Your Directors are pleased to present the 15^th Annual Report together with the Audited
Statement of Accounts of SAHARA MARITIME LIMITED ("the Company") for the year ended
31st March, 2024.

1. FINANCIAL RESULTS

The Company's summarized standalone financial performance for the year under review
along with previous year figures is given hereunder:

( in Lakhs)

2. STATEMENT OF COMPANIES AFFAIRS:

The Key highlights pertaining to the business of the Company for the Year 2023-24 have been
given hereunder:

During the financial year 2023-2024, the revenue from operations stood at Rs. 1,350.48 lakhs.
The Company incurred total expenses amounting to Rs. 1,285.11 lakhs. Your Company has

recorded a net profit of Rs. 77.98 Lacs after deducting extraordinary items, provision of
current tax, profit and tax from discontinuing operations and has reported Earnings Per Share
of Rs. 3.17 during the financial year 2023-2024.

The Board of Directors of your Company is optimistic about the future prospects of the
Company. Your directors are of the view that the Company will have a progressive growth in
the subsequent financial years and are hopeful for the bright future prospects

3. DIVIDEND

No dividend was declared for the current financial year due to conservation of profits in the business.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

There were no instance of declaration of dividend and hence the provisions of Section 125(2)
of the Companies Act, 2013 do not apply.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in nature of business of the Company.

6. RESERVES

The Directors do not propose to transfer any amount to the Reserves. Total amount of net
profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

7. SHARE CAPITAL
Authorized Share Capital

The Authorised Share Capital of the Company as on 31^st March, 2024 stood at Rs.
4,50,00,000/- (Rupees Four Crore Fifty Lakh Only) divided into 45,00,000 (Forty Five Lakh)
Equity Shares of Rs. 10/- each.

During the year under review the Company has made changes in the share capital and the
details of the same are as mentioned below:

Issued, Subscribed & Paid-Up Capital

• 8,49,600 Fresh equity shares of face value of Rs 10/- each at a premium of Rs 71/- per
share were issued through IPO and allotted on 21st December 2023

• The present Paid-up Capital of the Company is Rs. 3,07,06,500/- divided into 30,70,650
Equity Shares of Rs. 10/- and entire shares of the company were listed on BSE-SME
exchange w.e.f. 26th December 2023.

8. DETAILS OF INITIAL PUBLIC OFFER (IPO):

The Company made its maiden public offer of equity shares by way of fresh issue of equity
shares in accordance with Chapter IX of The SEBI (ICDR) Regulations, 2018 as amended,

wherein 8,49,600 Equity Shares were offered through the Initial Public Offer. The public offer
was opened on 18th December 2023 and closed on 20th December 2023 for all applicants.
The 8,49,600 equity shares were offered at an offer price of ^ 81/- per equity Share (including
a share premium of ^ 71/- per equity Share). The shares were allotted on 21th December
2023 to the respective successful applicants under various categories as approved in
consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE
Limited. The Equity shares of the Company were listed on BSE Limited under SME segment
with effect from 26th December 2023. The Company's IPO has received an overwhelming
response and got oversubscribed by 40.47 times.

9. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATIONS) OR VARIATIONS):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations / LODR') there was no deviation/variation in the
utilisation of proceeds as mentioned in the objects stated in the Prospectus dated 12th
December 2023, in respect of the Initial Public Offering of the Company.

10. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby
enhancing stakeholder value.

• Composition of Board:

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act").
Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the
requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of the Company is serving as a Whole-Time Director in any other Listed
Company and the number of their directorship is within the limits laid down under Section
165 of the Companies Act, 2013.

Changes in the Board Composition:

- In the Board Meeting held on 2^nd May 2023

Mr. Sohrab Rustom Sayed (DIN: 01271901) was appointed as Chairman & Managing
Director of the Company w.e.f 5^th May 2023 for a period of 5 years.

