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Uma Exports Ltd Management Discussions

98.16
(-4.19%)
Oct 22, 2024|12:00:00 AM

Uma Exports Ltd Share Price Management Discussions

FY2024 represents the fiscal year 2023-24, from 1 April 2023 to 31 March 2024, and analogously for FY2023 and previously such labelled years.

GLOBAL ECONOMY

More than three years after the global economy suffered the largest shock of the past 75 years, the wounds are still healing, amid widening growth divergences across regions. After a strong initial rebound from the depths of the COVID-19 pandemic, the pace of recovery has moderated. Several forces are holding back the recovery. Some reflect the long-term consequences of the pandemic, Russia?s war in Ukraine, and increasing geoeconomic fragmentation. Others are more cyclical, including the effects of monetary policy tightening necessary to reduce inflation, withdrawal of fiscal support amid high debt, and extreme weather events. Despite signs of economic resilience earlier this year and progress in reducing headline inflation, economic activity is still generally falling short of pre-pandemic (January 2020) projections, especially in emerging market and developing economies.

The strongest recovery among major economies has been in the United States, where GDP in 2023 is estimated to exceed its prepandemic path. The euro area has recovered, though less strongly—with output still 2.2 percent below prepandemic projections, reflecting greater exposure to the war in Ukraine and the associated adverse terms-of-trade shock, as well as a spike in imported energy prices. In China, the pandemic-related slowdown in 2022 and the property sector crisis contribute to the larger output losses of about 4.2 percent, compared with prepandemic predictions. Other emerging market and developing economies have seen even weaker recoveries, especially low-income countries, where output losses average more than 6.5 percent. Higher interest rates and depreciated currencies have exacerbated the difficulties of low-income countries, placing more than half either at high risk of distress or already in distress. Overall, global output for 2023 is estimated at 3.4 percent (or about $3.6 trillion in 2023 prices) below prepandemic projections. Private consumption has also recovered faster in advanced economies than in emerging market and developing economies, owing to an earlier reopening in the former group facilitated by greater availability of effective vaccines, stronger safety nets, more ample policy stimulus, and greater feasibility of remote work. These factors supported livelihoods during the pandemic, and household consumption is now broadly back to prepandemic trends. Among advanced economies, private consumption has been stronger in the United States than in the euro area, with households receiving larger fiscal transfers early in the pandemic and spending the associated savings more quickly; being better insulated from the rise in energy prices resulting from the war in Ukraine; and feeling relatively confident amid historically tight US labor markets, which have supported real disposable incomes.

INDIAN ECONOMY

Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy after it recovered from the COVID-19 pandemic shock. Nominal GDP or GDP at Current Prices in the year 2023-24 is estimated at Rs. 293.90 lakh crores (US$ 3.52 trillion), against the First Revised Estimates (FRE) of GDP for the year 2022-23 of Rs. 269.50 lakh crores (US$ 3.23 trillion). The growth in nominal GDP during 2023-24 is estimated at 9.1% as compared to 14.2% in 2022-23. Strong domestic demand for consumption and investment, along with Government?s continued emphasis on capital expenditure are seen as among the key driver of the GDP in the first half of FY24. During the period January-March 2024, India?s exports stood at US$ 119.10 billion, with Engineering Goods (25.01%), Petroleum Products (17.88%) and Organic and Inorganic Chemicals (7.65%) being the top three exported commodity. Rising employment and increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.

Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set to increase growth multipliers. The contact-based services sector has demonstrated promise to boost growth by unleashing the pent-up demand. The sector?s success is being captured by a number of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

India?s appeal as a destination for investments has grown stronger and more sustainable because of the current period of global unpredictability and volatility, and the record amounts of money raised by India-focused funds in 2022 are evidence of investor faith in the "Invest in India" narrative.

RECENT DEVELOPMENTS

India?s agriculture industry is on the cusp of a major technological transformation, which is a pivotal moment after decades of growth. The sector has been witnessing robust growth with an average annual growth rate of 4.6 per cent over the last six years. Emerging developments include accurate crop forecasting, sensor technology, robotics, etc., which heralds a paradigm shift in how agriculture is used and managed. Several emerging trends are set to reshape the practices and management of agriculture in India in the coming year of 2024. Let?s delve into these transformative developments. Technology adoption is escalating, with precision farming, drones, and IoT devices gaining prominence for improved crop monitoring, management, and resource utilization. The aim is to increase yields, save costs and improve business processes to make agriculture more efficient while increasing income. In this context, AgriTech emerges as a catalyst, bringing transformative and sustainable shifts in farming practices. The primary objective is not only to enhance the quality and quantity of crops, optimize livestock management but also to strive towards achieving a sustainable future.

