Uniroyal Marine Exports Ltd Directors Report

Dear Members,

The Board of Directors of your Company is pleased to present the 33^rd Annual Report along with the audited standalone financial statements for the financial year ended March 31, 2025, and other accompanying reports and disclosures, in compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

1. FINANCIAL SUMMARY

The Companys financial performance for the financial year ended March 31, 2025, is as follows:

Particulars	For the year ended 31.03.2025	For the year ended 31.03.2024
Revenue from operations	2845.22	1928.52
Other Income	33.25	40.40
Total Revenue	2878.47	1968.92
Total expense	2871.73	2244.15
Profit before Tax	6.74	(275.22)
Profit After tax	6.74	(275.22)
Earnings per Equity share:
Basic	0.12	(4.27)
Diluted	0.12	(4.27)

2. STATE OF AFFAIRS/ HIGHLIGHTS

a) The Company is engaged in the business of purchasing, processing, curing, canning, freezing, selling, exporting and dealing in marine products.

b) There has been no change in the business of the Company during the financial year ended March 31, 2025.

3. DIVIDEND

The Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year 2024-25.

4. TRANSFER TO RESERVE

The Board of Directors of your company has decided not to transfer any amount to the

Reserves for the financial year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no amount required to be transferred to Investor Education and Protection Fund.

6. SHARE CAPITAL

During the year under review, there were no changes in the issued, subscribed and paid-up share capital of the Company. The paid-up capital remains at INR. 6,47,95,000/- comprising of 64,79,500 equity shares of INR. 10/- each.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March 31, 2025, the Company does not have any Subsidiary, Joint Venture, or Associate Company.

8. PARTCULARS OF LOANS AND INVESTMENT

The Company has not made any investments, given guarantees, and provided securities during the financial year under review. Therefore, there is no need to comply with the provisions of Section 186 of the Companies Act, 2013.

9. DEPOSITS

The company has not accepted any deposits during the financial year under review.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTRION AND FOREIGN

EXHCHANGE EARNINGS & OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 1 to the Boards Report.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended March

31, 2025 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note no 32 to the Financial Statements.

12. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. However, the Members of the Company, at the Extraordinary General Meeting held on July 31, 2025, approved the proposal to sell and transfer, through an open bid/public tender process, the land and building admeasuring approximately 180 cents situated at 11/19, Chamancheri, Vengalam P.O., Calicut, Kerala 673303, and further authorized the Board to enter into a lease-back arrangement in respect of the said property.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts or tribunals impacting the going concern status or Companys operations in future.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition:

As on March 31, 2025, the Board comprises of six Directors including one Executive Director (Managing Director) and five Non-Executive Directors, of which two are Independent Directors. The existing composition of the Companys Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on March 31, 2025, the Board comprises the following Directors:

Sl. No. Name of Director	Category
1 Mr. Sachu Rajan Eapen	Chairman, Independent Director
2 Mr. Ambrish Naresh Sampat	Independent Director
3 Mr. Anush Kalluvila Thomas	Managing Director
4 Mrs. Nithya Alex	Non-executive Woman Director
5 Mr. Mohanlal Viswanathan Nair	Non-executive Director
6 Mr. Thomas Kadakketh Chandy	Non-executive Director

Change in Directorship:

There has been no change in the composition of the Board during the financial year under review; the structure of the Board has remained unchanged.

Director Retiring by Rotation:

In accordance with Section 152 of the Act, Ms. Nithya Alex (DIN: 02191256), Woman Director, retires by rotation and being eligible, offers herself for reappointment. The Board of Directors recommend for her re-appointment and the relevant resolution seeking shareholders approval forms part of the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel:

As on March 31, 2025, the following persons have been designated as the Key Managerial Personnel of the Company:

Mr. Anush Kalluvila Thomas - Managing Director

Mrs. Bindu Suresh - Chief Financial Officer

Mr. Sajeesh Kurian P - Company Secretary and Compliance Officer

During the year under review, Ms. Manjusha Nair resigned and ceased to be Company Secretary and Compliance Officer of the Company with effect from August 31, 2024. Thereafter, the Board appointed Mr. Arun Kumar V K as the Company Secretary and Compliance Officer with effect from September 30, 2024. Subsequently, Mr. Arun Kumar V K resigned from the said position with effect from March 05, 2025. The Board thereafter appointed Mr. Sajeesh Kurian P as the Company Secretary and Compliance Officer of the Company with effect from March 13, 2025.

15. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

The Company has complied according to the provisions of Section 149(6) of the Companies Act, 2013. The Company has also obtained declaration from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013.

16. COMMITTEES OF THE BOARD

The Board has constituted three committees in accordance with statutory requirements, which are Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Each Committee of the Board functions according to the terms of reference as approved by the Board. Meeting of each committee is convened by the respective committee Chairman. The composition and terms of reference of these subcommittees including the number of meetings held during the financial year and the related attendance are given below:

a) Audit Committee

Our Audit Committee consists of three Directors as its members. They are Mr. Sachu Rajan Eapen, Mr. Thomas Kadakketh Chandy and Mr. Ambrish Naresh Sampat.

All the members of the Committee are non-executive Directors. The Committee assists the Board in ensuring correctness of the Companys financial reporting and disclosure processes, internal controls, risk management policies and processes, appointment and / or reappointment of Statutory and Internal Auditors and associated matters. b) Nomination and Remuneration Committee

Our Nomination and Remuneration Committee consists of three Directors as its members. They are Mr. Sachu Rajan Eapen, Mr. Thomas Kadakketh Chandy and Mr. Ambrish Naresh Sampat.

