Directors Report of Uniroyal Marine Exports Ltd.

Mar 31, 2025

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 Company''s financial performance for the financial year ended March 31, 2025, is as
follows:

[Amount in Rs (Lakhs)]

Particulars	For the year ended	For the year ended
	31.03.2025	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 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 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 Company''s 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 Company''s 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 sub¬
committees 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 Company''s 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
Board''s 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 Auditor''s 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. 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.

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 Company''s paid-up capital does not exceed Rupees ten crore
and the Company''s 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, 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 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

---

Mar 31, 2024

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)]

Particulars	As at the end of	As at the end of
	current reporting period	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	(4.27)	(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

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;

S. N o	Name of Directors	Number of Meetings attended/Total Meetings held during the Financial year 2023¬ 24
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. 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

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Mar 31, 2015

Dear Members,

The Directors are delighted to present the Twenty Third Annual Report and Audited Accounts for the financial year ended March 31, 2015

RESULTS OF OPERATION

Rs. in Lakh

2014-15 2013-14

Operating Revenue 3837.30 3672.14

Profit/(Loss) before tax (168.93) (88.90)

Profit/(Loss) after tax (168.93) (88.90)

OPERATION ANALYSIS

The financial year 2014-2015 was a challenging year for the Company. During the year under review the Company achieved gross sales of Rs. 38.37 crores as against Rs. 36.72 crores in the previous year showing an increase of 4.5%.

The Company's profitability was adversely affected due to steep increase in the prices of raw materials and increased competition in seafood industry. The availability of sea caught raw material is so poor which is an important part of your Company's production.

The machineries of the Company were around 21 year old and almost obsolete. The freezing capacity of flow freezer has gone down by 50% of actual capacity. So we were not able to produce even 3 tons per day which was 5-6 tons per day before. Consequently the number of containers exported reduced gradually to 45-50 per year compared to 100-108 containers at the earlier periods.

Due to the above reasons as a part of capacity expansion plan the management has decided to purchase an advanced cooking and freezing line and during the end of the financial year the machine worth of Rs. 3 Crores was installed and successfully commissioned at the factory. The new machine has the capacity to process big size value added shrimps which can enhance the competitiveness of the company. New machine is suitable to process cultured shrimps as an alternate source of raw material. With the installation of new machineries having a production capacity of 1000 Kg per hour the Company is expecting a significant increase in the production capacity and export turnover.

Your Company is confident that it will be able to establish its name in the market in the years to come with the growing demand for Indian seafood products across the world and the expanded production capacity of the Company.

DIVIDEND

Due to the inadequacy of profits your directors regret their inability to recommend any dividend for the year.

PARTICULARS OF EMPLOYEES

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year, Mr. V T John and Mr. Varghese Thomas ceased to be the directors of the Company. The Board of Directors wishes to place on record its appreciation for the valuable services rendered by Mr. V T John and Mr. Varghese Thomas during their tenure as directors ofthe Company.

Your directors place on record their sincere appreciation of the constructive contribution made by Mr.Thomas P Koshy, Chief Executive ofthe company.

The Board has as per the provisions of Section 161 of the Companies Act, 2013, appointed Ms. Nithya Alex, as Additional Director on the Board of the Company with effect from 07th February, 2015.

The Board has as per the provisions of Section 203 of the Companies Act, 2013, appointed Ms. Bindu Suresh, as Chief Financial Officer of the Company with effect from 30th September, 2014.

Mr. K C Thomas, Director, retire by rotation and being eligible has offers himself for re-appointment. The Composition of the Audit committee is disclosed in the corporate governance report for the purpose of Section 177(8) ofthe Companies Act, 2013.

During the year under review, the members approved the appointments of Mr. Iype Mathew and Mr. Nath Ram as Independent Directors who are not liable to retire by rotation. The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement.

The details of programmes for familiarisation of Independent Directors with the Company is put up on the website of the Company at the link: http://uniroyalmarine.com/wp-content/uploads/2015/03/FAMILIARIZATION- PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

AUDIT COMMITTEE

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) ofthe Companies Act, 2013, an extract ofthe annual return in the prescribed format is appended as

NUMBER OF MEETINGS OF THE BOARD

The Board met seven times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

BOARD EVALUATION

The performance evaluation of non independent directors are done by the Nomination and Remuneration Committee at its meeting held on 02.06.2015.

The performance evaluation of independent directors are done by the entire Board of Directors, excluding the director being evaluated at the Board Meeting held on 02.06.2015.