Union Budget 2023 Highlights:

• INR 20 Lakh Cr: Agricultural Credit Target with a focus on Animal Husbandry, dairy and fisheries sector.

• Aatmanirbhar Bharat Horticulture Clean Plant Program: Outlay of INR 2200 Cr to promote high-value horticulture crops.

• Agricultural Accelerator Fund: To be setup to promote startups in rural India.

• Provision of INR 60,000 Cr has been made for the Pradhan Mantri Kisan Samman Nidhi (PM-Kisan).

• Provision of INR 450 Cr has been made for the Digital Agriculture Mission started by the Modi Government, and about INR 600 Cr allocated for the promotion of Agriculture sector through technology.

• The government will launch a sub-scheme under PM Matsya Sampada Yojana with an outlay of INR 6,000 Cr.

Sustainable Agriculture

In India, a growing emphasis on sustainable and organic farming practices demonstrates a dedication to environmental conservation. This change aims to reduce agriculture?s environmental effect, fostering a more climate-conscious and sustainable approach within the farming sector. One of the most prominent trends in sustainable farming is the use of regenerative agriculture practices. This strategy emphasizes the significance of soil health and advocates the adoption of soil organic matter-building practices.

Agri-Fintech

Last but certainly not least is the rise of Agri-Fintech. The agricultural sector is witnessing an increasing adoption of financial technology, providing farmers with enhanced access to credit, insurance, and various financial services.

In 2024, developments in Indian agriculture will lead to a paradigm shift toward a more technologically advanced, sustainable, and resilient sector. This transformation not only tackles current difficulties, but also creates the groundwork for a future-ready agricultural sector capable of meeting the increasing demands of a growing population while encouraging environmental care.

INDIAN AGRICULTURAL INDUSTRY

Economic Survey 2023-24 presented in the Parliament today by Union Finance and Corporate Affairs Minister Smt. Nirmala Sitharaman. Economic Survey says that smallholder farmers need to move to high-value agriculture. The Survey says once the incomes of smallholders increases, they will demand manufactured goods, spurring a manufacturing revolution.

Economic Survey says that the Indian agriculture sector provides livelihood support to about 42.3 per cent of the population and has a share of 18.2 per cent in the country?s GDP at current prices. The sector has been buoyant, which is evident from the fact that it has registered an average annual growth rate of 4.18 per cent at constant prices over the last five years and as as per provisional estimates for 2023-24, the growth rate of the agriculture sector stood at 1.4 percent.

Economic Survey states that the Investment in agriculture research and support of enabling policies have contributed substantially to food security. It is estimated that for every rupee invested in agricultural research (including education), there is a payoff of 13.85. In 2022-23, 19.65 Thousand Crore was spent on agriculture research.

Economic Survey calls for enhancing private sector investment in agriculture saying it is vital to provide impetus to the agriculture sector. Investment in technology, production methods, marketing infrastructure, and reduction in post-harvest losses need to be scaled up. A greater focus on post-harvest infrastructure and the development of the food processing sector can reduce wastage/loss and increase the length of storage, ensuring better prices for the farmers.

Economic Survey says that in 2022-23, foodgrain production hit an all-time high of 329.7 million tonnes, and oilseeds production reached 41.4 million tonnes. In 2023-24, food grain production is slightly lower at 328.8 million tonnes, primarily because of poor and delayed monsoons. The domestic availability of edible oil has risen from 86.30 lakh tonnes in 2015-16 to 121.33 lakh tonnes in 2023-24. The total area coverage of all oilseeds has increased from 25.60 million hectares in 2014-15 to 30.08 million hectares in 2023-24(17.5 percent growth). This has reduced the percentage share of imported edible oil, from 63.2 per cent in 2015-16 to 57.3 percent in 2022-23, despite rising domestic demand and consumption patterns.

Economic Survey suggests that to promote efficiency in agriculture marketing, and improve price discovery, the government implemented the e-NAM Scheme and as of 14th March 2024, more than 1.77 Crore farmers and 2.56 Lakh traders have been registered on the e-NAM portal. The Government of India launched the scheme to form and promote 10,000 FPOs in 2020 with a budget outlay of 6.86 thousand crore till 2027-28. As of 29 February 2024, 8,195 FPOs have registered under the new FPO scheme, and equity grants of 157.4 crore were released to 3,325 FPOs. Credit guarantee cover worth 278.2 crore was issued to 1,185 FPOs.

