Marinetrans India Ltd Directors Report

To,

The Members,

Marinetrans India Limited (“the Company”)

On behalf of the Board of Directors, it is our immense pleasure in presenting our 21st (Twenty-First) Annual Report on the business and operations together with the Audited Financial Statements for the year ended 31st March 2025.

1. FINANCIAL RESULTS

The Financial Results of the Companys performance for the year under review and those of the previous year are as follows:

Particulars	2024-25	2023-24
Revenue from operations	15,768.28	10,633.99
Other Income	12.49	12.02
Total Income	15,780.77	10,646.99
Direct Expenses	15,041.02	9,896.56
Employee benefits expense	358.81	355.91
Finance Cost	92.81	95.81
Depreciation and Amortization	17.25	18.14
Other expenses	182.98	196.76
Total Expenses	15,692.87	(10,563.18)
Profit Before Tax	87.90	82.83
Tax expenses (Current year)	36.45	26.86
Earlier Year	4.96	-
Deferred Tax	(3.24)	(0.90)
Profit After Tax	49.74	56.87
Earnings Per Share (in ^)
Basic	0.39	0.58
Diluted	0.39	0.58

2. STANDALONE & CONSOLIDATED FINANCIAL PREVIEW

Standalone financial statement performance

During the year under review for fiscal year 2025, the Company experienced a noticeable increase in the financial performance by 48.28% as compared to fiscal year 2024. Total revenue from operations and other income increased to f 15,780.77 lakhs, as compared from f 10,646.99 lakhs in FY 2024. This increase in revenue led to an increase in profit before tax, which reported to f87.90 lakhs in FY 2025, compared to f82.83 lakhs in FY 2024. The Earnings Per Share (EPS) for the financial year ended March 31, 2025, was reported as f0.39, compared to f0.58 in FY 2024 on a basic/diluted basis.

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.

The Company does not have any Subsidiary or Associate Company during the FY 2024-25; hence the provisions of consolidation of financials by the Company of its Subsidiary or Associate Company for the financial year ended on 31st March 2025 are not applicable to the Company.

3. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

Marinetrans is a leading in providing customs carrying and freight forwarding (CCFF) services, offering comprehensive logistics solutions that encompass end-to-end services, including transportation, payments, and inventory management. The company also provides third-party logistics (3PL) and warehousing solutions tailored to meet the diverse needs of its customers across various industries. With an extensive and far-reaching network, Marinetrans is uniquely positioned to deliver customized and specific solutions, leveraging its expertise to meet the distinct requirements of its clients.

Our Strategy

Marinetrans continues to focus on organic transformation and inorganic growth through strategic turnarounds. The core strategy revolves around scaling the business via asset-light, digitally enabled operations. Concurrently, the company is divesting non-core businesses to concentrate on and expand its core operations.

The ongoing restructuring efforts, including the sale and dissolution of subsidiary companies, are expected to further this strategic focus by providing greater strategic decision. With nearly two decades of experience in managing international supply chain networks, Marinetrans is well-positioned for significant growth in the years ahead.

4. TRANSFER TO RESERVES:-

The company has decided against transferring any portion of its annual profits to designated reserves, keeping in mind the strategy of fueling the growth plans by reinvesting the earnings, the Company has decided to transfer its profit for the year to the surplus of the profit & loss account.

5. DIVIDEND:-

The Board does 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 your Company at https://marinetrans.in/investor-relation/

6. CAPITAL STRUCTURE: -

A. Authorized Capital and Changes thereon, if any:

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

B. Paid up Capital and Changes thereon, if any:

Paid up share capital of the Company is f12,72,60,000 / - (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 f10/- each.

7. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF THE FINANCIAL

YEAR: -

There have been no 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.

8. 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.

9. 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 auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

10. 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.

11. INTERNAL CONTROL SYSTEMS: -

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. Significant features of the Companys internal control system are:

• A leading firm of Chartered Accountants manages the Internal Audit function in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

• The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors, and reviewers.

