Marinetrans India Ltd Directors Report

To,

The Members,

Marinetrans India Limited

Your Directors are delighted to present the 22^nd Annual Report on Companys Business Operations along with the Audited Financial Statements for the financial year ended 31^st March 2026.

FINANCIAL SUMMARY

The Standalone Financial Results of the Company for the year ended 31^st March, 2026 are as follows:

Particulars	Financial Year Ended 31st March, 2026	Financial Year Ended 31st March 2025
Revenue from operations	12,728.51	15,768.28
Other Income	44.27	13.78
Total Income	12,772.77	15,782.07
Direct Expenses	11,994.48	15,041.02
Employee benefits expense	408.11	358.81
Finance Cost	87.84	92.81
Depreciation and Amortization	17.62	17.25
Other expenses	166.06	184.28
Total Expenses	12,674.11	15,694.17
Profit Before Tax	98.66	87.90
Tax expenses (Current year)	28.03	36.45
Earlier Year	12.59	(3.24)
Deferred Tax	(1.53)	4.96
Profit After Tax	59.56	49.74
Earnings Per Share (in Rs.)
Basic	0.46	0.39
Diluted	0.46	0.39

FINANCIAL PREVIEW

The financial changes for Marinetrans India Limited primarily impacted the companys profitability margins and operational efficiency, as evidenced by a 19.76% variance in the net profit caused by achieving higher profits despite a lower total turnover. This operational shift directly benefited shareholders by increasing basic earnings per share from Rs.0.39 to Rs.0.46.

Furthermore, the company experienced a significant boost in liquidity and internal accruals, moving from a deficit in operating cash flow to generating Rs.48.86 lakhs in net cash, which improves its capacity to manage day-to-day obligations.

A detailed discussion on review of operations of the Company has been included in Management Discussion and Analysis which forms part of this Annual Report which, inter-alia, deals adequately with the operations as well as the current and future outlook of the Company.

The Company does not have any Subsidiary or Associate Company during the FY 2025-26; hence the provisions of consolidation of financials by the Company of its Subsidiary or Associate Company for the financial year ended on 31st March 2026 are not applicable to the Company.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

Marinetrans is engaged in the business of Customs Carrying and Freight Forwarding (CCFF), providing integrated logistics solutions across transportation, customs clearance, freight forwarding, supply chain management, and warehousing support. The Company continues to serve a diverse customer base through reliable and customized logistics solutions, supported by its operational expertise and established network. The logistics industry continues to evolve with increasing emphasis on efficiency, digitalization, and resilient supply chains. In this environment, the Company remains focused on strengthening its operational capabilities, enhancing service quality, and delivering consistent value to its customers.

Our Strategy

The Companys strategy remains focused on driving sustainable growth through operational excellence, disciplined execution, and prudent financial management. Marinetrans continues to strengthen its core business through an asset-light approach, with a continued emphasis on improving profitability, enhancing operating margins, optimizing costs, and ensuring efficient capital allocation. The Company is also progressively leveraging technology to improve operational efficiency and customer responsiveness while pursuing growth opportunities that complement its core business. With its focus on customer-centric service delivery and continuous improvement, the Company remains well-positioned to create long-term value for all stakeholders.

TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserve for the financial year under review. In line with the Companys growth strategy and with a view to strengthening its financial position, the entire profit for the year has been retained and transferred to the Surplus in the Statement of Profit and Loss.

DIVIDEND

The Board propose to preserve the profits for the growth of the company and do not recommend any dividend for the financial year under review. There are no unpaid and unclaimed dividends of previous years and hence the requirement to transfer amount to investor education and protection fund is not applicable to the Company. The Dividend Distribution Policy as adopted and formulated by the Board pursuant to Regulation 43A of the Listing Regulations is available on the website of the Company.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.13,00,00,000/- (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakh) equity shares of Rs.10/- each.

