, financial statements including consolidated financial statements, has been placed on the Companys website, http://www.waterbaseindia. com/investor_relations.php. Further, the financial statements of the subsidiary have also been placed on the Companys website separately.

The audited financial statements including the consolidated financial statements of the Company, audited financial statements in respect of the subsidiary company shall be available for inspection for members. Any member desirous of inspecting the above documents may write to the Company and the facility to inspect the documents electronically shall be provided.

E. Any Revision made in Financial Statements or Boards Report

The Company has not revised the Financial Statements or Boards Report in respect of any of the three preceding Financial Years.

F. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct ("the Code") for Directors and Senior Management, which provides guidance on ethical conduct of business and compliance of law.

All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2023. A declaration to this effect, signed by the Chief Executive Officer in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Companys website http://www. waterbaseindia.com/investor_ relations.php.

G. Extract of Annual Return

The details forming part of the extract of the Annual Return for FY 2022-23 in form MGT-9 is made available on the Companys website http:// www.waterbaseindia.com/investor_relations. php.

Further, a copy of the Annual Return of the Company containing the particulars prescribed under section 92 of the Act, in Form MGT-7, as on March 31, 2023, is made available on the Companys website.

H. Management Discussion and Analysis Report

As per the terms of Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report.

I. Related Party Transactions

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the Company.

A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. The Audit Committee also grants omnibus approval for certain contracts and arrangements with Related Parties as per the provisions contained in the Act and Listing Regulations. Since all the Related Party Transactions entered during the Financial Year were on an arms length basis and in the ordinary course of business, no details are required to be provided in Form AOC-2 as prescribed under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

In accordance with the requirements of the Listing Regulations, the Company has also adopted Policy on Materiality and dealing with Related Party Transactions and the same has been placed on the website of the Company.

J. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report as Annexure 5.

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

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is furnished in Annexure 2 and forms part of this Report.

L. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Companys policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaint.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the various Secretarial Standards issued by the Institute of Company Secretaries of India.

20. LISTING OF SHARES

The equity shares of the Company are listed on BSE Ltd. The listing fee for the Financial Year 2023-24 has been paid to the credit of the Stock Exchange.

21. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information for fair disclosure of events and occurrences that could impact price discovery in the market for the Companys securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The Audit Committee on an annual basis conducts a review on the adherence to the policy. The copy of the same is

available on the website of the Company at http:// www.waterbaseindia.com/investor_relations.Php

22. PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at http://www. waterbaseindia.com/investor_relations.php

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

No application under IBC was initiated by the Company as on March 31,2023. There was no instance of one time settlement with any Bank or financial institutions.

24. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which is instrumental in sustained performance of the Company. Your Directors also sincerely thank channel partners, shareholders, various Government & other Statutory Authorities, Banks, Financial Institutions and Analysts for their continued assistance, co- operation and support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Varun Aditya Thapar Shashikala Venkatraman

Director Director

DIN: 02322660 DIN:02125617

Place: New Delhi

Date: May 25, 2023

Annexure - 1 to the Directors Report

NOMINATION AND REMUNERATION POLICY AND REMUNERATION DETAILS

A. Nomination and Remuneration Policy

The Nomination and Remuneration Policy has been formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirement), 2015, as amended from time to time. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel has been formulated by the Nomination and Remuneration Committee (NRC) and has been approved by the Board of Directors.

The following are the salient features of the Policy:

B. Objective:

The objective of the policy is to ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and other employees of the quality required to run the Company successfully;

• There is a transparent and consistent system of determining the appropriate level of remuneration across all levels of the Company;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals.

C. Appointment and removal of Director, Key Managerial Personnel and Senior Management Personnel:

a) The NRC shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director and Key Managerial Personnel and recommend his / her appointment, as per the Companys Policy. Similarly, for appointments to Senior Management, the person to be recruited shall have the qualification requisite for the role and should be one of integrity and expertise.

b) The NRC has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The NRC shall ensure that the person to be appointed as Director/ Managing Director/ Whole-Time Director does not suffer from any disqualification stipulated and also possesses all the qualifications stipulated under the Companies Act, 2013. Wherever required,

any such appointment shall be made with the requisite approval of the Central Government.

d) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that, the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

e) Each Executive Director will enter into a contract with the Company clearly setting out the terms and conditions and the remuneration package for that person. The contract will set out the expectations for the performance of the role and criteria for assessment. The NRC and the Board must approve all such contracts.

f) Independent Directors shall be issued a letter of appointment containing the terms and conditions of appointment, expectations from them and the benefits available for such Independent Directors. The appointment letter shall be approved by the NRC and the Board before it is issued to Independent Directors.

g) Key Managerial and Senior Management Personnel (both contractual & permanent) will be issued a Letter of Appointment clearly setting out the terms and conditions and the remuneration package. This appointment will be accompanied with a detailed Job Description stating the Key Responsibility Areas (KRAs) of that respective person. The Executive Director or Chief Executive Officer must approve such appointment letter and the same will be governed by the HR policy.

D. Term / Tenure:

a) Managing Director / Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

i. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

ii. No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

iii. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

iv. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole- time Director of a listed company or such other number as may be prescribed under the Act.

v. The continuation of the term of an Independent Director is subject to the outcome of the annual evaluation process of the Director.

c) Key Managerial and Senior Management Personnel:

Appointment as Key Managerial Personnel shall be without any time limit and as per the terms mentioned in the appointment letter. However, the maximum age for retirement of Key Managerial Personnel shall be as per the policy applicable for all the other employees of the Company. The continuation of Key Managerial Personnel shall also be dependent upon satisfactory performance evaluation. The Committee shall have the full freedom to recommend the removal of any Key Managerial Personnel if performance evaluation is found unsatisfactory.

E. Evaluation:

i. The NRC shall carry out evaluation of performance of Directors at yearly intervals or at such intervals as may be considered necessary. This shall include evaluation of Independent Directors.

ii. The NRC shall recommend the performance evaluation criteria for Board approval. The evaluation criteria shall comprise the framework of evaluation applicable for Directors (including the Chairman and Independent Directors), the Board as a whole and various Committees of Directors.

iii. The NRC shall also lay down the evaluation parameters (KRAs) of Key Managerial and Senior Management Personnel. These parameters shall be suitably incorporated in the Performance evaluation framework applicable to Key Managerial and Senior Management Personnel who shall be subject to annual evaluation process based on these parameters.

iv. A report on annual performance evaluation of the Key Managerial and Senior Management Personnel shall be placed before the NRC for suitable recommendations to the Board, if needed.

F. Remuneration details to Directors/KMP/Senior Management Personnel/Other Employees:

1) Remuneration to Managing Director/Whole-Time Directors:

a) The Remuneration / Commission etc. to be paid to Managing Director / Whole Time Directors etc. shall be governed as per the provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The NRC shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole Time Directors.

c) The Board in consultation with the NRC will from time to time determine the fixed remuneration level for Managing / Whole time Directors. Such remuneration levels will be determined according to industry standards, market conditions and scale of the Companys business relating to the position.

d) The Board in consultation with the NRC may determine incentive designed to create a strong relationship between performance and remuneration. However, such remuneration shall be within the limits specified by the Act and approval of shareholders.

e) Termination benefits shall be as per the terms specified in the Contract.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the NRC and approved by the Board of Directors.

b) The remuneration of the Non - Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the NRC and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non - Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above, if the following conditions are satisfied:

i. The services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.

e) The Board in consultation with the NRC will from time to time determine the Commission payable to Non-Executive Directors. Such Commission shall be within the limits specified by the Act / approved by Shareholders. The actual commission will be determined according to industry standards, relevant laws and regulations, labour market conditions and scale of the Companys business relating to the position.

3) Remuneration to Key Managerial and Senior Management Personnel:

a) The remuneration to Key Managerial and Senior Management Personnel shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

b) The fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time. The Board in consultation with the NRC will, from time to time determine the fixed remuneration level. Such remuneration levels will be determined according to industry standards, market conditions and other factors.

c) The incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial and Senior Management Personnel, to be decided annually or at such intervals as may be considered appropriate by the Board in consultation with the NRC.

4) Remuneration to Other Employees:

The Chief Executive Officer will approve the form of remuneration which may include fixed remuneration, termination payments and employee entitlement for other employees of the Company.

Disclosure of Remuneration under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The details of remuneration during the financial year, 2022-23 as per Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended, are as follows.

