Sadhav Shipping Ltd Directors Report

To,

The Shareholders,

Your Directors have pleasure in presenting the 28^th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2025.

The following is the highlight of the standalone financial performance of the Company during the financial year under review:

Amount In Lakhs

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from Operations	9,686.46	8,424.63
Other Income	57.68	45.67
Total Income	9,744.14	8,470.30
Finance Cost	641.05	432.95
Depreciation	747.46	438.03
Other Operating Expenses	6,613.72	6,382.76
Total Expenses	8,002.26	7,253.74
Profit Before Tax	1,741.88	1,216.56
Current Tax	-	152
MAT Credit (Entitlement/utilized)	-	-
Deferred Tax	566.48	150.05
Profit/(Loss) after Tax	1,175.40	914.52
Earnings per Share	8.19	6.37
Diluted earnings per share	8.19	6.37

2. STATE OF COMPANYS AFFAIRS:

During the period under review, the Company has achieved a total income of Rs. 9,744.14 Lakhs in the financial year 2024-2025 as against Rs. 8,470.30 Lakhs in the financial year 2023-2024. The Company has earned a Profit after tax of Rs. 1,175.40 Lakhs in the financial year 2024-2025 as compared to Rs. 914.52 Lakhs in the financial year 2023-2024.

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

The Company has not transferred any amount to General Reserve during the financial year.

4. DIVIDEND:

With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare dividend for the current financial year.

5. MATERIAL CHANGES OCCURRED AFTER THE FINANCIAL YEAR 2024-2025 TILL THE ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditor report for the financial year 2024-2025 at the Board meeting held on 21^st May, 2025.

b. The Company has approved unsecured borrowings from various banks or financial institutions amounting to Rs. 6.9 crores at the Board Meeting held on 26^th June, 2025.

c. Mr. Bharat Bhushan Nagpal, has resigned as Non - Executive Independent Director with effect from 11^th July, 2025.

d. The Company has approved unsecured borrowings from various banks or financial institutions amounting to Rs. 3.89 crores at the Board Meeting held on 29^th July, 2025.

e. Mr. Bibekanada Satapathy was appointed as Additional Non - Executive Independent Director for period of 5 years at the Board meeting held on 20^th August, 2025 subject to approval at ensuing Annual General Meeting.

f. Mr. Kairali Gopi Nath was appointed as Additional Non - Executive IndependentDirector for period of 5 years at the Board meeting held on 20^th August, 2025 subject to approval at ensuing Annual General Meeting.

g. M/s. Kesaba Padhy, Chartered Accountants has being appointed as Internal Auditors of the Company for period of 3 years commencing from the financial year 2025-2026 to financial year 20272028 at the Board meeting held on 20^th August, 2025.

h. M. K. Saraswat & Associates LLP has being appointed as Secretarial Auditors of the Company for period of 5 years from financial year 2025-2026 to financial year 2029-2030 as per SEBI Regulations, 2015 w.e.f. 13^th December, 2024 at the Board meeting held on 20^th August, 2025.

i. Mr. Rajesh Kakkar, has resigned as Non - Executive Independent Director with effect from 21^st August, 2025.

6. SHARE CAPITAL:

. AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31^st March, 2025 was Rs. 15,00,00,000 /- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- each.

. PAID UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 14,35,26,180/- (Rupees Fourteen Crore Thirty Five Lakhs Twenty Thousand One Hundred & Eighty Only) divided into 1,43,52,618 ( One Crore Forty Three Lakh Fifty Two Thousand Six Hundred and Eighteen) Equity Shares of Rs. 10/- each.

7. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company does not have any subsidiary/joint venture/associate companies.

However, the Company has two group companies namely Sadhav Offshore Engineering Private Limited and Sadhav Drydocks Private Limited.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There are no changes in Directors and Key Managerial Personnel for the financial year 2024-2025 . RESIGNATION OF DIRECTOR:

a. Mr. Bharat Bhushan Nagpal has resigned from the post of Independent Director of the Company w.e.f. 11^th July, 2025.

b. Mr. Rajesh Kakkar has resigned from the post of Independent Director of the Company w.e.f.21^st August, 2025.

