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 Company's financial performance for the financial year ended March 31, 2024:

[Amount in Rs (Lakhs)]

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

Company's 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;

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. BOARD'S 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 Company's 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 arm's 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 doesn't 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 Board's 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 Board's 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.

For M/s UNIROYAL MARINE EXPORTS LTD

Sd/- Sd/-

ANUSH KALLUVILA THOMAS NITHYA ALEX

DIN: 01254212| Managing Director DIN: 02191256|Director

Place: Vengalam
Date: 11-06-2024