1. The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23:

Name of Director	Designation	Ratio #
Mr. Vikramaditya Mohan Thapar	Chairman	0.17
Mr. Varun Aditya Thapar	Director	0.37
Mr. Anil Kumar Bhandari	Director	0.43
Mr. Ranjit Mehta*	Director	0.37
Mr. Rahul Kapur	Director	0.33
Ms. Shashikala Venkatraman	Director	0.22
Ms. Nitasha Thapar**	Director	0.06

Note:

# Number of times the median remuneration.

* Ceased to be a Director w.e.f February 08, 2023.

**Appointed as a Director w.e.f February 08, 2023.

2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year 2022-23:

Name of Director, CEO, CFO & CS	Designation	% Increase/(Decrease) in remuneration
Mr. Vikramaditya Mohan Thapar	Chairman	(25.00)
Mr. Varun Aditya Thapar	Director	-
Mr. Anil Kumar Bhandari	Director	-
Mr. Ranjit Mehta	Director	NA
Mr. Rahul Kapur	Director	(21.74)
Ms. Shashikala Venkatraman	Director	-
Ms. Nitasha Thapar	Director	NA
Mr. Ramakanth V Akula	Chief Executive Officer	-
Mr. R. Sureshkumar	Chief Financial Officer	5
Mr. T B Srikkanth	Company Secretary	NA
Mr. Bala Arumugam	Company Secretary	NA

NA - Resigned or Appointed during the year / previous year, hence is not comparable.

3. The percentage increase in the median remuneration of employees in the financial year: 2%

4. The number of permanent employees on the rolls of Company as on March 31, 2023: 290

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and comparison with the percentile increase in the managerial remuneration and justification thereof. Whether there are any exceptional circumstances for increase in the managerial remuneration.

Parameters
Average % increase in the salaries of employees other than managerial personnel	-1.37
(Financial Year, 2022-23)
Average % increase in the managerial remuneration (Financial Year, 2022-23)	-1.40
Remarks	-

6. Affirmation:

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company.

Particulars required by Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8(3) of the Companies (Accounts) Rules, 2014 are as given below:

A. Conservation of Energy

a) The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) The Company has taken actions leading to energy conservation on fuel & power and has also taken efforts on reduction of average cost of fuel & power per ton of production. However, no specific investment has been made in reduction in energy consumption.

c) Further, to enhance conservation & reduction towards carbon emission, company is working on sourcing of renewable energy from reliable sources. The Company is in advance talks with vendors to put in place a Solar Unit. As the impact of measures taken for conservation and optimum utilization are not quantitative, its impact on cost cannot be quantified.

d) The Company is in the process of revamping the old electrical system to ensure seamless power supply, increase energy efficiency and ensure greater safety.

B. Technology Absorption

a) The Company continuously interacts with international experts on Shrimp feed nutrition, water quality management and development of specialized feed ingredients. The Company also works closely with reputed institutes who are involved in Aqua Feed Nutrition Research. All the Research & Development (R&D) activities are carried out in- house in collaboration with such experts/ institutes.

b) The Company has done extensive research on replacements for ingredients that are being fish meal and fish oil. The Company has put in efforts to find alternate ingredients to replace them in association with internationally reputed

research firms and the results have been so far encouraging.

c) The Company constantly works on its feed formulation improves it so that the feeds travel beyond meeting nutritional requirements. The benefits arising out of the R&D areas are as below:

• Improving Feed Conversion Ratio (FCR)

• Reducing visceral waste & improving yield

• Reducing environmental output (pond conditions)

• Optimizing digestible nutrient levels (maintaining performance)

• Reducing impact of infections on productivity

• Reducing the probability of Bacterial/ Viral infections and Parasitic infestations

d) The company has also forayed into natural based animal health care products to improve shrimp farming efficiency, which in turn helps farmers in better yields.

e) The expenditure incurred during the year under review towards Research & Development is as follows:

• Revenue expenses - T 112.64 Lakhs

• Capital expenses - T 13.86 Lakhs

C. Foreign Exchange Earnings and Outgo

T in Lakhs

Particulars	2022-23	2021-22
Earnings in Foreign Exchange	2,252.57	4,999.59
Foreign Exchange Outgo	317.29	1,699.43

For and on behalf of the Board of Directors

Sd/- Sd/-

Varun Aditya Thapar Shashikala Venkatraman

Director Director

DIN:02322660 DIN:02125617

Place: New Delhi Date: May 25, 2023

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline on CSR Policy of the Company

The CSR Policy of the Company has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 ("the Act") and the Rules made thereunder. The Corporate Social Responsibility (CSR) activities of the Company have already been textured into the Companys value system being part of the KCT Group.