Paid up share capital of the Company is Rs.12,72,60,000 /- (Rupees Twelve crore Seventy-Two lakhs Sixty Thousand Only) divided into 1,27,26,000 (One Crore Twenty-Seven Lakhs Twenty-Six Thousand Only) equity shares of Rs. 10/- each.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, the Company has not given any Loans/Guarantees/Securities and it has not made any investment under Section 186 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

INTERNAL CONTROL SYSTEMS:

Internal Financial Controls and Their Adequacy

The Company has established an adequate system of internal financial controls commensurate with the nature, size, and complexity of its business operations. The internal control framework is designed to provide reasonable assurance regarding the efficiency and effectiveness of operations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Based on the evaluation carried out during the year, the Board is of the opinion that the Company has adequate internal financial controls and that such controls were operating effectively as at March 31, 2026.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:

The Company does not have any subsidiary, associate and joint venture Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

AUDITORS:

Statutory Auditors-

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013, M/s Billimoria Mehta & Co. (Firm Registration No. 101490W) were re-appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office until the conclusion of the Annual General Meeting ("AGM") to be held in the year 2030.

The Statutory Auditors Report for the financial year under review does not contain any qualification, reservation, adverse remark or disclaimer except the following observation:

"With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, the remuneration paid to the Managing Director during the year aggregating to Rs. 29.81 Lakhs is in excess of the limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013 which are subject to the approval of shareholders in the general meeting. "

The management hereby informs that during the financial year 2024-25, a total remuneration of Rs.36.00 Lakhs was paid to Mr. Tirajkumar Babu Kotian (DIN: 00022294), Managing Director of the Company. Due to an inadequacy of net profits calculated under Section 198 of the Companies Act, 2013, this remuneration exceeded the limits prescribed under Section 197, read with Schedule V of the Act, by an amount of Rs.29.81 Lakhs. This excess payment was made in good faith, reflecting the Managing Directors professional qualifications, extensive experience, industry expertise, leadership role, and overall contribution to the Company. Pending necessary approvals, the Managing Director holds the excess amount of Rs.29.81 Lakhs in trust for the Company. The retention of this excess remuneration remains strictly subject to Shareholder approval. Consequently, pursuant to the first proviso to Section 197(10) of the Companies Act, 2013, the Company is seeking the requisite approval from its members via a Special Resolution at the ensuing Annual General Meeting (‘AGM) to ratify the payment and waive the recovery of the excess remuneration.

The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

The Statutory Auditors has provided their eligibility certificate confirming their non- disqualification to continue as statutory auditor of the Company under Section 141 of the Act. Further, as required under the relevant provisions of Listing Regulations, the Statutory Auditors has also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and they hold a valid certificate issued by the Peer Review Board of ICAI.

Secretarial Auditors-

In terms of Section 204 of the Companies Act, 2013 read with the Rules made thereunder, the Board has appointed M/s. Sushant Gawade & Associates (ICSI Peer Review Certificate No. 3676/2023), Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2025-26 and Secretarial Audit Report in Form MR-3 is enclosed herewith as Annexure-2. The Secretarial Audit Report do not contain any qualification, reservation or adverse remark except the following observation:

"The managerial remuneration paid to the Managing Director of the Company during the financial years 2024-25 and 2025-26 was in excess of the limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013. We are informed that the Company is in the process of obtaining the requisite approvals from the Shareholders by way of Special Resolutions at the ensuing General Meeting to ratify and waive the said excess payments. "

The management hereby informs that during the financial years 2024-25 and 2025-26, the managerial remuneration paid by the Company exceeded the limits prescribed under Section 197, read with Schedule V of the Companies Act, 2013 (‘the Act). This overpayment occurred due to an inadequacy of net profits calculated under Section 198 of the Act. These excess payments were made in good faith, reflecting the Managing Directors qualifications, extensive experience, industry expertise, leadership, and overall contribution to the Company. Pending necessary approvals, the Managing Director holds the excess amount in trust for the Company. The ultimate retention of this excess remuneration is strictly subject to Shareholder approval. Consequently, pursuant to the first proviso to Section 197(10) of the Companies Act, 2013, the Company is seeking the requisite approval from its members via a Special Resolution at the ensuing Annual General Meeting (AGM) to ratify the payments and waive the recovery of the excess remuneration.