Economic Survey states that the Agricultural price support assures farmers of remunerative returns, increasing income and allows the Government to ensure a stable supply of staples at reasonable prices. Accordingly, the Government has been increasing the MSP for all Kharif, Rabi and other commercial crops with a margin of at least 50 per cent over the all-India weighted average cost of production since the agricultural year 2018-19.

Economic Survey shows that to provide social security to the most vulnerable farmer families, the Government implements Pradhan Mantri Kisan Maandhan Yojna (PMKMY). The scheme offers a monthly pension of 3,000 to the enrolled farmers on the attainment of 60 years of age, based on a nominal premium between 55 to 200 per month paid by the applicant (in the age group 18 to 40 years) subject to exclusion criteria. As of 07 July 2024, 23.41 lakh farmers have enrolled under the scheme.

Economic Survey, on focusing to reduce the use of chemical fertilizer, states that the PM Programme for Restoration, Awareness Generation, Nourishment, and amelioration of Mother Earth (PM-PRANAM ) initiative incentivises states to reduce chemical fertiliser use. It promotes sustainable methods such as the use of alternative fertilisers, viz. Nano Urea, Nano DAP, and organic fertiliser.

Focusing on the security of farmers? crop, Economic Survey highlighted the Pradhan Mantri Fasal Bima Yojana (PMFBY) which offer a safety net against crop losses due to natural calamities, pests, or diseases, ensuring financial stability for farmers. The scheme safeguards farmers? livelihoods and encourage them to adopt modern farming practices and technologies. PMFBY is the largest crop insurance scheme in the world in terms of farmer enrolment and is the third largest scheme in terms of insurance premiums. The scheme ensure comprehensive risk cover for crops to farmers against all non-preventable natural risks from pre-sowing to post-harvest. The overall insured area in 2023-24 reached 610 lakhs compared to 500.2 lakhs in 2022-23. A total of 5549.40 Lakh farmer applications were insured under the scheme since 2016-17, and 150589.10 Crore has been paid as claims.

OPERATIONS

Our Company is engaged into trading and marketing of agricultural produce and commodities such as sugar, spices like dry red chillies, turmeric, coriander, cumin seeds, food grains like rice, wheat, corn, sorghum and tea, pulses and agricultural feed like soyabean meal and rice bran de-oiled cake. We import lentils, faba beans, black urad dal and tur dal in India in bulk quantities. Our major imports are from Canada, Australia and Burma. We are B2B traders, highly specialized in sugar and Lentils. We maintain stocks and distribute them to different institutional parties like manufacturers, exporters, etc. We provide them in bulk quantities. Our Company has developed business strategy to switch over exports/imports from one commodity to another with change in demand or inconsistency in pricing for any commodity during any season. This policy adopted by the management ensures that the Company does not pass through a lean period during the year.

COUNTRY WISE PRODUCT WISE EXPORT 2023-24 (Rs. in lakhs)

Products

Country
Bangladesh Benin Singapore Sri Lanka UAE Vietnam Rest of the world Grand Total
Chick Peas 131.85 - - - - - - 131.85
Corn - - 106.47 - - 543.68 - 650.15
Lentils 1271.75 - - - - - 54.73 1326.48
Lentils Bran 19.77 - - - - - - 19.77
Potato - - - - 9.68 - - 9.68
Rapseed 1594.75 - - - - - - 1594.75
Rice - 652.56 2094.93 426.35 3193.55 - 924.15 7291.54
Soya 2207.76 - - 1640.26 - - 3848.02
Sugar - - - 432.40 948.84 - 61.83 1443.07
Wheat - - - - - - 107.22 107.22
Yellow Peas - - - - 57.31 - - 57.31
Total 5225.87 652.56 2201.40 858.75 5849.65 543.68 1147.93 16479.83

COUNTRY WISE PRODUCT WISE IMPORT 2023-24 (Rs. in lakhs)