. APPOINTMENT OF DIRECTOR

a. Mr. Bibekananda Satapathy was appointed as Additional Non - Executive IndependentDirector for period of 5 years at the Board meeting held on 20^th August, 2025 subject to approval at ensuing Annual General Meeting.

b. Mr. Kairali Gopinath was appointed as Additional Non - Executive IndependentDirector for period of 5 years at the Board meeting held on 20^th August, 2025 subject to approval at ensuing Annual General Meeting

. RE - APPOINTMENT OF DIRECTOR:

Mr, Kamal Kant Choudhury, Chairman & Managing Director of the Company, retiring by rotation at the ensuing Annual General Meeting, offers himself for re- appointment.

The detailed terms of re-appointment has been made in ‘Annexure - A.

9. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.

11. COMPOSITION OF BOARD COMMITTEES:

The Board of Directors have constituted the committees i.e. Audit Committee, Corporate Social Responsibility Committee Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee. The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and comprises of three qualified members (i.e. 2 Non-Executive Independent Directors and 1 Executive Director).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Seven (7) times during the financial year on 14^th May, 2024, 2^nd August, 2024, 3^rd August, 2024,12^th August, 2024, 3^rd October, 2024, 12^th November, 2024 and 11^th March, 2025 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

Name of the Member s	Categor y			Audit Committee Meetings Dates (2024-2025)					No. Meeti ngs Entitl ed to Atten	No. of Meeti ngs Atten ded	o 5 ?
		14th May, 2024	2nd August, 2024	3rd /August, 2024	12th Auguut, 2024	3rd October , 2024	12th Novemb er, 2024	11th March, 2022
Mr. Ashok Kumar Bal	Chairpn rson (Intnpn ndnnt Dirnctor )	Yns	Yns	Yns	Yns	Yns	Yns	Yns	7	7	7
Mr. Rajesh Kakkar	Mnmbnr (Indnpt ndnnt Dirnctor )	Yns	Yns	Yns	Yns	Yns	Yns	Yns	7	7	7
Mr. Vedant Choudh	Mnmbnr	Yns	Yns	Yns	Yns	Yns	Yns	Yns	7	7	7
ury

B) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Company is constituted in accordance with the section 135 of the Companies Act, 2013 and comprises of three qualified members (i.e. 1 NonExecutive Independent Directors and 2 Executive Director).

The CSR Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met twice (2) times during the financial year on 13^th December, 2023 and 30^th March, 2024. The necessary quorum was present at the meeting.

The composition of the CSR Committee and the details of meetings attended by its members are given below:

Name of the Members	CSR Committee Meetings Dates (2024-2025) Category			No. Meetings Entitled to Attend	No. of Meetings Attended
	14th May, 2024		11th March, 2025
Mr. Ashok Kumar Bal	Chairperson (Independent Director)	Yes	Yes	2	2
Mrs. Sadhana Choudhury	Member (Whole Time Director)	Yes	Yes	2	2
Mr. Vedant Choudhury	Member (Whole Time Director & CEO)	Yes	Yes	2	2

C) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Two (2) Independent Directors and One (1) Non-Executive Director.

The role of the committee has been defined as per section 178(3) of the

Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met twice (2) during the year on 2^nd September, 2024 and 11^th March, 2025. The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

		NRC Meeti	ngs Date
Name of		(2024-;	>025)	No. of	No. of
the Members	Category	2nd September, 2024	11th March, 2025	Meetings Entitled to Attend	Meetings Attended
Mr. Bharat Bhushan Nagpal	Chairperson (Independent Director)	Yes	Yes	2	2
Mr. Ashok Kumar Bal	Member (Independent Director)	Yes	Yes	2	2
Mr. Subhas Chandra Choudhury	Member (Non Executive Director)	Yes	Yes	2	2

Nomination and Remuneration Policy is hosted on the website of the Company i.e. www.sadhavshipping.com .

The performance of Independent Directors was evaluated on the following criteria:

• Exercise of independent judgment in the best interest of Company;

• Ability to contribute to and monitor corporate governance practice;

• Adherence to the code of conduct for independent directors.

The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.

D) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: cs@sadhav.com and accounts@maashitla.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website i.e. www.sadhavshipping.com

The following table shows the nature of complaints received from the shareholders during the years 2024-2025.

	Nature of Complaints	Received	Pending	Disposed
1	Non receipt of Annual Report	-	-	-
2	Non-Receipt of Share Certificates	-	-	-
3	Non-Receipt of Demat Rejected	-	-	-
4	Others	-	-	-
	Total	-	-	-

There were no complaints pending as on 31^st March, 2025.