The Companys specified securities are listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge). In terms of Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement under Regulation 24A relating to the submission of the Annual Secretarial Compliance Report by a Practicing Company Secretary is not applicable to the Company for the financial year under review as the company is listed on the SME Exchange platform.

The Company has complied with all Secretarial Standards issued and notified by the Institute of Company Secretaries of India (ICSI) as amended/replaced from time to time.

Internal Auditors-

During the financial year M/s. Vatsaraj & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 111327W) was appointed as Internal Auditor of the Company for FY 2025-26 pursuant to the provisions of Section 138 of the Companies Act, 2013.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools strengthen the operating procedures.

Cost audit and Record-

The provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company for the FY 2025-26.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The auditors have not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company during FY 2025-26.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition

As of March 31, 2026, the Board of Directors of the Company comprised four Directors: 1 (One) Managing Director, 1 (One) Non-Executive Non-Independent Director, 2 (Two) Non- Executive Independent Directors, including 1 (One) Women Independent Director as below-

Name of Director	DIN	Designation	Appointment Date	Cessation Date
1. Tirajkumar Babu Kotian	00022294	Managing Director	24/06/2004	-
2. Vani Ramesh Alva	09601412	Non Executive Independent Director	14/02/2023	-
3. Arunkumar Narayan Hegde	07925465	Non Executive Non Independent Director	24/01/2024	-
4. Chahan Vinod Vora	10275707	Non Executive Independent Director	03/09/2024

None of the Directors of our Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

Appointment and re-appointment of Director & KMPs: -

During the year under review, except as stated below, no other change took place in the composition of the Board of Directors or the Key Managerial Personnel ("KMP") of the Company. The composition of the Board of Directors is in compliance with the applicable provisions of the Companies Act, 2013 and other applicable regulatory requirements.

Further, Mr. Arun Kumar Narayan Hegde (DIN: 07925465), Non-Executive Non-Independent Director, shall retire by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered himself/herself for re-appointment.

During the year, Mr. Praveen Kunder resigned from the position of Chief Financial Officer ("CFO") of the Company with effect from March 20, 2026. The Board placed on record its appreciation for the services rendered by him during his tenure. Pursuant to the recommendation of the Nomination and Remuneration Committee, Mrs. Usha Dilip Peta was appointed as the Chief Financial Officer of the Company with effect from March 20, 2026.

Mr. Nikhil Joshi resigned from the position of Company Secretary and Compliance Officer of the Company with effect from closing of business hours of May 15, 2026. To fill the subsequent casual vacancy, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Ishvi Mahendra Khare (ICSI Membership No. A51915) as the Whole-time Company Secretary and Compliance Officer of the Company with effect from July 1, 2026

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on the date of this Report:

Mr. Tirajkumar Babu Kotian - Managing Director,

Mrs. Usha Dilip Peta - Chief Financial Officer,

Ms. Ishvi Mahendra Khare - Company Secretary & Compliance Officer

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors under Sections 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulations 25(8) of the Listing Regulations, confirming that they meet and comply with the criteria of independence as prescribed thereunder. The Independent Directors have affirmed compliance with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including proficiency) and expertise and they hold highest standards of integrity.

Further, Independent Directors fulfill the conditions of appointment as specified in the Listing Regulations and are Independent of the Management. The names of Independent Directors are included in Independent Directors data bank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Financial Statements for the financial year ended March 31, 2026:

(1) That in the preparation of the annual accounts for the financial year ended March 31, 2026; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(2) That the directors 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 as on March 31, 2026 and of the profit of the Company for that period;

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) That the directors had prepared annual accounts on a going concern basis;

(5) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively; and

(6) That 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.