Products

Country
Australia Canada Netherlands Rest of the world Singapore UAE Grand Total
Black Eye Beans - - - 167.91 295.47 - 463.38
Black Matpe - - - - 731.86 105.69 837.54
Brown Eye Beans - - - - - 331.00 331.00
Chick Peas - - - 405.96 - - 405.96
Cotton Rags - - - 140.51 - - 140.51
Desi Chick Peas - - - - - 202.25 202.25
Imported Faba Beans 2502.25 84.84 - - - - 2587.09
Imported Red Lentils 20175.24 4475.60 14482.57 486.85 9458.93 1219.65 50298.85
Imported Toor - - - 164.05 923.50 997.47 2085.02
Kidney Beans - - - 1618.70 152.65 248.89 2020.24
Raw Cashew Nuts ( in Shell) - - - 201.36 - - 201.36
Rice Bran Oil - - - 435.51 - - 435.51
Rice Fatty Acid Oil - - - 24.22 - - 24.22
Soya Bean - - - - 704.42 408.39 1112.81
Yellow Peas - - - 1702.01 1726.31 - 3428.31
Total 22677.49 4560.44 14482.57 5347.09 13993.13 3513.34 64574.07

The details of revenue from Export and other than export for March 31, 2024 and previous four years on Standalone basis are as under: (Rs in Lakhs)

Category 2024 2023 2022 2021 2020
Amount % Amount % Amount % Amount % Amount %
Export 16,479.83 11.86% 81,291.02 56.54% 38,356.64 30.30% 7,168.21 10.08% 4,226.85 6.49%
Domestic 1,22,130.02 87.88% 62,142.50 43.22% 87,663.83 69.24% 63097.31 88.74% 6,06,74.91 93.14%
Other Income 366.28 0.26% 336.33 0.23% 587.93 0.46% 834.25 1.17% 245.09 0.38%

The highlights of the financial results for the year ended March 31, 2024 and the corresponding figure for the previous year are as under: (Rs. in lakhs except EPS)

Standalone

Consolidated

PARTICULARS

2023-24 2022-23 2023-24 2022-23
Revenue from Operations 1,38,609.85 1,43,433.51 1,53,243.09 1,48,552.42
Other Income 366.28 336.33 432.99 492.10
Total Income 1,38,976.13 1,43,769.84 1,53,676.08 1,49,317.87
Total Expenditure 1,38,086.70 1,40,186.21 1,52,374.90 1,45,602.47
Profit before tax 889.44 3,583.63 1,263.71 3,715.40
Current Tax 245.07 906.46 245.07 906.46
Income tax Adjustment 14.85 8.08 14.85 8.08
Deferred Tax Adjustment (14.36) -1.35 (14.01) -1.35
Profit after Tax 606.67 2670.44 1,017.81 2,802.21
Basic Earnings per share 1.79 7.90 3.01 8.29

Quality Assurance

Our Company strives to maintain quality of the products it provides to the end consumer. Our Company engages quality control agencies like SGS India, Geo Chem & Intertek India Private Limited to monitor the quantum and quality of the products procured through vessel or container. These agencies conduct detailed survey and analyse the quality of the agricultural produce or commodities on several parameters. Thereafter, a report is issued by them based on which our Company decides to accept the agricultural produce or commodities procured through the vessel or container.

Marketing Approach

The overall marketing of our products is supervised by our Managing Director. The efficiency of the marketing network is critical for success of our Company. Our success lies in the strength of our relationship with the customers who have been associated with our Company. Our team through their vast experience and good rapport with clients owing to timely and quality delivery of service plays an instrumental role in creating and expanding a work platform for our Company. Our relationship with the clients is strong and established. To retain our customers, our team regularly interacts with them and focuses on gaining an insight into the additional needs of customers. We intend to expand our existing customer base by expanding to other geographies.

Warehousing Facility

Our Company imports and exports the procured agricultural produce and commodities both directly and through other merchants and brokers. The logistics set up and the nature of commodities being dealt by the Company does not necessitate a need of permanent warehousing facilities. The Company presently exports its consignments from a number of Indian ports like Mundra, Jawaharlal Nehru Port Trust, Kandla, Chennai, Kakinaka and Visakhapatnam.

Opportunities:

• Growing and untapped market

• Growing spending by the government in agriculture sector

• Largely unorganized market of agriculture

• Growing requirement of food with regional imbalance distribution of crops

• Shortage of food grain post Russia-Ukraine war

• Increase in crop prices

Threats:

• Growing competition due no entry barrier in informal sector

• Changes in Government Policy

• Lesser rainfall effecting crop

• Rapidly changing climate

• More than 5 billion tonnes of soil are washed every year taking with it 6 million tonnes of nutrients.