The CSR activities of the Company are routed through the KCT Group Trust specifically formed for the purpose of carrying out the CSR activities as mandated under section 135 of the Act.

To positively impact the lives of the disadvantaged by supporting and engaging in corporate social responsibility activities.

2. Composition of the CSR committee:

S. No Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR committee held during the year	Number of meetings of CSR committee attended during the year
1 Mr. Vikramaditya Mohan Thapar	Chairperson	1	-
2 Ms. Nitasha Thapar*	Director	1	-
3 Ms. Shashikala Venkatraman	Director	1	1
4. Mr. Ranjit Mehta**	Director	1	1

* Ms. Nitasha Thapar, Non-Executive Director was appointed to be member of the Committee with effect from February 9, 2023.

**Mr. Ranjit Mehta ceased to be a Director from the Board with effect from February 8, 2023.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company

https://www.waterbaseindia.com/investor_relations.php

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable : Not Applicable (NA)

5. Rs. in Lakhs

(a) Average net profit of the company as per section 135(5)	1,449.87
(b) Two percent of average net profit of the company as per section 135(5)	28.99
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years	NIL
(d) Amount required to be set off for the financial year, if any	NIL
(e) Total CSR obligation for the financial year (b + c - d)	28.99
6.	Rs. in Lakhs
(a) Amount spent on CSR Projects:
(i) On going Project	-
(ii) Other than ongoing Project	28.99
(b) Amount spent in Administrative Overheads.	-
(c) Amount spent on Impact Assessment, if applicable.	NA
(d) Total amount spent for the Financial Year [ (a)+(b)+(c) ].	28.99

(e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent for the Financial Year (Rs. in Lakhs)	Amount Unspent (Rs. in Lakhs)
	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
T 28.99	NA	NA	NA	NA	NA

(f) Excess amount for set off, if any:

S. No. Particulars	(Rs. in Lakhs)
i Two percent of average net profit of the company as per section 135(5)	28.99
ii Total amount spent for the Financial Year	28.99
iii Excess amount spent for the financial year [(ii)-(i)]	NA
iv Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NA
v Amount available for set off in succeeding financial years [(iii)-(iv)]	NA

7. Details of Unspent CSR amount for the preceding three financial years: Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: NA

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5): NA

The CSR Committee and Board hereby confirms that the implementation and monitoring of CSR policy is in line with CSR objectives and policy of the Company.

Place : New Delhi Date : May 25, 2023

For and on behalf of the CSR Committee and the Board of Directors

Sd/- Sd/-

Vikramaditya Mohan Thapar Varun Aditya Thapar

Chairman - CSR Committee Director

DIN :00030967 DIN: 02322660

FORM NO. AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures

Part "A": Subsidiaries

(Amounts in T Lakhs)

Name of the subsidiary	Waterbase Frozen Foods Private Limited (CIN : U05000TN2015PTC151924) Previously known as Saatatya Vistaar Oorja Bengaluru Private Limited
Date since when subsidiary was acquired	March 25, 2020
Reporting period for the subsidiary concerned, if different from the holding companys reporting period	Reporting period is from April 1 to March 31 i.e. March 31, 2023
Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries	N.A.
Share capital	5.50
Reserves & surplus	(9.47)
Total assets	1.19
Total Liabilities	1.19
Investments	-
Turnover	-
Profit/ (Loss) before taxation	(0.91)
Provision for taxation	-
Profit/ (Loss) after taxation	(0.91)
Proposed Dividend	-
Extent of shareholding (in percentage)	100%

1. Subsidiary Companies which are yet to commence operations: Waterbase Frozen Foods Private Limited

2. Subsidiary Companies which have been liquidated or sold during the year: NIL

Part "B": Associates and Joint Ventures : NIL

Place: New Delhi Date: May 25, 2023

For and on behalf of the Board of Directors

Sd/- Sd/-

Varun Aditya Thapar Shashikala Venkatraman

Director Director

DIN: 02322660 DIN: 02125617