Uniroyal Marine Exports Ltd Directors Report

To the Members,

UNIROYAL MARINE EXPORTS LTD

Your Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2024

1. FINANCIAL SUMMARY

The Companys financial performance for the financial year ended March 31, 2024:

[Amount in Rs (Lakhs)]

Particulars	As at the end of current reporting period	As at the end of previous reporting period
Revenue from operations	1,928.52	2,877.95
Other Income	7.16	9.81
Total Revenue	1,935.68	2,877.77
Total expense	2,210.89	2,909.21
Profit before Tax	(275.21)	(52.46)
Profit After tax	(276.21)	(52.46)
Earnings per Equity share:
Basic	(4.27)	(0.74)
Diluted	(427)	(0.74)

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, 2024.

3. WEBLINK OF ANNUAL RETURN, IF ANY:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the

Companys website and can be accessed at- https://uniroyalmarine.com/investorrelations

4. MEETINGS OF BOARD OF DIRECTORS

Five Board Meetings were held during the Financial Year ended March 31, 2024, i.e. 10.04.2023, 30.05.2023, 11.08.2023, 13.11.2023 and 12.02.2024. The maximum gap between any two Board Meetings was less than One Hundred and Twenty days.

The names of members of the Board and their attendance at the Board meetings are as follows;

S. N o Name of Directors	Number of Meetings attended/Total Meetings held during the Financial year 202324
1 ANUSH KALLUVILA THOMAS	5
2 MOHANLAL VISWANATHAN NAIR	2
3 NITHYA ALEX	5
4 THOMAS KADAKKETH CHANDY	2
5 SACHU RAJAN EAPEN	5
6 AMBRISH NARESH SAMPAT	5

5. 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.

6. 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.

7. 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.

8. CHANGE IN DIRECTORSHIP

There has been no change in the constitution of the Board during the financial year under review i.e. the structure of the Board remains the same.

9. 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.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended March 31, 2024 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 31 to the Balance Sheet as on March 31, 2024.

11. 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.

12. 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.

13. 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.

14. DIVIDEND

The Board of Directors of the Company have not recommended any dividend on equity shares of the Company during the financial year 2023-24 to plough black the profit for continued investment in the business.

15. 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 (Accounts0 Rules, 2014, are enclosed as Annexure-2 to the Boards Report.

16. 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.

17. 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, 2024, there will nil complaints recorded pertaining to sexual harassment.

18. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March 31, 2024, Company doesnt have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

19. 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.

20. AUDITOR

Auditors of the Company M/s B S J & Associates, Chartered Accountants( Firm Registration No: 0105605), Ernakulam, Statutory Auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of Annual General Meeting of the company to be held in the next Year.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had appointed, Mr K P Satheesan partner of GOPIMOHAN SATHEESAN AND ASSOCIATES LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial Year ended March 31, 2024. The secretarial Report has been annexed as Annexure-4 to the Directors Report.

21. DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2024, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s B S J & Associates, Chartered Accountants( Firm Registration No: 0105605). The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date.

c) The Directors 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.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) 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.

22. DEPOSITS

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

23. CORPORATE SOCIAL RESPONSIBILITY

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

24. 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.

25. 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.

26. 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.

27. 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-1 to the Boards report.

28. 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(e) of the SEBI (LODR) Regulations, 2015 is separately attached with this report.

29. AUDIT COMMITTEE

The Composition of the Audit Committee is disclosed in the Corporate Governance report for the purpose of Section 177(8) of the Companies Act, 2013. All the recommendations made by the Audit committee have been accepted by the Board.

30. CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (LODR), the certificate on corporate governance is enclosed as Annexure 4 to the Boards report.

31. 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 24.08.2023.

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 10.04.2023.

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

32. 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.

ACKNOWLEGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation 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.

ANNEXURES TO THE BOARDS REPORT Annexure 1 - Particulars of employees

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2023-2024.	Directors Name			Ratio to mean remuneration
	Mr. Anush K Thomas- Managing Director			1:0.96
(ii) The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any in the financial year 2023-24 compared to 2022-23	Directors/CFO/CEO/CS/Man ager Name			% increase in remuneration
	Mr. Anush K Thomas- Managing Director			NIL
	Ms. Manjusha M Nair- Company Secretary			NIL
	Ms. Bindu Suresh - Chief Financial Officer			NIL
(iii) Percentage increase in the median remuneration of employees in the financial year 2023-24 compared to 2022-23.	Decrease of 7.10%
(iv) Number of permanent employees on the rolls of the company	As on 31.03.2024		As on 31.03.2023
	50		58
(v) Explanation on the relationship between average increase in remuneration and the company performance	As per industry standards		As per industry standards
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company	Particulars		Amount & Percentage
	Total amount of remuneration of KMP		10.14 Lakh
	Revenue for the Financial Year 3103-2024.		1968.92 Lakh
	Remuneration of KMP as a % of Revenue		0.52%
	Profit Before Tax for the Financial Year 31-03-2024.		-274.65
	Remuneration of KMP as a % of Profit Before Tax		0.52%
(vii) Average percentile increase in salaries of Employees other than managerial personnel	During 2023-24			During 2022-23
	-11%			2.61%
	Normal industry standards applied based on increase in turnover			Normal industry standards applied based on increase in turnover
(viii) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company	Name of Key Manageri al personne l	Remuneration for the years ended				Reason against performa nce of the Company
		31.03.24	31.03.23		% change
	Mr. Anush K Thomas- Managin g Director	252000	252000		NIL	As per Normal industry standards
	Ms. Manjush a M Nair- Company Secretary	420000	375000		0.02%	As per Normal industry standards
	Mrs. Bindu	342000	343744		0.01%	As per
	Suresh - Chief Financial Officer					Normal industry standards
(ix) Key parameter for any variable component of remuneration availed by the Directors	NA
(x) Ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess the highest paid director during the year	1:5.86

b) Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, no employee of the Company was in receipt of remuneration requiring disclosure under Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Annexure 2

Conservation of energy, technology absorption, foreign exchange earnings and outgo Energy Conservation Measures

The Company continues its efforts to improve methods for energy conservation and utilization by:-

(1) More usage of electricity purchased from KSEB.