• 41% of farmers want to leave agriculture if any other option was available (A survey by National Sample Survey Organization (2005))

Future Outlook

• Increasing demand for food grain

• Increase investment by government in agriculture sector

• Market expansion of UMA by entering new geography and adding new products in portfolio

• Increasing demand for Indian food grain across the world particularly in other Asian countries

RISKS AND CONCERN

Risk and its Management: Risk accompanies prospects. As a responsible corporate, it is the endeavor of the management to minimize the risks inherent in the business with the view to maximize returns from business situations. The architecture: At the heart of the Company?s risk mitigation strategy is a comprehensive and integrated risk management framework that comprises prudential norms, structured reporting and control. This approach ensures that the risk management discipline is centrally initiated by the senior management but prudently decentralized across the organization, percolating to managers at various organizational levels helping them mitigate risks at the transactional level. The discipline: The Company has clearly identified and segregated its risks into separate components, namely operational, financial, strategic and growth execution. All the identified risks are inter-linked with the Annual Business Plans of the Company, so as to facilitate Company-wide reviews. The review: A Risk Management Committee of the Board of Directors, comprising Board Members, has been constituted to review periodically updates on identified risks, implementation of mitigation plans and adequacy thereof, identification of new risk areas etc. The Board of Directors also reviews the Risk identification process and mitigation plans regularly. A senior executive has been entrusted at all the levels of business operation in the Company whose role is not only to identify the Risk but also to educate about the identified risk and to develop Risk Management culture within the business.

Key counter measures: The Company has institutionalized certain risk mitigation procedures outline as under:

• Roles and responsibilities of the various entities in relation to risk management have been clearly laid down. A range of responsibilities, from the strategic to the operational, is specified therein. These role definitions, inter alia, are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation, independent monitoring and reporting by internal audit.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with proper risk profiling.

• Wherever possible and necessary, appropriate insurance cover is taken for financial risk mitigation. Confirmation of compliance with applicable statutory requirements are obtained from the respective unit/divisions and subjected to an elaborate verification process.

• Quarterly reports on statutory compliances, duly certified, are submitted to the Audit Committee as well as the Board of Directors for review.

• Status of Demand/Notices on the Company, under various Acts and Rules, as well as status of litigations are reported to the Board of Directors every quarter.

INTERNAL CONTROL SYSTEMS

The Company has both external and internal audit systems in place. Auditors have access to all records and information of the Company. The Board recognizes the work of the auditors as an independent check on the information received from the management on the operations and performance of the Company. The Board and the management periodically review the findings and recommendations of the statutory and internal auditors and takes corrective actions whenever necessary. The Company maintains a system of internal controls designed to provide reasonable assurance regarding:

• Effectiveness and efficiency of operations.

• Adequacy of safeguards for assets.

• Reliability of financial controls.

• Compliance with applicable laws and regulations.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility and the environment in which it operates. Over the years, the Company aimed towards improving the lives of the people.

The Company?s CSR policy covers activities in the field of eradication of extreme hunger and poverty, promotion of education, promotion of gender equality, empowerment of women, improvement of mental health, slum area development and rural development projects, employment enhancing vocational skills, ensuring environmental sustainability, animal welfare, sanitation including contribution to fund set up by the Central Government, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During FY2023-24, as per Section 135 of the Act, an amount of Rs. 56,65,566/- was required to be spent by the Company on CSR activities. The Company has spent Rs. 56,66,000/- during FY2024, towards education of under privileged children, and it was decided to spend the balance by way of contribution to the a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year, as permitted under proviso to section 135(5) of the Companies Act, 2013. Accordingly, Rs. 56.66 lakhs to Raginiben Bipinchandra Seva Karya Trust

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "great people create great organization" has been at the core of the Company?s approach to its people.

KEY RATIOS

Particulars*

FY 2024 FY 2023
Revenue (Rs. in Lacs) 1,38,609.85 1,43,433.51
Net Profit After Tax (Rs. in Lacs) 606.67 2,670.44
Earnings per share (in Rs.) 1.79 7.90
Operating Profit Margin (%) 1.29 2.89
Net Profit Margin (%) 0.44 1.86
Return on Net worth 6.26 21.02
Current Ratio (times) 1.71 1.88
Debtors Turnover(times) 12.07 17.14
Debt-equity (times) 0.70 0.65
Interest Coverage Ratio(times) 2.13 8.13

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis report detailing the Company?s objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company?s operations include global and Indian demand supply conditions, raw material prices, finished goods prices, cyclical demand and pricing in the Company?s products and their principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries with which the Company conducts business and other factors such as litigation and / or labor negotiations.

Additional Shareholders? Information

FY2024 represents fiscal year 2023-24, from 1 April 2023 to 31 March 2024, and analogously for FY2023 and previously such labelled years.