Ms. Mansi Harsh Dave (DIN: 07663806) and Mr. Yash Bharat Mandlesha (DIN: 09084191)
were appointed as Independent Director of the Company w.e.f 5^th May 2023 for a period
of 5 years.

Appointment / Retirement by rotation and subsequent re-appointment:

Mr. Sohrab Rustom Sayed (DIN: 01271901), Chairman & Managing Director, is liable to retire
by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have
offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief profile of the Director and other
related information has been detailed in the Notice convening the ensuing AGM of the
Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial
Standard, of the person seeking re-appointment/ appointment as Director are also provided
in Explanatory statements annexed to the Notice convening the 15th Annual General Meeting.

The Directors have disclosed their interest in other entities arose, if any, during the year to the
board and the Board took note of the same for the record.

Key Managerial Personnel (KMP):

Independent Directors:

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors of the Company met at regular intervals to discuss about the future
action plans and to take business related decisions. The gap between 2 board meetings was
within the statutory limit set under the provisions of the Companies Act, 2013. Proper notices
for holding the Board Meeting was given to the Directors so that they are well prepared and
well equipped for discussion the Meeting.

During the financial year ended 31st March 2024, Nine (9) Board Meetings were held as on

28.04.2023, 02.05.2023, 22.05.2023, 18.08.2023, 06.09.2023, 30.10.2023, 12.12.2023,

21.12.2023, 22.02.2024.

Directors' attendance:

Details of General Meeting and Extra-Ordinary General Meeting held during F.Y. 2023-24:

An Extra-Ordinary General Meeting was held on 5^th May 2023 and the 14^th Annual General
Meeting of the Company was held on 5^th September 2023.

Committees of Board:

The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.

A. Audit Committee:

The Company has constituted audit committee in line with the provisions Section 177 of the
Companies Act, 2013 in the Board Meeting held on 22nd May 2023. Audit Committee meeting
is generally held for the purpose of recommending the half yearly and yearly financial result.
Additional meeting is held for the purpose of reviewing the specific item included in terms of
reference of the Committee. During the year under review, Audit Committee met 2 (Two)
times viz on July 17, 2023 and December 09, 2023.

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

Recommendations of Audit Committee, wherever/whenever given, have been accepted by
the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of unethical
behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization of
the Whistle Blower who avails of such mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is
reviewed by the Audit Committee from time to time. None of the Whistle blowers has been
denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company
is available on the website of the Company.

B. Nomination And Remuneration Committee:

The Company has constituted Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013 in the Board Meeting held on 22nd May
2023. Nomination and Remuneration Committee meetings are generally held for identifying
the persons who are qualified to become Directors and may be appointed in senior
management and recommending their appointments and removal. During the year under
review, Nomination and Remuneration Committee met 1 (One) time, viz on 17^th July 2023.

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

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high
performance culture. It enables the Company to attract motivated and retained manpower in
competitive market, and to harmonize the aspirations of human resources consistent with the
goals of the Company. The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is placed on the website of the Company.

C. Stakeholders and Relationship Committee:

The Company has constituted Stakeholders' Relationship Committee in line with the
provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing
Regulations, in the Board Meeting held on 22nd May 2023.

Stakeholders and Relationship Committee is to resolve grievances of security holders of the
Company, including complaints related to transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings, etc. During the year under review, Nomination and Remuneration Committee met
1 (One) time, viz on 17^th July 2023.

11. PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

12. DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company has two Non-Promoter Non- Executive Independent Directors in line with the Act.
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company
have registered themselves in the Independent Director Data Bank.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of
their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable
accounting standards have been followed and that no material departures have been
made from the same;

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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2023
on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and

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.

14. PUBLIC DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year under review.

However, during the year under review, the Company has repaid unsecured loan from its
director and the details of the amount of unsecured loan from its director and disclosure in
pursuance of Chapter V, Rule 2 (1) (c) (viii) of Companies (Acceptance of Deposits) Rules,
2014 is furnished hereunder:

Also, the Company has obtained declarations from the Director in compliance of the
provisions of Rule 2(1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014. The
company has not accepted any deposits from the public.