(2) Improved efficiency of own generation by usage of diesel generator only for emergencies and as stand by.

(3) Intensified vigil on wastage/leakage control.

Disclosure of particulars with respect to conservation of energy

Particulars	Energy Consumption during
(A) Power and Consumption	2023-24	2022-23
1. Electricity
i) Purchased Units KWH	1507972	1538222
ii) Total Amount Rs.	12499597	11784352
iii) Rate per unit Rs.	8.29	7.66
2. Own Generation through Diesel Generator
i) Unit KWH	62840	65755
ii) Unit/Ltr. of Diesel Oil KWH	2.36	2.35
iii) Cost per Unit Rs.	40.57	40.31
(B) Consumption per Unit of Production
a) Electricity KWH	2.29	2.20
b) Diesel Ltrs.	0.14	0.09

Technology Absorption Research & Development

1. Specific areas in which R&D carried out by the company.

a) Quality up-gradation

b) Developing variety products

c) Productivity enhancement

d) Quality Control Management

2. Benefits derived as a result of the above R&D

a) Increase in production and capacity utilization.

b) Repeat order from customers due to consistency in quality.

Foreign Exchange Earnings and Outgo

Particulars	For the year ended 31 March 2024	For the year ended 31 March 2023
	(Rs.in lakhs)	(Rs.in Lakhs)
Exports of Goods on FOB Basis	1455	2470
Royalty, Know- How, Professional Charges	Nil	Nil
Interest and Dividend	Nil	Nil
Other Income	Nil	Nil

Annexure 3 - Certificate on Corporate Governance

To the Shareholders of Uniroyal Marine Exports Limited.

I have examined the compliance of conditions of Corporate Governance by Uniroyal Marine Exports Limited, for the year ended March 31, 2024 as stipulated in SEBI (LODR) Regulations 2015 and Listing Agreement of the Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions for the Corporate Governance.

In my opinion and to the best of my information and according to the explanations given to us, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned SEBI (LODR) Regulations 2015 and Listing Agreement of the Company with Stock Exchanges.

I state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Annexure 4

Secretarial audit report for the financial year ended March 31, 2024

FORM NO. MR-3 SECRETARIALAUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Uniroyal Marine Exports Limited 11/19, Vengalam, PO Calicut-673303

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate practices by UNIROYAL MARINE EXPORTS LTD (hereinafter called the Company). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/ statutory compliances and expressing our 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 information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024, 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 UNIROYAL MARINE EXPORTS LTD for the financial year ended on 31st March, 2024 according to the provisions of:

1. The CompaniesAct,2013 (the Act) and the Rules made thereunder;

2. Provisions of the Reserve Bank of India Act, 1934 to the extent the same is applicable to the Company.

3. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of compliance by the Indian company receiving amount of consideration for issue of shares under companys stock option scheme.

We further states that as the Company is a listed Company, the following Acts, Rules, Regulations are applicable to the Company

(i) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act):-

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

(b) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under;

(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, 2009 ;

(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; is not applicable to the Company during the Audit period;

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 ; is not applicable to the Company during the Audit period;

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

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, ; is not applicable to the Company during the Audit period;

and

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 ; is not applicable to the Company during the Audit period;

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 BSE Limited;

We further report that, based on the representation made by the Company and its Officers in respect of systems and mechanism formed/ followed by the Company and on examination of the relevant documents and records in pursuance thereof, the following laws, regulations, directions, orders are applicable to the Company and to the best of our knowledge the company has complied with the applicable provisions thereof:

1. Factories Act 1948.

2. Industrial Dispute Act 1947.

3. Child Labour (Prohibition and Regulation) Act 1986.

4. Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act 2013.

5. Payment of Wages Act, 1936, and rules made there under,

6. The Minimum Wages Act, 1948, and rules made there under,

7. Employees State Insurance Act, 1948, and rules made there under,

8. The Employees Provident Fund and Miscellaneous Provisions Act, 1952, and rules made there under,

9. The Payment of Bonus Act, 1965, and rules made there under,

10. Payment of Gratuity Act, 1972, and rules made there under,

11. Contract Labour (Regulation & Abolition) Act, 1970,

12. The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of Pollution) Rules, 1975,

13. Hazardous Waste Handling and Management Act, 1989

14. Food Safety and Standards Act, 2006, and rules made there under.

15. Kerala Shops and Commercial Establishment Act, 1960

16. Kerala Fire Force Act, 1962

17. The Foreign Trade (Development & Regulation) Act, 1992

18. The Marine Products Export Development Authority Act, 1972

19. Export (Quality Control and Inspection) Act, 1963.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was 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 reasonable system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through and proper system is in place which facilitates/ ensure to capture and record, the dissenting members views, if any, as part of the Minutes. Based on the representation made by the Company and its Officers explaining us in respect of internal systems and mechanism established by the Company which ensures compliances of other Acts, Laws and Regulations applicable to the Company, We 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, there are no specific events / actions having a major bearing on the Companys affairs in pursuance of the laws, rules, regulations, guidelines, etc, referred to above.

Annexure A

To,

The Members,

Uniroyal Marine Exports Limited

11/19, Vengalam, PO Calicut-673303

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

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as 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-check basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever 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 management. Our examination was limited to the verification of procedures on test-check 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.