DEPOSITS: -

Our Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

BOARD EVALUATION: -

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the annual performance evaluation of the Board of Directors, its Committees, the Chairperson, Independent Directors and individual Directors was undertaken during the year under review.

The performance of the Board, its Committees and individual Directors was evaluated through questionnaires and feedback mechanisms in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Independent Directors, reviewed the performance of the Non-Independent Directors, the Chairperson and the Board as a whole.

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

(A) Conservation of Energy

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company since it doesnt own any manufacturing facility. However, the company has undertaken various energy efficient practices which has strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B) Technology absorption:

Further to the successful roll out of its kind Paperless Shipment Booking Process (e-AWB) for customer in Current financial year, this year as planned the e-docket facility has been extended to our MSME and Strategic customers with compliance level. Additionally, two major initiatives have been rolled out successfully during this financial year which has helped significantly in enhancing the efficiency and accuracy: We have upgraded our booking application to capture docket (AWB) details by scanning the e-waybill QR code and capturing the information from the E-waybill site for complete and accurate data.

(C) Foreign Exchange earnings and outgo:

The particulars of earning and expenditure in foreign exchange during the year are given as follows: :(in Rs. Lakhs)

Summary	As at 31st March, 2026	As at 31st March, 2025
Foreign exchange earnings	1064.17	1,692.48
Foreign exchange outgo	1073.74	1,148.96

VIGIL MECHANISM/ WHISTLE BLOWER POLICY: -

Your Company is committed to maintaining the highest standards of professionalism, honesty, integrity, ethical behaviour and legal business conduct. In furtherance of this commitment, the Company has adopted a Vigil Mechanism/Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with the applicable rules thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said mechanism provides an avenue for directors, employees and other stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud, malpractice, abuse, violation of the Companys code of conduct or any other improper activity.

The Policy also provides adequate safeguards against victimisation of persons availing the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company.

CODE OF CONDUCT

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company is under an obligation to adopt a policy on Code of Conduct for all the Members of the Board of Directors and Senior Management. As per the said Regulation, the Board of Directors adopted the Policy on code of conduct for all the Members of Board of Directors and senior management of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THERE OF Board Meeting: -

The Board of Directors of the Company met 5 (Five) times during the year on 11-04-2025, 06-06-2025, 03-092025, 14-11-2025 & 25-02-2026 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 The names of the Directors and their attendance at the Board Meeting and last Annual General Meeting of Company are given as below:

Name of the Director	Category Of Director	Number of Board Meeting held during the FY 2025-26	Number of Board Meeting attended during the FY 2025-26	Attendance at the last AGM held on September 30,2025
Mr. Tirajkumar Babu Kotian	Executive Director	5	5	Yes
Mr. Arunkumar Narayan Hegde	Non Executive Non Independent Director	5	5	Yes
Mr. Chahan Vinod Vora	Independent, Non Executive	5	4	Yes
Mrs. Vani Ramesh Alva	Independent, Non Executive	5	4	No

COMMITTEES OF BOARD

The Board of Directors has constituted various Committees in accordance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Currently, the Board has three Committees, namely the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. These Committees are constituted with an appropriate mix of Independent Directors and Non-Executive Directors and function within the framework and terms of reference approved by the Board in compliance with the applicable statutory provisions.

1. Audit Committee Meetings:

As on March 31, 2026, the Audit Committee consists of 3 (Three) Members out of which 2 (Two) directors are Non - Executive, Independent Directors and one is Non - Executive & Non- Independent director. All the Members of the Committee are financially literate and possess strong accounting and related financial management expertise. The Company Secretary of the Company acted as Secretary to the Audit Committee. All the recommendations made by the Committee during the year under review were accepted by the Board.