1. General Board Meetings

Below table gives the details of date, time, location and business transacted through special resolution at last three Annual General Meetings:

Financial Year

Date & Time

Location

Special Resolution(s) Passed

2022-23

September 19,2023 at 11.00 A.M

AGM Conducted Video Conferencing Other Audio-Visual (OAVM)

Through None (VC) / Means

2021-22

September 23, 2022 at 11.00 A.M

AGM Conducted Video Conferencing Other Audio-Visual (OAVM)

Through 1. Authority to the Board of Directors under (VC) / Section 180 (1) (c) of the Companies Act, Means 2013 for borrowings up to the revised limit of Rs 300 crores

2. Authority to the Board of Directors under Section 180 (1) (a) of the Companies Act, 2013 for creation of charge upto the revised limit of Rs. 300 crores

3. Fee for service of documents

2020-21

September 1, 2021 at 4.00 P.M

AGM Conducted Video Conferencing Other Audio-Visual (OAVM)

Through 1. Regularisation of Additional Director, Mr. (VC) / Madam Mohan Khemuka (Din: 00335177) Means by appointing him as director of the company

2. Re-designation of Mr. Manmohan Saraf (Din: 07246524) as Executive Director of the company

3. Change in object clause of Memorandum of Association of the company

4. Payment of remuneration to MD exceeding the limits set out in SEC 197,198 of Companies Act , 2013

Resolution(s) passed through Postal Ballot

During the year, the Company has passed 1 (one) Ordinary resolution through postal ballot as per the below details.

Description of Resolution and Type of resolution

No of Shares No of votes polled

Votes Cast in favour

Votes cast against

Date of passing of resolution
No of votes % No of votes %

Alteration of the Objects Clause of the Memorandum of Association of the Company.

3,38,09,830 2,15,62,554 2,15,62,554 99.98 14 0.02 February 21, 2024

Procedure for the postal ballot:

The aforementioned Postal Ballot was conducted solely through the Remote E-Voting process in accordance with the regulations set forth in Sections 108 and 110, as well as other applicable provisions of the Companies Act, 2013 and its corresponding Rules. Md Shahnawaz, Practicing Company Secretary (ACS: 21427& COP No. 15076), was appointed as Scrutinizer, for conducting the above Postal Ballot through the Remote E-Voting process fairly and transparently and following the provisions of the Companies Act, 2013 and the rules made thereunder.

Details of the special resolution proposed to be conducted through postal ballot:

There are no special resolutions proposed to be conducted through a postal ballot regarding any of the matters to be discussed at the forthcoming AGM.

Annual General Meeting (AGM):

As per the Circulars issued by the Ministry of Corporate Affairs and the SEBI, from time to time, the 36th Annual General Meeting of the Company is scheduled to be held on September 30, 2024, at 9:30 A.M through Video Conference /Other Audio-Visual Means ("VC/OAVM") facility. The venue of the AGM shall be deemed to be the registered office of the Company at Ganga Jamuna Appartment 28/1, Shakespeare Sarani, 1st Floor Kolkata - 700017. The detailed instruction for participation and voting at the meeting is available in the notice of the 36th AGM.

Proposal to Conduct Postal Ballot for any Matter in the Ensuing Annual General Meeting

There is no proposal to conduct a postal ballot for any matter in the ensuing Annual General Meeting.

2. Book Closure Date:-

From September 24, 2024 to September 30, 2024 (both days inclusive).

3. Dividend

To strengthen the financial position of the Company and to augment working capital, your directors do not recommend any dividend for the FY 2024.

4. Financial Calendar

The financial year of the Company starts on 1st April every year and ends on 31st March subsequent year. Indicative calendar of events for the financial year 2024-25 are as under

For the quarter ending 30 June 2024 First / Second week of August 2024
For the quarter and half-year ending 30 September 2024 First / Second week of November 2024
For the quarter and nine months ending 31 December 2024 First / Second week of February 2025
For the year ending 31 March 2024 Third / Fourth week of May 2025
AGM for the year ending 31 March 2025 First week of September 2025

5. Listing of Stock Exchange and Stock Codes

BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G,
Dalal Street, Mumbai - 400 001 Bandra-Kurla Complex, Bandra (East)
Scrip Code – 543513 Mumbai – 400 051
Trading Symbol- UMAEXPORTS

Annual Listing fees to the National Stock Exchange of India and BSE Limited have been paid for the FY 2024-25. The Custodian fee for NSDL & CDSL has also been paid for the FY 2024-25.