• Adherence with a comprehensive information security policy and continuous upgrades of the Companys IT systems for strengthening automated controls.

• Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance. During the year, the internal controls were tested and found effective, as a part of the Managements control testing initiative.

• Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Companys Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2025.

12. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY: -

As of March 31, 2025, the Company has no subsidiaries/associate and joint venture. This strategic decision is expected to enhance profitability in the future.

13. AUDITORS & AUDIT REPORTS: -

- Statutory Auditors

The current Statutory Auditors of the Company M/s. Billimoria Mehta & Co. (FRN: 101490W), as the Statutory Auditors of the Company.

M/s. Billimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W), have conveyed their consent for being re-appointed as the Statutory Auditors of the Company for the financial year 2025-2026 to 2029-30, along with a confirmation that their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013, and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013. requisite resolution shall form part of the notice convening the ensuing Annual General Meeting.

The Emphasis of Matter mentioned in the Auditors Report is self-explanatory. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their Auditors Report which requires any clarifications/explanations. The notes on financial statements are self-explanatory, and needs no further explanation.

- Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board has appointed M/s. Sushant Gawade & Associates (ICSI Peer Review Certificate No. 3676/2023), Practicing Company Secretary as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure 2 to this report. The report is selfexplanatory and do not call for any further comments.

The Company has also complied with the Standards of Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India as applicable during the year ended 31st March 2025.

- 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 2024-25 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 2024-25.

14. CHANGE IN THE NATURE OF BUSINESS: -

There is no change in the nature of the business of the company during FY 2024-25.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL: -

Composition

As of March 31, 2025, the Board of Directors of the Company comprised four Directors: 1 (One) Managing Director, 1 (One) NonExecutive Director, 2 (Two) Non- Executive Independent Directors, including 1 (One) Women Independent Director as below.

Sr. No. 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 Director	24/01/2024
4. Chahan Vinod Vora	10275707	Non-Executive Independent Director	03/09/2024
5. Shobha Rustagi	03503850	Non-Executive Independent Director	14/02/2023	30/06/2024

None of the Directors of your 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 FY 2024-25, Mr. Chahan Vinod Vora (DIN: 10275707) was appointed on the Board as an Independent Director w.e.f. September 03, 2024. The appointment of Mr. Chahan Vinod Vora (DIN: 10275707) was further confirmed by the Shareholders at the 20th Annual General Meeting of the Company held on September 30, 2024. During the FY 2024-25, the appointment of Mr. Arunkumar Narayan Hegde (DIN: 07925465) was confirmed by the Shareholders at the 20th Annual General Meeting of the Company held on September 30, 2024.

Mr. Praveen C. Kunder is Chief Financial Officer of the Company who was appointed w.e.f. February 14, 2023 and Mr. Nikhil Kishor Joshi is the Company Secretary and Compliance Officer of the Company, who was appointed w.e.f. May 19, 2023.

Director liable to retire by rotation:

As per the provisions of Section 152 of the Act, Mr. Arunkumar Hegde (DIN: 07925465) Non-executive Director, whose office is liable to retire at the ensuing 21^st Annual General Meeting (AGM), being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

Resignation and Removal:

None of the Directors are disqualified under Section 164(2) of the Act.

During the FY 2024-25, Ms. Shobha Rustagi (DIN: 03503850) was resigned as an Independent Director of the Company w.e.f. June 30, 2024. There was no removal of the Director on the Board of the Company during the FY 2024-25.

Appointment and resignation occurred after closing of financial year.

As required under provisions of the Act and SEBI Listing Regulations, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence.

16. DECLARATION BY INDEPENDENT DIRECTORS:

The Board of Directors of your Company comprises optimal number of Independent Directors. The following independent Non-Executive Directors are in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

1. Vani Ramesh Alva (DIN: 09601412)

2. Chahan Vinod Vora (DIN: 10275707)

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including proficiency).

Your Company has established procedures to be followed for familiarizing the Independent Directors with their roles and responsibilities and business of the Company.