The composition and attendance of the Committee members at the Committee meetings held during the

Financial Year 2025-26 are as follows-

Name of the Committee Members	Category	Audit Committee Meeting held during the FY 2025-26	Audit Committee Meeting attended during the FY 2025-26
Mr. Chahan Vinod Vora	Non-Executive, Independent Director (Chairman)	4	3
Mr. Arunkumar Hegde	Non-Executive, Non Independent Director (Member)	4	4
Mrs. Vani Ramesh Alva	Non-Executive, Independent Director (Member)	4	4

2. Nomination and Remuneration Committee Meetings: -

As on March 31, 2026, the Committee consists of 2 (Two) Non - Executive Independent Directors and 1 (one) Non - Executive Non-Independent Director, the Chairperson being Non-Executive and Independent. The Company Secretary of the Company acted as Secretary to the Nomination and Remuneration Committee. The Board of Directors has accepted all the recommendations made by NRC from time to time.

The composition and attendance of the Committee members at the Committee meetings held during the Financial Year 2025-26 are as follow-

Name of the Committee Members	Category	Nomination & Remuneration Committee Meeting held during the FY 2025-26	Nomination & Remuneration Committee Meeting attended during the FY 2025-26
Mrs. Vani Ramesh Alva	Non-Executive, Independent Director (Chairperson)	2	2
Mr. Arunkumar Hegde	Non-Executive Director (Member)	2	2
Mr. Chahan Vinod Vora	Non-Executive, Independent Director (Member)	2	1

3. Stakeholders Relationship Committee Meetings:

As on March 31, 2026, the Committee consists of 2 (Two) Non - Executive Independent Directors and 1 (one) Non - Executive Non-Independent Director, the Chairperson being Non-Executive and Independent. The Company Secretary of the Company acts as Secretary to the Stakeholder Relationship Committee. The Board of Directors has accepted all the recommendations made by SRC from time to time.

The composition and attendance of the Committee members at the Committee meetings held during the

Financial Year 2025-26 are as follows-

Name of the Committee Members	Category	Stakeholder Relationship Committee Meeting held during the FY 2025-26	Stakeholder Relationship Committee Meeting attended during the FY 2025-26
Mrs. Vani Ramesh Alva	Non-Executive, Independent Director (Chairperson)	2	2
Mr. Arunkumar Hegde	Non-Executive Director (Member)	2	2
Mr. Chahan Vinod Vora	Non-Executive, Independent Director (Member)	2	1

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility are not applicable to the company.

RISK MANAGEMENT POLICY:

Framework

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improve the Companys activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalization of opportunities.

Background and Implementation

The Company is prone to inherent business risks. This document is intended to formalize a risk management policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks. This policy is in compliance with the Listing Agreement which requires the Company to laydown procedure for risk assessment and procedure for risk minimization. The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as maybe applicable to their respective areas of functioning and report to the Board and Audit Committee.

Committee

The Company has not constituted a separate Risk Management Committee. However, the Board of Directors, along with the Audit Committee, oversees and monitors the Companys risk management framework and is responsible for identifying, evaluating, and mitigating key business risks.

PARTICULARS OF REMUNERATION TO DIRECTOR AND EMPLOYEES: -

The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Details of ratio of remuneration to each Director to the median employees remuneration and details of remuneration paid to employees is annexed to this report as "Annexure-1"

The Companys Policy on the appointment and remuneration of Directors, including the criteria for determining qualifications, positive attributes, independence of Directors, and other matters as prescribed under Section 178(3) of the Companies Act, 2013, is available on the Companys website www.marinetrans.in

HUMAN RESOURCES AND INDUSTRIAL RELATIONS: -

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your companys trust is on the promotion of talent internally through job rotation and job enlargement.

PARTICULARS OF EMPLOYEE: -

None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of the same, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder. All employees (permanent, contractual, temporary, and trainees) are covered under this Policy.

The Company has duly constituted Internal Complaints Committees in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The Company organizes workshops and awareness programs at regular intervals for sensitizing the employees with the provisions of the said Act.