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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 ofthe Companies Act, 2013, adopted by the Board, is put up on the website of the Company at the link: http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for- Remuneration1.pdf

GENERAL

Your Directors 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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

4. Disclosure regarding remuneration or commission to Managing Director or the Whole-time Directors from subsidiaries not applicable since there is no subsidiaries.

5. There is no change in the nature of business.

6. 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.

7. Your Company does not have any subsidiaries, joint ventures and Associate companies.

8. It is not proposed to carry any amount to reserves.

9. There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year 2014-2015 and the date of this report.

Your Directors further state that the Company has in place an Anti Sexual Harassment Policy and has a committee for prevention of sexual harassment of women at work place. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND 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 3 to the Board's report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, 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;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2015 and of the profit of the Company for the year ended on that date;

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

iv. the Directors have prepared the annual accounts on a going concern basis.

v. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. 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.

RISK MANAGEMENT

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

AUDITORS

Statutory Auditors

M/s. Kuruvilla, & Indukumar, Chartered Accountants, Kochi, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the 25th Annual General Meeting, subject to the approval of shareholders.

The Auditors report for the year 2014-15 does not contain any qualification. However there is a matter of emphasis regarding non funding of gratuity plans. Due to financial constraints, the Company was not able to set apart and invest Gratuity Liability. Necessary action will be taken in this regard.

Auditors' certificate on corporate governance

As required by Clause 49 of the Listing Agreement, the auditors' certificate on corporate governance is enclosed as Annexure 4 to the Board's report.

Secretarial Auditor

Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company Secretaries, Cochin, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under.

Secretarial Audit Report

Secretarial Audit Report, issued by Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company Secretaries, Cochin, Secretarial Auditor in Form No. MR -3 forms part of this Board Report and is annexed herewith as Annexure 5.

While confirming that the company has complied with the provisions of applicable acts, rules, etc., the auditors made few observations. The Board's clarifications for the same are as follows.

Intimation of closure of trading window to stock exchanges: The closing of trading window has been intimated to stock exchanges properly and also published in the notice board of the Company. Action has been taken to intimate the trading window closing period to all specified persons individually.

Updation of registers: Few registers required to be maintained were not updated due to oversight. However action has been taken to update the registers.

Reporting under Listing agreement: Due to oversight the was a short delay in submitting few reports under listing agreement. Systems are established to monitor the reporting requirements to ensure the reports are being filed on time.

Proof of dispatch of notice of AGM: The Company has sent soft copy of annual reports to those shareholders who have submitted their email address. For all other shareholders physical copy of annual reports were sent. However for few shareholders the proof of sending annual report is not traceable. Action has been taken to ensure proper maintenance of record of sending annual report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. Your Directors also wish to thank all the employees for their co-operation.

For and on behalf of the Board of Directors

Kozhikode Iype Mathew 08-08-2015 Chairman (DIN - 01546555)

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Mar 31, 2014

Dear Member,

The Directors are delighted to present the Twenty Second Annual Report and Audited Accounts for the financial year ended March 31, 2014.

Results of Operation

Rs. in Lakh 2013-14 2012-13

Operating Revenue 3672.14 2909.38

Profit/Loss before tax (88.90) (74.67)

Profit/Loss after tax (88.90) (74.67)

OPERATION ANALYSIS

During the year under review the Company achieved gross sales of Rs. 36.72 crores in 2013-14 as against Rs. 29.09 crores in the previous year inspite of the challenging industrial scenario in the country showing an increase of 26%.

The Company''s profitability was adversely affected due to steep increase in the prices of raw materials and increased competition in seafood industry. Sea caught raw material availability is so poor and our Company is not able to procure even 20% of the material required to run the factory. So the Company has to depend up on cultured (farmed) shrimps from Andhra Pradesh and Karnataka to meet the market demand which involve more transportation cost and material cost. Our machines are so obsolete to produce value added products and yield is 10% less than the yields produced by the present sophisticated machines available in the market, so we face difficulties in competing with other seafood Companies which are using advanced technology for production.

The immediate need of the Company is to go for new production line to cope up with the present market scenario. Our Company management has decided to buy new sophisticated machines and ordered the same and expected to be installed by the end of this December.

Your Company is confident that it will be able to establish its name in the market in the years to come with the growing demand for Indian seafood products across the world.

ENERGY CONSERVATION MEASURES

Information on the conservation of energy which are required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules1988 are given below.