The details of the familiarization programmes imparted for Independent Directors are available on the website of the Company at https://marinetrans.in/investor-relation/

During the Financial Year 2024-25, a separate meeting of Independent Directors, without the participation of NonIndependent Directors and members of the Management was held on January 29, 2025.

17. DIRECTORS RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with Ind AS as prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.

Pursuant to Section 134(3)(c) read with 134(5) of the Act, the Board of Directors of your Company hereby states and confirms that:

- In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

- They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profit of the Company for the period April 1, 2024 to March 31, 2025;

- They have taken proper and sufficient care of the maintenance of adequate accounting records, under the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts for the year ended March 31, 2025, on a going concern basis;

- They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and they have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems are adequate and operating effectively.

18. 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.

19. BOARD EVALUATION

Pursuant to provisions of the Act and the Listing Regulations, annual performance evaluation of the Directors including the Chairperson, Board and its Committees has been carried out. As part of the evaluation process, individual criteria for each of the exercise was formulated. Each member of the Board/Committee/Director was sent a formal questionnaire to evaluate different categories based on several parameters. According to the Act and Listing Regulations, they had to rate each parameter individually. The evaluations were presented to the Board, Nomination and Remuneration Committee, and the Independent Directors Meeting for review.

20. 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 f Lakhs)

Summary	As at 31st March, 2025	As at 31st March 2024
Foreign exchange earnings	1,692.48	913.11
Foreign exchange outgo	1,148.96	507.15

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY: -

In pursuant to the section 177 (9) & (10) of the Companies Act, 2013, a vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the Website of the Company at https://marinetrans.in/ under Investor>>Policy>> Whistle Blower Policy link. None of the personnel of the Company have been denied to access the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

22. 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.

23. 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 29/04/2024, 05/06/2024, 03/09/2024, 14/11/2024 and 10/03/2025, 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	Board Meeting held during Tenure of Director	Board Meeting attended	Attendance at the Last Annual General Meeting
Mr. Tirajkumar Babu Kotian	5	5	Yes
Mr. Arunkumar Narayan Hegde	5	5	Yes
Mr. Chahan Vinod Vora	3	3	Yes
Mrs. Vani Ramesh Alva	5	5	Yes
Ms. Shobha Rustagi*	1	1	No

*Ms. Shobha Rustagi (DIN: 03503850) was resigned as an Independent Director of the Company w.e.f. June 30, 2024. COMMITTEES OF BOARD

Currently, the Board has three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All committees are constituted with the proper composition of Independent Directors and Non-Executive Directors as specified in relevant provisions of Companies Act, 2013.

1. Nomination and Remuneration Committee Meetings: -

Members of the Nomination and Remuneration Committee as on 31st March 2025 were Mrs. Vani Ramesh Alva (Chairperson), Mr. Chahan Vinod Vora and Mr. Arunkumar Hedge. The Company Secretary acts as the Secretary to the Audit Committee. All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreement between the Committee and Board.

Name of the committee members	NRC Meeting held during Tenure of NRC Meeting held during	NRC Meeting held during
Mrs. Vani Ramesh Alva (Chairperson)	2	2
Mr. Arunkumar Hegde	2	2
Mr. Chahan Vinod Vora	2	2
Ms. Shobha Rustagi*	0	0

* Ms. Shobha Rustagi (DIN: 03503850) was resigned as an Independent Director of the Company w.e.f. June 30, 2024.

2. Audit Committee Meetings: -

Members of the Audit Committee as on 31st March 2025 were Mrs. Vani Ramesh Alva (Chairperson), Mr. Chahan Vinod Vora and Mr. Arunkumar Hedge. The Company Secretary acts as the Secretary to the Audit Committee. All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreement between the Committee and Board.

