డైరెక్టర్ల నివేదిక Marine Electricals (India) Ltd.

Your directors are pleased to present the 19th Annual Report on business and operations of your Company together
with the Audited Financial Statements (standalone and consolidated) for the financial year ended 31st March, 2026 and
the report of the Auditors thereon.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Certain key aspects of your Company''s Financial''s performance on a Standalone and Consolidated basis during
the Financial Year ended 31st March, 2026 as compared to the previous Financial Year are summarized below: ¹

*Sublimit of Cash Credit, ^Sublimit of Bank Guarantee

Further the detailed Credit Rating Report issued by ICRA limited is available on company website
https://www.marineelectricals.com/credit-rating/ and also uploaded on the stock exchange on www.nse.com

4. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements
have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute
of Chartered Accountants of India [ICAI]. The Audited Consolidated Financial Statement together with Auditors''
Report forms part of the Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3)
of the Act, read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards
specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors''
Report thereon forms part of the Annual Report the Company.

The audited financial statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries, are available on Company''s website
https://www.marineelectricals.com/financial-results-and-outcome/. These documents will also be available for
inspection during working hours at the Registered Office of the Company.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures as per Rule 8 of
Company''s (Accounts) Rules, 2014, a report on the Financial performance of Subsidiaries, Associates and Joint
Venture Companies along with their contribution to the overall performance of the Company during the Financial
Year ended 31st March, 2026 is annexed to this Board''s report in form AOC 1.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have
occurred during the year under review.

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

(I) “Narhari Engineering Works”, a partnership firm, has been converted into a private limited company pursuant
to the applicable provisions of the Companies Act, 2013, and consequently, with effect from 22nd May, 2026,
the entity shall henceforth be known as “MEL HEAVY INDUSTRIES PRIVATE LIMITED”, after conversion the
said company become subsidiary of the Marine Electricals (India) Limited

(ii) The Company hereby informs that Mr. Mohan Rao (DIN: 02592294), have completed their Second term as an
Independent Directors of the Company and accordingly, ceased to be the Director of the Company with effect
from the close of business hours of May 29, 2026.

(iii) Pursuant to the approval granted by the Board of Directors in their meeting held on February 11, 2026,
regarding the divestment of 70% stake in MEL Shipyard Private Limited (formerly known as Xanatech
Synergies Private Limited) a wholly owned subsidiary of Marine Electricals (India) Limited.

MEL Shipyard Private Limited has completed the Said transaction and has transfer shares in the favour of Mr.
Vinay Uchil and Mr. Venkatesh Uchil. Consequent to the said transfer, the shareholding of Marine Electricals
(India) Limited in MEL Shipyard Private Limited has reduced, and accordingly, MEL Shipyard Private Limited
has ceased to be a wholly owned subsidiary of the Company and has become an Associate Company of
Marine Electricals (India) Limited with effect from 9th June, 2026..

(iv) The Company hereby informs the stock exchange on 7th July, 2026 a potential cybersecurity incident as part
of a widespread firewall attack. The incident has not impacted on the continuity of our business and
operations and there doesn''t appear to be any material impact on the Company''s operations. However, the
risk of data loss is considered remote, but cannot be completely eliminated.

(v) The Company hereby informs that Mr. Madan Gopal Pendse (DIN: 07650301), have completed their Second
term as an Independent Directors of the Company and accordingly, ceased to be the Director of the Company
with effect from the close of business hours on July 10, 2026.Mr. Shanmugam Nagarajan Appointed as
Additional Director - Non Executive Independent Director for a term of three (3) years w.e.f August 10, 2026,
not liable to retire by rotation subject to the approval of shareholders of the Company in general meeting.

7. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

There has been no change in the nature of business of your Company during the year under review.

8. DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 0.3 (15%) per equity share of Rs. 2/- each on
13,99,44,410 equity shares for the year ended 31st March, 2026, aggregating to Rs. 419.83 lakhs payable to those
Shareholders whose names appear in the Register of Members as on the Record Date.

9. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company has adopted
the Dividend Distribution Policy (‘the Policy''). The Policy is available on the Company''s website at
https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policv.pdf

10. TRANSFER TO RESERVES:

During year under review, no amount has been transferred to general reserves.

11. PREFERENTIAL ISSUE

Pursuant to the approval of the Board at its meeting held on 24th July, 2024 and approval of the members of the
Company at their Extraordinary General Meeting (‘EGM'') held on 17th August 2024, allotted of 52,79,160 Equity
Shares of face value of Rs. 2/- each on preferential basis at an Issue Price of Rs 205/- each, being a price not lower
than the minimum price determined in accordance with SEBI (ICDR) Regulation 2018, amounting to Rs.
108,22,27,800 to Non-Promoters allottees made on 10th September, 2024.