All the members of the Committee are non-executive Directors. The Nomination and Remuneration Committee reviews the remuneration payable to the Managing Director and Senior Management officials of the Company and advising the Board over the general remuneration policies of the Company.

c) Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports etc., and to approve the share transfer, issue of duplicate share certificates, transmission and dematerialization of equity shares.

The Stakeholders Relationship Committee consists of three Directors. They are Mr. Sachu Rajan Eapen, Mr. Thomas Kadakketh Chandy and Mr. Ambrish Naresh Sampat.

Total number of letters and complaints received and replied to the satisfaction of shareholders during the year under review was NIL as on March 31, 2025 there are NIL complaints pending with the Company.

17. NUMBER OF BOARD MEETINGS/ COMMITTEE MEETINGS

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary.

During the year under review, 7 Board Meetings, 4 Audit Committee Meetings, 2 Nomination and Remuneration Committee and a Stakeholders Relationship Committee meeting were held. Necessary quorum was present in all the meetings.

18. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD,

ITS COMMITTEES & OF INDIVIDUAL DIRECTORS

The performance evaluation of non-Independent Directors is done by the Independent Directors of the company at their meeting held on 13.08.2024.

The performance evaluation of Independent Directors is done by the entire Board of Directors, excluding the director being evaluated at the Board Meeting held on 09.04.2024.

The performance evaluation of the Board was carried out on a questionnaire template on the basis of criteria such as flow of information to the Board, effective role played by the

Board in decision making etc. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

A separate meeting of Independent Directors of the Company was held during the year under review, in which the members evaluated the performance of the Chairman on the basis of criteria such as giving guidance to the Board and ensuring the Independence of the Board etc. The performance of the Non- Independent Directors was also evaluated on the basis of their contribution to the Board deliberations

19. PARTCULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON

During the year under review, no employee of the Company was in receipt of remuneration requiring disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 2 to the Boards report.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

21. COST RECORD

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records.

22. RISK MANAGEMENT POLICY

During the year, your Directors have adopted a Risk Management Policy which is intended to formalize the risk management procedures, the objective of which is identification, evaluating, monitoring, and minimizing identifiable risks. The risk management policy is successfully implemented by the company to protect the value of the Company on behalf of the shareholders.

23. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management discussion and Analysis, which forms part of this report.

24. AUDITORS

Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, BSJ & Associates, Chartered Accountants (Firm Registration No: 0105605), Ernakulam, have been appointed as Statutory Auditors of the company to audit the accounts of the Company for a period of five financial years starting from the financial year 2020-21 to Financial year 2024-25 and shall hold office till the conclusion of the ensuing Annual General Meeting of the Company on a such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company. The Board recommends the re-appointment of BSJ & Associates, Chartered Accountants (Firm Registration No. 010560S), Ernakulam, as the Statutory Auditors of the Company for another term of five years, subject to the approval of the shareholders at the ensuing AGM.

The Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, or adverse remark and forms part of the Financial Statements.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed Gopimohan Satheesan and Associates LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2024 25. The Secretarial Audit Report issued in Form MR-3 is annexed as Annexure

3 to this Report and does not contain any qualification, observation, or adverse remark.

Internal Auditors:

In terms of Section 138 of the Companies Act, 2013, the Board of Directors appointed Mr. Sandeep Kumar, Company Secretary, as the Internal Auditors of the Company for the financial year 2024 25.

25. DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

26. BOARDS COMMENT ON THE AUDITORS REPORT

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

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have 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 and loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a Going Concern basis

v. They have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

29. PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Our Company has always believed in providing a safe and harassment-free workplace for every individual working on its premises. The company always endeavors to create and provide an environment that is free from discrimination and harassment.

The policy on prevention of sexual harassment at the workplace aims to prevent harassment of employees, {whether permanent, temporary, ad hoc, consultants, interns, or contract workers, irrespective of gender, and lays down guidelines for identification, reporting, and prevention of undesired behavior. The company has duly constituted an internal complaints committee as per the said Act.

During the financial year ended March 31, 2025, there will nil complaints recorded pertaining to sexual harassment.

30. ANNUAL RETURN

In accordance with Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the draft Annual Return of the Company for the financial year ended March 31, 2025, in Form MGT-7, is available on the website of the Company and can be accessed at: https://uniroyalmarine.com/investorrelations

31. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has put in place a mechanism of reporting illegal or unethical behavior. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/ notified persons. The policy is available on our website at the link: http://uniroyalmarine.com/wp-content/uploads/2015/02/UME-Whistle-Blower-Policy-Vigil-Mechanism.pdf

32. MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis of the financial conditions including the result of the operations of the company for the year under review as required under Regulation 34 of the SEBI Listing Regulations is separately attached with this report.

33. CORPORATE GOVERNANCE REPORT

The Company does not meet the criteria specified in Regulation 15(2) (a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, since the Companys paid-up capital does not exceed Rupees ten crore and the Companys Net-worth does not exceed Rupees twenty-five crore as on the last day of the Previous financial year. Thus, compliance with the Corporate Governance provisions as specified para C, D and E of Schedule V shall not apply to the company.

34. PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY

CODE, 2016

During the financial year 2024 25, there were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

35. DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

36. ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, cooperation and support have enabled the Company to achieve the desired results.

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.

	For and on behalf of the Board
	Uniroyal Marine Exports Limited
	Sd/-	Sd/-
	Anush Kalluvila Thomas	NITHYA ALEX
Place: Kochi	Managing Director	Director
Date: 27.08.2025	DIN: 01254212	DIN: 02191256