The summary of sexual harassment complaints received and disposed of during the year 2025-26 are as follows

Particulars	No.
1. Number of complaints pending at the beginning of the year	Nil
2. Number of complaints received during the year	Nil
3. Number of complaints disposed of during the year	Not Applicable
4. Number of cases pending at the end of the year	Not Applicable

During FY 2025-26, the Company has been complied with the necessary compliances as per the provisions of the Maternity Benefit Act, 1961.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Related Party Transactions (RPT) Policy which is being periodically reviewed by the Audit Committee and approved by the Board. The RPT Policy is available on your Companys website at https: https://marinetrans.in/

All transactions entered into with related parties during the year under review were in the ordinary course of business and on an arms length basis and were approved by the Audit Committee and the Board of Directors. During the year under review there were no material transactions entered by the Company with any of its related parties necessitating approval of the members.

The Particulars of the contracts, arrangements or transactions entered during Financial Year 2025-26that fall under the scope of Section 188(1) of the Act in the prescribed Form AOC-2 is annexed to this report as "Annexure-3". Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION &

PROTECTION FUND

Since the Company has not declared any divided from last 7 years, so the provisions of Section 125 of the act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 is not applicable.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

During the financial year, the annual performance evaluation of the Board of Directors, its Committees, and individual Directors, including the Chairman of the Company, was carried out in accordance with the criteria and process approved by the Nomination and Remuneration Committee.

The evaluation covered various aspects relating to the functioning of the Board and its Committees, including composition, effectiveness, governance practices, participation, and contribution of individual Directors. Based on the evaluation results and subsequent discussions, the Board expressed satisfaction with the overall performance and effectiveness of the Board, its Committees, and the individual Directors.

The Board also reviewed and assessed the independence of the Independent Directors and confirmed that they continue to satisfy the criteria of independence as prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and remain independent of the management.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016:

During the year under review no application was made, further no any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

THE DETAILS OF DIFFERENCE BETWEEN THE 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: -

During the year under review, there was no one-time settlement of loans from Bank and Financial Institutions.

MANAGEMENT DISCUSSION AND ANALYSIS: -

The Management Discussion and analysis forms part of this annual Report as "Annexure-4" for the year ended 31st March 2026.

ANNUAL RETURN

The annual return of the Company as per the provision of Section 134(3)(a) and 92(3) of the Companies Act, 2013 is available on website of the Company at https://marinetrans.in/investor-relation/

COMPLIANCE OF CORPORATE GOVERNANCE PROVISIONS

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paras C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

Notwithstanding the above exemption, the Company remains committed to maintaining high standards of corporate governance, transparency and regulatory compliance, and has complied with all other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GREEN INITIATIVES

In continuation of General Circular No. 03/2025 dated 22nd September, 2025 issued by the Ministry of Corporate Affairs and other previous circulars issued in this regard, the Notice of the AGM along with the Annual Report for the Financial Year 2025-26 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Members may note that the Notice of AGM and the Annual Report for the Financial Year 2025-26 will also be available on the Companys website at https://marinetrans.in/ and on the website of the Stock Exchange, i.e., www. nseindia. com/

CAUTIONARY STATEMENT

The Management Discussion and Analysis section contains statements regarding the Companys objectives, projections, estimates, expectations, or predictions, which may be considered as ‘forward-looking statements according to applicable laws and regulations. It should be noted that actual results may differ significantly from those expressed or implied in these statements. The Company is under no obligation to publicly amend, modify, or revise any forward-looking statements, whether due to subsequent developments, new information, events, or any other reason.

OTHER DISCLOSURES

During the financial year under review:

a) There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

b) The Company does not have any scheme of provision for the purchase of its own shares by employees or by trustees for the benefit of employees.

c) The Company has used accounting software for maintaining its books of accounts for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Employees, Shareholders, Customers and Suppliers, for their support and cooperation during the year under review.