Name of the committee members	NRC Meeting held during Tenure of NRC Meeting held during	NRC Meeting held during
Mr. Chahan Vinod Vora (Chairperson)	3	3
Mr. Arunkumar Hegde	4	4
Mrs. Vani Ramesh Alva	4	4
Ms. Shobha Rustagi*	1	1

* Ms. Shobha Rustagi (DIN: 03503850) was resigned as an Independent Director of the Company w.e.f. June 30, 2024. 3. Stakeholder Relationship Committee Meetings: -

Name of the committee members	NRC Meeting held during Tenure of NRC Meeting held during	NRC Meeting held during
Mrs. Vani Ramesh Alva (Chairperson)	2	2
Mr. Arunkumar Hegde	2	2
Mr. Chahan Vinod Vora	2	2
Ms. Shobha Rustagi*	0	0

* Ms. Shobha Rustagi (DIN: 03503850) was resigned as an Independent Director of the Company w.e.f. June 30, 2024.

24. 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.

25. 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 made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

26. 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 Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website www.marinetrans.in

27. 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.

28. 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

29. 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. During the year, the Company received no complaints for sexual harassment at the workplace.

Sr. No. Particulars	Nos.
1. The number of sexual harassment complaints received during the year	Nil
2. The number of such complaints disposed of during the year	N.A.
3. The number of cases pending for a period exceeding ninety days	Nil

During FY 2024-25, the Company has been complied with the necessary compliances as per the provisions of the Maternity Benefit Act, 1961.

30. 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. However, the Board is seeking approval from the Shareholders to enter into related party transactions during the FY 2024-25 to FY 2026-27. Accordingly, requisite resolutions and disclosures in the explanatory statement shall form part of the notice convening the ensuing Annual General Meeting.

Particulars of the contracts, arrangements or transactions entered during Financial Year 2024-25 that 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.

31. INVESTOR EDUCATION AND PROTECTION FUND

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

32. BOARD EVALUATION: -

In compliance with the provision of Companies Act, 2013 and Listing Compliances, the Board carried out an annual evaluation of its own performance and independent directors. It also evaluated the performance of its committees. The evaluation inter- alia covered different aspects viz. composition of board and its committees, qualification, performance, inter-personal skills, submission done by the director in varied disciplines related to the companys business etc.

33. 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.

34. 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.

35. MANAGEMENT DISCUSSION AND ANALYSIS: -

The Management Discussion and analysis forms part of this annual Report as “Annexure-4” for the year ended 31st March 2025.

36. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at https://marinetrans.in/

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (Form MGT- 9) as part of this Boards Report.

37. CORPORATE GOVERNANCE: -

The provision of Corporate Governance requirements as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D & E of schedule V of SEBI (LODR) Regulations, 2015, are not applicable to the Company. The Company has, however, complied with all the other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

38. GREEN INITIATIVES

AGM along with Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Companys website https://marinetrans.in websites of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia.com respectively. The above is in compliance with General Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No.

39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 20/2021 dated December 08, 2021, General Circular No. 2/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022, and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs.

39. 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, 2025 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.

d) The Company has appointed Mr. Nikhil Kishor Joshi (PAN: ATQPJ3592H), Company Secretary & Compliance Officer of the Company, is the Designated Person, as per Rule 9(4) of the Companies (Management and Administration) Second Amendment Rules, 2023 for providing, information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the Company and the same has been reported in the previous Annual Return of the Company.

40. ACKNOWLEDGEMENT: -

Your directors take this Opportunity to thank the Customers, Shareholders, Suppliers, Bankers, Financial Institutions, Local Bodies, Executives and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the logistics industry.

On behalf of the Board of Directors

Marinetrans India Limited

Sd/-

Tirajkumar Babu Kotian

DIN:00022294

Managing Director & Chairman

Regd. Office:

801/802, 8th Floor, Vindhya Commercial Complex, Plot No. 1, Sector 11, CBD Belapur, Thane, Navi Mumbai, Maharashtra, India, 400614

E-mail id: - compliance@marinetrans.in

Contact details:- +917777045320

Website: - www.marinetrans.in

Date: September 03, 2025

Place: Navi Mumbai