The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Once (1) during the year on 11^th March, 2025. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	Stakeholder Relationship Committee Meetings Dates (2024-2025) 11th March, 2025	No. of Meetings entitled to Attend	No. of Meetings Attended
Mr. Rajesh Kakkar	Chairperson (Independent Director)	Yes	1	1
Mrs. Sadhana Choudhury	Member (Whole Time Director)	Yes	1	1
Mr. Vedant Choudhury	Member (Whole Time	Yes	1	1

E) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee of the Company is constituted in accordance with Regulation 21 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Committee comprises Three (3) qualified members (i.e. One (1) Independent Directors and Two (2) Executive Directors.

The Committee met once (1) during the year on 11^th March, 2025. The necessary quorum was present at the meeting.

The composition of the Risk Management Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	RMC Meetings Date (2024-2025)	No. of Meetings Entitled to Attend	No. of Meetings Attended
		11th March, 2025
Mr. Vedant Choudhury	Chairperson (Whole Time Director & CEO)	Yes	1	1
Mr. Rajesh Kakkar	Member (Independent Director)	Yes	1	1
Mr. Ashok Kumar Bal	Member (Independent Director)	Yes	1	1
Mr. Bharat Bhushan Nagpal	Member (Independent	Yes	1	1

F) INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

(a) review the performance of non-independent Directors and the board of Directors as a whole;

(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on 11^th March, 2025 and was attended by all Independent Directors.

None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the Company.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Independent directors were appointed during the financial year 2024-2025 in the Company. The declaration by Independent Directors as per provisions of Section 149 (6) of Companies Act, 2013 and SEBI regulations, are kept under the records of the Company

13. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:

The following Meetings of the Board of Directors were held during the financial year 2024-2025.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	14/5/2024	7	7
2	2/8/2024	7	7
3	3/8/2024	7	7
4	12/8/2024	7	7
5	2/9/2024	7	7
6	3/10/2024	7	7
7	12/11/2024	7	7
8	11/3/2025	7	7

The following Meetings of the Shareholders were held during the financial year 2024-2025

Sr. No.	Particulars	Mode of Meeting	Date of Meeting	No. of Members Present
1	Annual General Meeting	Physical at The Orchid, Mumbai	30 Sep 2024	22

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on 31^st March, 2025 is available on the Companys website at https://www.sadhavshipping.com/investor-information.html#gsc.tab=0

15. INTERNAL CONTROLS:

The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

• compliance with policies, procedures and applicable laws and regulations; and

• transactions being accurately recorded and promptly reported.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed

16. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

17. STATUTORY AUDITORS:

M/s. Suvarna & Katdare, (FRN 125080W) Chartered Accountants, were appointed by the Company at the Annual General Meeting held on 29^th September, 2023 for a period of 5 years from the Financial year 2023-24 to Financial year 2027-28.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors - M/s. Suvarna & Katdare, (FRN 125080W) Chartered Accountants, in their Report on the financial accounts of the Company for the financial year under review.

18. SECRETARIAL AUDITOR:

M K Saraswat & Associates, LLP was appointed as Secretarial Auditor at the Board Meeting held on August 20, 2025, for period of 5 years from financial year 2025-2026 to financial year 2029-2030 subject to members approval and as per latest amended SEBI LODR Regulations w.e.f. 13^th December, 2024.

The Secretarial Audit Report issued by. M K Saraswat & Associates LLP for the financial year 20242025 does not contains any qualifications or adverse remarks. The Secretarial Audit report is annexed to the Director Report in Form MR-3 as Annexure - B.

19.INTERNAL AUDITOR:

The Company has appointed M/s. Kesaba Padhy & Co., Chartered Accountants, as Internal Auditor at the Board Meeting held on August 20, 2025, for period of 3 years from financial year 2025-2026 to financial year 2027-2028.

The Internal Audit Report issued by M/s. Kesaba Padhy & Co., Chartered Accountants, for the financial year 2024-2025 contains qualifications or adverse remarks. However, the observations made by him are replied by the management.