6. The International Security Identification Number (ISIN)

ISIN is a unique identification number of traded scrip. This number has to be quoted in each transaction relating to the dematerialized securities of the Company. The ISIN of the Company?s equity shares is INE0GIU01018

7. Market Price Data

Monthly High and Low Prices of the Equity Shares of the Company for the year ended 31st March, 2024: (Source: www.bseindia.com)

NSE BSE

Month

High Low High Low
Apr-23 44.00 37.10 44.50 37.25
May-23 49.55 41.55 49.55 40.00
Jun-23 75.50 44.40 75.00 44.20
Jul-23 59.50 51.05 59.80 51.10
Aug-23 57.50 46.00 57.72 46.02
Sep-23 55.35 46.00 55.70 45.55
Oct-23 52.65 45.95 52.60 46.00
Nov-23 52.40 45.50 52.99 45.01
Dec-23 55.00 46.25 54.99 47.00
Jan-24 70.65 51.00 70.82 51.45
Feb-24 99.60 71.10 98.50 71.09
Mar-24 95.60 81.55 93.80 78.61

8 . Performance in comparison to board based indices

Performance of Equity Shares of the company in comparison to BSE Sensex:

9. Registrar and Share Transfer Agents

M/s. MAS Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi -110020, is the Registrar and Share Transfer Agent of the Company, both for Physical & Demat Shareholders. Accordingly, all communications on matters relating to Share Transfers, Dividend etc. may be sent directly to them. Complaints, if any, on these matters may also be sent to the Compliance Officer of the Company.

10. Share Transfer System

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended, Securities can be only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities. Members holding shares in physical form are requested to convert their holdings to dematerialized form. Transfer of Equity shares in electronic form is affected through the depositories with no involvement of the Company.

The share transfers/transmission/splits and /or issue of duplicate share certificates are processed on behalf of the Company by the Registrar and Transfer Agents M/s. MAS Services Limited and is then placed before the Stakeholder Relationship Committee to approve transfers. The Company Secretary addressed all the requests weekly.

All queries and requests relating to share /debenture transfers/ transmissions may be addressed to our Registrar and Transfer Agents.

The Company periodically reviews the operations of its Registrar and Transfer Agent.

11. Description of Voting Rights

All shares issued by the Company carry equal voting rights, and one share confirms one vote.

12. Nomination Facility

Shareholders / Debenture Holders holding physical shares/debentures may, if they so desire, may send their nominations in Form SH13 to the Registrar & Transfer Agents of the Company. Those holding shares in dematerialized form may contact their respective Depository Participant (DP) to avail nomination facility.

13. Shareholding Pattern as on 31st March 2024:

Distribution of shareholdings on the basis of ownership

As on 31 March 2023

As on 31 March 2024

No. of shares % of total No. of shares % of Total % change

Promoter?s Holding

- Individuals 2,01,96,300 59.73 2,01,86,300 59.71
- Companies 43,30,000 12.81 43,30,000 12.81

Sub-Total

2,45,26,300 72.54 2,45,16,300 72.51

Indian Financial Institutions

Banks - -
Mutual Funds - -
Foreign holdings
-Foreign Institutional Investors - - 3,094
- Non-Resident Indians 1,79,928 0.53 63,415 0.19
-ADRs / Foreign Nationals - -

Sub total

1,79,928 0.53 63,415 0.19
Indian Public and Corporate 91,03,602 26.93 92,27,021 27.29

Total

3,38,09,830 100.00 3,38,06,736 100.00

14. Distribution of shareholding as on March 31, 2024

Range

No. of % of Total No. of Shares % of Total
Shareholders Shareholders Shares
1 - 5000 26,640 95.583 25,03,527 7.405
5001 – 10000 726 2.605 5,67,021 1.677
10001 – 20000 260 0.933 3,97,674 1.176
20001 – 30000 77 0.276 1,94,133 0.574
30001 – 40000 31 0.111 1,09,479 0.324
40001 – 50000 32 0.115 1,50,889 0.446
50001 – 100000 38 0.136 2,81,352 0.832
100001 & Above 67 0.240 2,96,05,755 87.566

Total

27871 100.00 3,38,09,830 100.00

15. Outstanding ADR?s & GDR?s, Warrants or any other convertible instruments, conversion date and likely impact on equity shares

During the year under review, the Company has not issued any ADR?s & GDR?s, Warrants or any other convertible instruments. The Company has at present no outstanding ADR?s/GDR?s/Warrants to be converted that has an impact on the equity shares of the Company.