Particulars Energy Consumption during

A. Power and Consumption 2013-14 2012-13

1.Electricity

i) Purchased Units KWH 1850960 1873428

ii) Total Amount Rs. 10092017 10273754

iii) Rate per unit Rs. 5.45 5.48

2. Own Generation through Diesel Generator

i) Unit KWH 30422 70720

ii) Unit/Ltr. of Diesel Oil KWH 136 2.60

iii) Cost per Unit Rs. 11.41 18.88

B. Consumption per Unit of Production

a) Electricity KWH 2.12 1.70

b) Diesel Ltrs. 0.47 0.43

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration requiring disclosure under section 217 (2 A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

During the year, Mr. P Shrinivas resigned as member of the Board. The Board of Directors wishes to place on record its appreciation for the valuable services rendered by Mr. P Shrinivas during his tenure as director of the Company.

Your directors place on record their sincere appreciation of the constructive contribution made by Mr. Thomas P Koshy, Chief Executive Officer of the company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Iype Mathew, Mr. Nath Ram as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors not liable to retire by rotation to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) ofthe Company.

Mr. V T John & Mr. Varghese Thomas, Directors, retire by rotation and being eligible has offered themselves for re-appointment.

AUDITORS

M/s. Kuruvilla, & Indukumar Chartered Accountants, Kochi, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders.

The Auditors report for the year 2013-14 does not contain any qualification. However there is a matter of emphasis regarding non funding of gratuity plans. Due to financial constraints, the Company was not able to set apart and invest Gratuity Liability. Necessary action will be taken in this regard.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT.1956.

Your Directors confirm

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(2) that 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 as at March 31, 2014 and of the profit for the period ended March 31, 2014.

(3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) that the directors had prepared the Annual Accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the following reports are attached as Annexure to Directors'' Report:

(a) Management Discussion and Analysis.

(b) The Report on Corporate Governance of your Directors in the Company.

(c) Auditors'' Certificate on Compliance of the Corporate Governance.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. Your Directors also wish to thank all the employees for their co-operation.



For and on behalf of the Board of Directors

Kozhikode Iype Mathew 09-08-2014 Chairman

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Mar 31, 2012

The Directors are delighted to present the Twentieth Annual Report and Audited Accounts for the financial year ended March 31,2012.

Results of Operation

Rs. in Lakh

2011-12 2010-11

Operating Revenue 3482.45 2543.23

Profit before tax 144.42 50.70

Profit after tax 94.90 31.49

Operation Analysis

The financial year 2011-12 was a challenging year. The Global Economy, barely a year after recession, witnessed lower economic growth. The European economies stagnated and the US witnessed a down grade in its credit rating. Despite this constraints and challenging environment your company performed well and was able to write off the accumulated loss of Rs.93.68 lac and to transfer the balance profit of Rs. 1.22 lac to Reserves & Surplus. The highlight of our performance are as under.

- Revenue from operation increased by 36% to Rs.3482.45 lac.

- PBDIT increased by 85% to Rs. 169.28 lac.

- Net Profit increased by 201 % to Rs.94.90 lac.

- Earning per share increased from Re.0.49 to Rs. 1.46.

ENERGY CONSERVATION MEASURES

Information on the conservation of energy which is required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given below.

Unit Energy Consumption during

2011-12 2010-11

(A) Power and Consumption

1 .Electricity

i) Purchased Units KWH 2123680 1787335

ii) Total Amount Rs. 10990454 9390974

iii) Rate per unit Rs. 5.18 5.25

2. Own Generation through Diesel Generator

i) Unit KWH 49850 40156

ii)Unit/Ltr. of Diesel Oil KWH 2.57 2.51

iii) Cost per Unit Rs. 18.81 17.77

(B) Consumption per Unit of Production

a) Electricity KWH 1.66 1.30

b) Diesel Ltrs. 0.39 0.33



FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Foreign Exchange earned during the year (on FOB basis) -Rs.3009Lac

ii) Foreign Exchange outgo -Rs.l7.97Lac

PARTICULARS OF EMPLOYEES

There were no employees drawing salary exceeding Rs. 2.00 lakh per month or Rs. 24.00 lakh per annum and therefore, no information is required to be furnished as per Sec. 217(2A) Companies Act, 1956.

DIRECTORS

Your directors place on record their sincere appreciation of the constructive contribution made by Shri.Thomas P Koshy, Chief Executive Officer of the company.