20. BOARDS COMMENT ON THE AUDITORS REPORT:

a.) Statutory Auditor:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.

b) Internal Auditor:

The management has replied on the observations made by the internal auditor. The changes suggested by the internal auditor in the accounting system will be taken care from the current financial year.

c) Secretarial Auditor:

There are no observations from secretarial auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.

21. PUBLIC DEPOSITS:

The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.

22. MAINTENANCE OF COST RECORDS:

The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.

23. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and do not have potential conflict with interest of the Company at large.

The contracts / arrangements / transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure - C to this Report.

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

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo.

The Company has not spent any substantial amount on Conservation of Energy or technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:

(? in Lakhs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Foreign Exchange Earnings	4,733.69	3,008.23
Foreign Exchange Outgo	8,218.42	2,900.65

25. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - D.

The CSR policy is available on the website of the Company i.e. www.sadhavshipping.com

26. MANAGERIAL REMUNERATION:

During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure -E.

27. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) 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;

d) The directors had prepared the annual accounts on a going concern basis; and

e) 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.

28. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company is listed on SME platform of National Stock Exchange does not require to submit the secretarial compliance report for the financial year 2024-2025 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015,

29. CORPORATE GOVERNANCE REPORT:

The Company is listed on SME platform of National Stock Exchange, provisions related to corporate governance are not applicable to the company.

30. VIGIL MECHANISM / WHISTLE BLOWERPOLICY:

The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide a mechanism for Directors and employees of the Companyto raise concernsof any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received duringthe year. The details of the Policy have been posted on the Companyswebsite https://www.sadhavshipping.com/investor-information.html#gsc.tab=0 .

31. INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Tradingwith a view to regulatetrading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated personshave confirmed that they have adhere to the code.

The detailsof the Code of Conduct have been posted on the Companys website https://www.sadhavshipping.com/investor-information.html#gsc.tab=0 .

32. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in ‘Annexure -F.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as requiredunder Regulation 34 read with ScheduleV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI ListingRegulations, 2015") forms part of this Annual Report. CertainStatements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Management Discussion and Analysis Report is given in ‘Annexure - G to theDirectors Report.

34. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of familiarization programme for Independent Directors is given in Annexure -H”.

The detailsof the familiarization programme for independent directors have been posted on the Companyswebsite https://www.sadhavshipping.com/investor-information.html#gsc.tab=0 .

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.

36. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Your directors further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

40. INFORMATION TO SHAREHOLDERS:

a) Annual General Meeting - Date, Time, Venue

Annual General Meeting	28th Annual General Meeting
Day & Date	Tuesday, 30th September, 2025
Time	11.30 a.m.
Venue	Through Video conferencing

For details, please refer to the Notice of this AGM.

b) Re - Appointed of Director

The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the Annexure- A to the Notice of this AGM.

c) Listed on Stock Exchange:

The Company is listed on Emerge Platform of NSE Limited.

d) Stock Code:

NSE Scrip Name: SADHAV Depository Connectivity: NSDL & CDSL Designated Depository : NSDL

ISIN Number for equity shares of the Company: INE0K5H01010

e) Market price data:

High & Low during the financial year 2024-2025 on National Stock Exchange

Month	High	Low	Closing
April, 2024	233.8	158	208.7
May, 2024	274	188.3	198.18
June, 2024	264.9	166.85	235.25
July, 2024	262	210.1	219.8
August, 2024	221.9	196.15	200
September, 2024	203.9	167.1	183.3
October, 2024	187	145.15	165.75
November, 2024	173.8	131	139.5
December, 2024	167.95	136.2	137.85
January, 2025	164	111.05	141.1
February, 2025	150	105.05	107.3
March, 2025	111	77.5	78.25

f) Distribution of Shareholding as on 31^st March, 2025:

No. of Equity Shares held	No. of Shareholders	No. of Shares held	% in Equity Capital
Upto 600	454	272,400	1.89
600 to 1200	1061	1,272,750	8.87
1200 to 100000	549	2,616,062	18.23
100000 to 500000	3	487,834	3.4
Above 500000	3	9,703,572	67.61

g) Dematerialization of Shares:

As on March 31, 2025, 14352618 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations

SHAREHOLDING PATTERN AS ON 31^st MARCH, 2025

Sr. No. Category of Shares	No. of Shares	% of total shares
(A) Promoter & Promoter Group:
(a) Individuals/Hindu Undivided Family	9,967,017	69.44
(b) Bodies Corporate	-	-
Sub Total (A)	9,967,017	69.44
(B) Public Shareholding:
1. Institutions
(a) Financial Institutions/Banks	-	-
(b) Foreign Institutional Investors	-	-
(c) Foreign Portfolio Investor	5,400	0.04
2. Non-Institutions	-	-
(a) Directors and their relatives (excluding	-	-
(b) Individuals	3,582,940	24.96
(c) Trust
(d) Hindu Undivided Family	181,200	1.26
(e) Non-Resident Indians (NRI)	184,200	1.29
(f) Investor Education and Protection Fund Authority Ministry of Corporate Affairs	-	-
(g) Bodies Corporate	431,861	3.01
(h) Body Corp-Ltd Liability Partnership	-	-
Sub Total (B)	4,385,601	30.56
GRAND TOTAL (A + B)	14,352,618	100

41. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

The certificate of non-disqualification of directors for the financial year 31st March, 2025 is annexed as ‘Annexure-I.

42. ACKNOWLEDGEMENT:

The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.

The Directors appreciate & value the contribution made by every member of the company.

For and on Behalf of the Board of Directors Sadhav Shipping Limited

DETAILS OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

(Pursuant to Regulation 36 of SEBI Listing Regulations 2015 and clause 1.2.5 of Secretarial Standard-2 on General Meetings)

Name of Director	Mr. Kamal Kant Choudhury
DIN	OO249338
Date of Birth	6 Mar 1954
Age	71 years
Reason for re- appointment	Retire by Rotation
Brief resume & Nature of expertise in specific functional areas	He is associated with the Company since 1996. He is qualified Master Mariner and Post-Graduate in Business Management. He is also an alumni of NMIMS and a Gold Medallist Fellow of Narottam Morarjee Institute of Shipping. He worked with the Directorate General of Shipping (India) and ONGC Ltd. prior to founding the Sadhav Shipping Limited.
Disclosure of relationship with promoter/ promoter group/ directors	1. Mrs. Sadhana Choudhury - Spouse 2. Mr. Vedant Choudhury - Son 3. Ms. Devahuti Choudhury - Daughter 4. Mr. Subhas Chandra Choudhury -Brother 5. Mr. Abhas Choudhury -Brother
Names of listed entities in which the person also holds the directorship except Sadhav Shipping Limited	N.A.
No. of Equity Shares held in the Company	6,529,317
Membership & Chairmanships of Committees of the Board	-

“ANNEXURE - B”

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 20141

To,

The Members

Sadhav Shipping Limited,

Registered Office:521, 5th Floor, Loha Bhavan,

P D Mello Road Masjid East, Mumbai - 400009.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sadhav Shipping Limited, (hereinafter called the “Company”). Secretarial Audit was conducted in the manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representative during the conduct of secretarial audit, we hereby report that in my opinion the Company has during the period commencing from 1^st April, 2024 to 31^st March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

ureom it. l>o it.

(iI) The Securities Contract (Regulation) Act, 1956 (“SCRA”) and the rules made there under;

(iil) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iV) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent applicable;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”):

a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the company during the review period)

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 ;(Not applicable to the company during the review period)

(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not applicable to the company during the review period)

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; (Not applicable to the company during the review period)

(i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the company during the review period)

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(j) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act 2013 and dealing with client;

We have relied on the representation made by the Company and its officers and as confirmed by the management, there are no sector specific laws that are applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards Issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with SME Platform-NSE read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper combination of executive director, non-executive director and independent director. There are no changes in Directors and Key Managerial Personnel for the period under review. for complying board composition of a listed entity as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the year under review, the following changes in the composition of the Board of Directors were carried namely:

(i) Re -appointment of Mrs. Sadhana Choudhury as Whole Time Director who retires by rotation at the ensuing Annual General Meeting.

(ii) Re-appointment of Mr. Kamal Kant Choudhury as Chairman & Managing Director for a term of 5 (Five) consecutive years liable to retire by rotation, for period of 5 years with effect from 1^st April, 2024 till 31^st March, 2029 and upon attaining the age of 70 years.