15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.

16. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual
Return as on March 31, 2024 shall be placed on the Company's website on
https://www.saharamaritime.com/

17. TRANSACTIONS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as Annexure - A to this
Report.

18. BOOK CLOSURE DATE:

The Register of Members and Share Transfer Books of the Company will be closed from 21^st
September 2024 to 26^th September 2024 (both days inclusive) for the purpose of 15^th Annual
General Meeting.

19. MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the
Company, have occurred between the end of financial year of the Company i.e. March 31,
2023 to the date of this Report.

20. POLICY FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
came into effect from May 15, 2015 to put in place a framework for prohibition of insider
trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation
8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
the Company has formulated and adopted the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the
Company. The Code of Fair Disclosure is available on the website of the Company
https://www.saharamaritime.com/

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of
Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to
be followed and disclosures to be made while dealing with the shares of the Company and
cautioning them on the consequence of non-compliances. The Company Secretary has been
appointed as a Compliance Officer and is responsible for monitoring adherence to the Code.
The code of conduct to regulate, monitor and report trading by insiders is also available on
the website of the Company https://www.saharamaritime.com/

21. PARTICULAR OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 (12)
of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and
is marked as Annexure D to this Report.

Further during the year, no employees of the Company were in receipt of remuneration in
terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of ('Act') and rules made there under, your Company has proper
taken care for women to ensure healthy working environment without fear of prejudice,
gender bias and sexual harassment. The Board states that there were no cases or complaints
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

23. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

The Company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable impact
of such risks, formulation of risk mitigation strategy and implementation of the same takes
place in a structured manner. Though the various risks associated with the business cannot
be eliminated completely, all efforts are made to minimize the impact of such risks on the
operations of the Company. The Company on various activities also puts necessary internal
control systems in place across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources.

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

The particulars relating to conservation of energy, technology, absorption and foreign
exchange earnings and outgo is attached as Annexure-B to the Directors' Report

25. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL
STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively. During the year under review, the
Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India, New Delhi.

26. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with
the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this report
under relevant heading.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year
under review, Management Discussion and Analysis Report, is presented in a separate
section forming part of this Annual Report.

28. STATUTORY AUDITORS:

M/s. A.Y. & COMPANY, Chartered Accountants, Mumbai having Firm Registration No.
020829C were appointed as Statutory Auditors to audit the accounts for the period of 5
financial years commencing from financial year 2022-23 till the conclusion of Annual General
Meeting to be held in the year 2027 at the first Annual General Meeting and there has been
no changes in the same.

29. SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s K Pratik
& Associates, Practicing Company Secretary, have been appointed as a Secretarial Auditors
of the Company. The Secretarial Audit report of the Secretarial Auditor is enclosed as
Annexure C to this Report.

30. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12)
of the Companies Act, 2013.

31. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals,
Statutory and quasi-judicial body impacting the going concern status of the Company and its
operations in future. The details of litigation on tax and other relevant matters are disclosed
in the Auditors' Report and Financial Statements which forms part of this Annual Report.

32. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC):

During the period under review, no corporate insolvency resolution process is initiated
against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

33. MAINTENANCE OF COST RECORDS:

Since the company is not falling under prescribed class of Companies, it is not required to
maintain cost records.

34. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014
and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that no
disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under
any ESOS scheme;

iii. Annual Report and other compliances on Corporate Social Responsibility;

iv. There is no revision in the Board Report or Financial Statement;

v. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future;

vi. Information on subsidiary, associate and joint venture companies.

35. APPRECIATIONS AND ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.

For and on Behalf of the Board of Directors of
SAHARA MARITIME LIMITED

Place: Mumbai

Date: 4^th September 2024

Sd/-

SOHRAB RUSTOM SAYED
MANAGING DIRECTOR
DIN:01271901