In terms of Article 95 of the Articles of Association, Shri. V.T. John and Shri. Varghese Thomas will be retiring at the end of the ensuing Annual General Meeting. They are eligible and offer themselves for re-appointment.

AUDITORS '-

M/s Sudhir & Kuruvilla, Chartered Accountants, Kochi, were appointed as Auditors of the Company till the conclusion of this Annual General Meeting. They are eligible for re-appointment.

Qualification in Auditor's Report regarding non funding of gratuity plans. Due to financial constraints, the company has not able to set apart and invest Gratuity Liability, necessary action will be taken in the next year.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT.1956.

Your Directors confirm:

(1)that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(2) that 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 as at March 31, 2012 and of the profit for the period ended March 31,2012.

(3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) that the directors had prepared the Annual Accounts on a going concern basis.

Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement the following reports are attached as annexure

(a) Management Discussion and Analysis

(b) The Report on Corporate Governance of your Directors in the Company

(c) Auditors' Certificate on Compliance of the Corporate Governance

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. The Directors also acknowledge the contribution made by employees at all levels.

For and on behalf of the Board of Directors Iype Mathew

Kozhikode Chairman

13-08-2012

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Mar 31, 2010

The Directors are pleased to present the 18th Annual Report on the business and operations of the company together with the Audited Accounts for the year ended 31 st March, 2010.

Financial Results.

Rs, in lakhs

2009-2010 2008-2009

Sales 1993.76 2709.69

Profit before tax 32.50 200.91

Profit after tax 22.08 115.20



On account of past accumulated loss, your Directors have not recommended any dividend.

Operation Analysis

In fiscal 2010, the global economic environment continued to be difficult, our Company could achieve a moderate turnover of Rs. 1993.76 lakh during the year. The Company has been able to earn a cash profit of Rs.85.96 lakh, and a net profit of Rs.22.08 lakh, after providing Rs.4.75 lakh towards Deferred Tax,Rs.5.20 lakh towards Income tax and Rs.53.93 lakh towards Depreciation. There is a decline in earning per share from Rs.1.77 in the previous year to Rs.0.34 in the current financial year.

ENERGY CONSERVATION MEASURES

Information on the conservation of energy which are required to be disclosed under section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rulesl 988 are given below.

Unit Energy Consumption during

2009-2010 2008-2009

(A) Power and Consumption

1. Electricity

i) Purchased Units KWH 2204436.00 2303961.00

ii) Total Amount Rs. 10700151.00 12826213.00

iii) Rate per unit Rs. 4.85 5.57

2. Own Generation through Diesel Generator

i) Unit KWH 31937.00 42156.00

ii) Unit per Ltr. of Diesel Oil KWH 2.80 2.63

iii) Cost per Unit Rs. 11.64 13.48

(B) Consumption per Unit of Production

a) Electricity KWH 2.29 1.52

b) Diesel Ltrs. 0.41 0.49



FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Foreign Exchange earned during the year (On FOB basis) - Rs. 157341091

ii) Foreign Exchange Outgo - Rs. 848691



PARTICULARS OF EMPLOYEES

There were no employees drawing salary exceeding Rs. 2.00 lakh per month or Rs.24.00 lakh per annum and therefore, no information is required to be furnished as per Sec. 217(2A) of the Companies Act, 1956.

DIRECTORS

Your directors place on record their sincere appreciation for the constructive contribution made by Shri. Anush K Thomas, Managing Director and Shri. Thomas P Koshy, Chief Executive of the company.

In terms of Article 95 of the Articles of Association, Shri. V.Mohanlal and Shri.K.C.Thomas will be retiring at the end of the ensuing Annual General Meeting. They are eligible and offer themselves for re-appointment.

AUDITORS

M/s Sudhir & Kuruvilla, Chartered Accountants, Kochi, were appointed as Auditors of the Company till the conclusion of this Annual General Meeting. They are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA^ OF THE COMPANIES ACT. 1956.

Your Directors confirm:

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(2) that 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 as at 31st March, 2010 and of the profit for the period ended 31st March, 2010.

(3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) that the directors had prepared the Annual Accounts on a going concern basis.

Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement (a) Management Discussion and Analysis (b) The Report on Corporate Governance of your Directors in the Company (c) Auditors certificate on compliance of the Corporate Governance are given as Annexure to the Directors Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. The Directors also acknowledge the contribution made by employees at all level.

For and on behalf of the Board of Directors

Kozhikode, lype Mathew 26-07-2010 Chairman