(iii) Re-appointment of Mr. Subhas Chandra Choudhury as Non - Executive Director for a term of 5 (Five) consecutive years liable to retire by rotation, for period of 5 years with effect from 1^st April, 2024 till 31^st March, 2029 and upon attaining the age of 70 years & above.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period under review; there was no change in authorized share capital and paid-up share capital of the Company which is as under:

a. The Authorized share capital of the Company as on 31^st March, 2025 is Rs.15,00,00,000/-

b. The Paid-up Share Capital of the Company as on 31^st March, 2025 is Rs. 14,35,26,180/- There were no other specific events / actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

As informed, the Company has responded appropriately to notices received from various statutory/regulatory authorities including initiating actions.

Note: This report is to be read with our letter of even date which is annexed as Annexure - A and forms an integral part of this report.

ANNEXURE - A

To,

The Members,

Sadhav Shipping Limited

Registered Office:521, 5th Floor, Loha Bhavan, P D Mello Road,

Masjid East, Mumbai - 400009.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices followed by us provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

‘ANNEXURE - C

To The Boards Report 2024-2025

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis : Not Applicable

2. Details of material contracts or arrangements or transactions at Arms length basis:

Sr. No.

Name (s) of the related party & nature of relationship

Nature of contracts / arrangement s / transaction

Duration of the contracts / arrangement s / transaction

*Salient terms of the contracts or arrangement s or transaction including the

Date of approval by the Board, if any

Amount paid as advance, if any

1

Sadhav Offshore Engineering Private Limited

Purchases

On - going

20.91

Since these RPTs are in the ordinary course of business and are at arms length basis, approval of the Board is not applicable.

Not Applicable

However, necessary approvals were granted by the Audit Committee from time to time.

Not Applicable

2

Sadhav Offshore Engineering Private Limited

Advance taken for Capital assets

One Time

302

3

Sadhav Offshore Engineering Private Limited

Purchase of Capital assets

One Time

423.96

4

Shraddha Foundation

Corporate Social Responsibility

One Time

17.55

*The related party transactions entered during the year were in the ordinary course of business and on arms length basis.

ANNEXURE-D

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES.

• A brief outline of the Companys CSR policy, including overview of projects or programme proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programme. The CSR policy is uploaded on Companys website www.sadhavshipping.com . Board of Directors of Sadhav Shipping Limited has approved the CSR Policy on 17^th Octob< 2023 for the Company.

• Composition of CSR Committee:

• 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.sadhavshipping.com/investor-information.html#gsc.tab=Q

• 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

• Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NIL

• Average net profit of the Company as per section 135(5): Rs. 8,76,31,974.66 /-

• (a) Two percent of average net profit of the Company as per section 135(5): Rs. 17,52,639/-

• (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

• (c) Amount required to be set off for the financial year, if any: Nil

• (d) Total CSR obligation for the financial year (7a+7b-7c): 17,55,000/-

CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year. (in Rs.)	Amount Unspent (in Rs.)
	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.
17,55,000/-	-	-	-	-	-

Details of CSR amount spent against ongoing projects for the financial year: NIL

(1) (2)	(3)	(4)		(5)	(6)	(7)	(8)	(9)	(10)	(11)
Sr No. Name of the Project.	Item from the list of activities in Schedule VII to the Act.	Local area (Yes/No)	Location of the project.		Project duration	Amount allocated for the project (in Rs.)	Amount spent in the current financial Year (in Rs.)	Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.)	Mode of Implementation - Direct (Yes/No)	Mode of Implementation - Through Implementing Agency
			State	District					Name	CSR Registration number.
1. NA

• (c) Details of CSR amount spent against other than ongoing projects for the financial year:

SR No. Name of the project	Item from the list of activities in schedule VII to the Act.	Local area (Yes/ No).	Location of the project.		Amount spent for the project (in Rs.).	Mode of implementation - Direct (Yes/No).	Mode of implementation - Through implementing agency.
			State	District			Name	CSR registration number
1 Education for Cancer Patients and Providing Shelter Home Projects	Promoting Education and setting up homes	Yes	Odisha & Maharas htra	Bhubane swar & Mumbai	17,55,000 /-	Yes	Shraddha Foundation	CSR0000 5191