16. Commodity Price Risk or Foreign Exchange Risk

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking Inventory management and proactive vendor development practices. The Company?s reputation for quality, products differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.

17. Credit Rating

During the year under review, CRISIL has affirmed a short-term rating of CRISIL A3+ (pronounced ICRA A Three Plus). The outlook of the Long-Term Rating is stable.

18. Dematerialization of Shares

The Company?s scrip forms part of the compulsory dematerialization segment for all investors. To facilitate easy access of the dematerialized system to the investors, the Company has signed up with both the depositories namely National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL") – and has established connectivity with the depositories through its Registrar and Transfer Agents, MAS Services Limited.

Dematerialization of shares is done through MAS Services Limited. and on an average the dematerialization process is completed within 10 days from the date of receipt of a valid dematerialization request along with the relevant documents. Chart 1 gives the breakup of dematerialized shares and shares in certificate form as on 31 March 2024 as compared with that as on 31 March 2023.

The breakup of dematerialized shares and shares in certificate form as on March 31, 2024 as under:

Physical

NSDL CDSL
50,000 2,74,93,001 62,66,829

19. Other Disclosures

Disclosures on materially significant related party transaction

The statements containing the transactions with related parties were submitted periodically to the Audit Committee. The details of Related Party Transaction are discussed in detail in Note No. 37 of Notes to the Financial Statements. All the contracts/ arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business on an Arm?s Length Basis.

None of the transactions with any of related parties were in conflict with the Company?s interest.

Details of non-compliance(s) by the company

There were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any Statutory Authority for Non-Compliance of any matter related to the Capital Markets

Whistle Blower Policy/Vigil Mechanism

The Board of Directors of the company has adopted Whistle Blower Policy. The management of the Company, through the policy envisages encouraging the employees of the Company to report the higher authorities any unethical, improper, illegal, or questionable acts, deeds & things which the management or any superior may indulge in. This policy has been circulated to the employees of the Company. However, no employee has been denied access to the Audit Committee.

Details of Compliance with mandatory requirements and adoption of the non-mandatory requirements

The Company has complied with the mandatory requirements of Corporate Governance under listing Regulations and is in the process of implementation of non- mandatory requirements.

Disclosure of Accounting Treatments

The financial statements of the Company have been prepared in accordance with Indian Accounting Standard (IndAS) to comply in all material aspects under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act")/ Companies Act, 1956 ("the Act 1956"), as applicable. These financial statements have been prepared on an accrual basis and under the historical cost conventions.

20. Name, Designation & Address of Compliance Officer and RTA for Complaints & Correspondence

Mrs. Sriti Singh Roy

Company Secretary & Compliance Officer

Uma Exports Limited

Ganga Jamuna Appartment

28/1,Shakespeare Sarani,1st Floor

Kolkata 700017

Tel: +91 8777728561

Registered / Corporate Office Address for Correspondence

Uma Exports Limited

Ganga Jamuna Appartment

28/1, Shakespeare Sarani, 1st Floor

Kolkata 700017

Tel: +91 33 22811396 / 7

Email Id: cs@umaexports.net.in

CIN: L14109WB1988PLC043934

Registrar & Share Transfer Agents

M/s. MAS Services Limited

T-34, 2nd Floor, Okhla Industrial Area,

Phase - II, New Delhi -110020

Tel: 033 2280-6616/6617/6618, Fax: 033 2280-6619

Email: info@masserv.com

URL: https://www.masserv.com/

21. Disclosure with respect to demat suspense account/unclaimed suspense account

SL No.

Particulars

Applicability

1.

Aggregate number of Shareholder and the outstanding shares in the suspense account lying in the beginning of the year

Nil

2.

Number of Shareholder who approached the Company for transfer of shares from suspense account during the year

Nil

3.

Number of Shareholders to whom shares were transferred from suspense account during the year

Nil

4.

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year

Nil

5.

That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares

Nil

22. Transfer of Unpaid / Unclaimed Amounts and Shares to Investor Education and Protection Fund

Your Company did not declared any dividend hence the above provisions is not applicable.

23. Reminder to Investors:

As there is no unpaid / unclaimed dividends, no reminders for such unclaimed shares and unpaid dividends to be sent to shareholders. The Company shall ensure compliance as and when applicable.

For and on behalf of the Board of Directors

UMA EXPORTS LIMITED

Manmohan Saraf

Rakhesh Khemka

Date: May 29, 2024

WTD & CFO

(Managing Director)

Place: Kolkata DIN: 07246524 DIN: 00335016

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