• (d) Amount spent in Administrative Overheads: NIL

• (e) Amount spent on Impact Assessment, if applicable: NIL

• (f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 17,55,000/-

• (g) Excess amount for set off, if any

Sr No. Particulars	Amount (in Rs.)
i. Two percent of average net profit of the Company as per section 135(5)	8,76,31,974.66/-
ii. Total amount spent for the Financial Year	17,55,000/-
iii. Excess amount spent for the financial year [(ii)-(i)]	2,361/-
iv. Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	12.47/-
v. Amount available for set off in succeeding financial years [(iii)-(iv)]	2,373.47/-

• 9. (a) Details of Unspent CSR amount for the preceding three financial years:

Preceding Financial Year Preceding	Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.)	Amount spent in the reporting Financial Year (in Rs.).	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.			Amount remaining to be spent in succeeding financial years. (in Rs.)
			Name of the Fund	Amount (in Rs).	Date of transfer.
Financial Year
NA

• (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NIL

(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Project ID.	Name of the Project.	Financial Year in which the project was commenced.	Project duration	Total amount allocated for the project (in Rs.).	Amount spent on the project in the reporting Financial Year (in Rs).	Cumulative amount spent at the end of reporting Financial Year. (in Rs.)	Status of the project - Completed /Ongoing.
NA

• 10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

• 11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5).: Not Applicable

ANNEXURE-E

MANAGERIAL REMUNERATION

• The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The ratio of the remuneration of each director to the median remuneration of the employee of the * Company for the financial year:

NAME OF DIRECTORS	RATIO TO MEDIAN REMUNERATION
EXECUTIVE DIRECTORS
Mr. Kamal Kant Choudhury	10.29:1
Mrs. Sadhana Choudhury	8.82:1
Mr. Vedant Choudhury	9.80:1
NON - EXECUTIVE DIRECTORS
Mr. Subhas Chandra Choudhury	NA
Mr. Ashok Kumar Bal	NA
Mr. Rajesh Kakkar	NA
Mr. Bharat Bhushan Nagpal	NA

B The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

DIRECTORS, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY	% INCREASE IN REMUNERATION IN THE FINANCIAL YEAR
Mr. Kamal Kant Choudhury	0%
Mrs. Sadhana Choudhury	0%
Mr. Vedant Choudhury	0%
Mr. Subhas Chandra Choudhury	NA
Mr. Ashok Kumar Bal	NA
Mr. Rajesh Kakkar	NA
Mr. Bharat Bhushan Nagpal	NA
Mr. Nilakantha Prasad Sahu	NA
Ms. Madhuri Shrigopal Rathi	NA

ANNEXURE-E

MANAGERIAL REMUNERATION

c. The percentage increase in the median remuneration of employees in the financial year as

compare to previous financial year:

NAME OF DIRECTORS	% INCREASE IN MEDIAN REMUNERATION IN THE FINANCIAL YEAR
Mr. Kamal Kant Choudhury	9.71%
Mrs. Sadhana Choudhury	11.33%
Mr. Vedant Choudhury	10.20%

D. The number of permanent employees on the rolls of Company: 394

Average percentile increases already made in the salaries of employees other than the managerial * personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There has been increase in the salaries of employees other than the managerial personnel for the financial year i.e. 2024-25:8%

Increase in the managerial remuneration for the financial year as per the table mentioned above.

: Affirmation that the remuneration is as per the remuneration policy of the Company:

The Nomination and Remuneration Committee of the company has affirmed that the remuneration paid is as per the remuneration policy of the Company.

G. The Policy is available on the Companys Website: www.sadhavshipping.com

ANNEXURE-F

COMPLIANCE CERTIFICATE PURSUANT TO REGULATION 17(8) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

To,

The Board of Directors,

Sadhav Shipping Limited,

Reg. Office Address: 521, 5^th Floor,

Loha Bhavan, Masjid East, P D Mello Road,

Mumbai - 400009.

I, Nilakantha Prasad Sahu, Chief Financial Officer of the Company hereby certify that:

A. I have reviewed financial statements for the entire financial year ended 2024-2025 and that to the best of our knowledge and belief :

• These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

• These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are to the best of my knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the companys code of conduct.

C. I accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and I have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

ANNEXURE-F

D. I have indicated to the auditors and the Audit Committee:

• That there are no significant changes in internal control over financial reporting during the year;

• That there are no significant changes in accounting policies during the year ;and

• That there are no significant fraud of which they become aware and the involvement therein, if any, of the management or an employee having significant role in the entitys internal control system over financial reporting.