Pursuant to the approval of the Board at its meeting held on 24th July, 2024 and approval of the members of the
Company at their Extraordinary General Meeting (‘EGM'') held on 17th August 2024 allotted 20,00,000 Warrants
convertible into equal number of equity shares of face value of Rs. 2/- each on preferential basis at an Issue Price
of Rs. 205/- per warrant, being a price not lower than the minimum price determined in accordance with SEBI
(ICDR) Regulation 2018, to Promoter and Non-Promoters allottees as on [.]. on the receipt of 25% of the issue
price per warrant i.e. Rs. 51.25/- as upfront payment aggregating to Rs. 10,25,00,000/- for allotment of 20,00,000
Warrants convertible into equal number of equity shares of face value of Rs. 2/- each as per the terms of the issue.

Each Warrant, so allotted, is convertible into equal number of equity shares of face value of Rs. 2/- each of the
Company in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, subject to receipt of balance consideration of Rs. 153.75/- per warrant (being 75% of the issue price per
warrant) from the allottees to exercise conversion option against each such warrant.

During the Financial Year 2025-26, all the outstanding warrants were converted into equity shares. Upon receipt of
the balance 75% of the issue price from the allottees, the Company allotted 20,00,000 equity shares as detailed
below:

According to the SEBI ICDR regulations company has appointed ICRA as a monitoring agency to monitor the
utilize the funds as mentioned in the offer documents accordingly company in compliance of SEBI LODR
regulations upload the quarterly monitoring agency report to the stock exchange.

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as
stated in the offer documents.

12 SHARE CAPITAL AND CHANGES IN IT:• Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 30,00,00,000.00/- (Rupees Thirty Crores Only) divided
into 15,00,00,000 (Fifteen Crores Only) equity shares of Rs. 2/- (Rupees Two Only) each. There has been no
change in the Authorized Share Capital of the Company during the financial year.

• Issued and Paid Up Share Capital:

Consequent to the approval by the Board of Directors in its meeting dated 24th July 2024 and subsequent
approval by the Shareholders by Special Resolution in the Extraordinary General Meeting dated 17th August
2024, the Board, on 10th September 2024 has allotted allotment of 52,79,160 Equity Shares of face value of
Rs. 2/- each on preferential basis at an Issue Price of Rs.205/- each, being a price not lower than the minimum
price determined in accordance with SEBI (ICDR) Regulation 2018.

Allotment of 20,00,000 Warrants convertible into equal number of equity shares of face value of Rs. 2/- each
on preferential basis at an Issue Price of Rs. 205/- per warrant, being a price not lower than the minimum price
determined in accordance with SEBI (ICDR) Regulation 2018, to Promoter and Non-Promoters allottees.

During the Financial Year 2025-26, all the outstanding warrants were converted into equity shares. Upon
receipt of the balance 75% of the issue price from the allottees, the Company allotted 20,00,000 equity
shares.

As on the date of the this Report, the paid up, issued and subscribed capital of the Company stands increased
to Rs. 27,98,88,820 /- (Twenty Seven Crore Ninety Eight Lacs Eighty Eight Thousand Eight Hundred Twenty
only) comprising of 13,99,44,410 (Thirteen Crore Ninety Nine Lacs Forty Four Thousand Four Hundred Ten
Only) equity shares of Rs. 2/- (Rupees Two Only) each.

The Company has not issued shares with differential voting rights or sweat equity shares.

13. DETAILS OF COMPANY’S HOLDING, SUBSIDIARY, ASSOCIATE & JOINT VENTURE:

The Company does not have any holding company.

The Company is having 9 (Nine) subsidiaries including step down subsidiary. The details of Subsidiary, Associate
& Joint Venture are as follows:

A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1, is
annexed to this report as Annexure A.

13.1 Domestic Subsidiaries

The Company has 5 (Five) Indian Subsidiaries i.e. Eltech Engineers Madras Private Limited (CIN:
U29142TN1996PTC036500), Evigo Charge Private Ltd (formally known as Evigo Charging Consultants
Private Ltd) (CIN No. U74999MH2018PTC317824), MEL Shipyard Private Limited (Formerly known as
Xanatech Synergies Private Limited) (CIN No. U62013MH2024PTC417888), Marks Marine Radio Private
Limited, and Premalata Foundation (Section 8 Company).

13.2 Foreign subsidiaries

The Company has 4 (four) foreign subsidiaries including 1 (one) step down subsidiary i.e MEL Powers FZC
located in UAE, Xanatos Marine Ltd, located in Kelowna, British Columbia, Canada and STI Company SRL
located in Italy and MEL Power Systems PTE LTD.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website
https://www.marineelectricals.com/images/policies/Policy-on-Material-Subsidiaries.pdf

13.3 Associate Company

The company doesn''t have any associate company as on 31st March 2026,

However As approved by the Board of Directors at its meeting held on 12 February 2025, the Company, on 12
May 2025, completed the acquisition of an additional 10% equity shares of Marks Marine Radio Private
Limited (“MMRPL”) for a consideration of ?50 lakhs, thereby increasing its stake in MMRPL from 49.25% to
59.20%. Consequent to the acquisition, MMRPL became a subsidiary of the Company.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Regulations) LODR, 2015 and
amendments thereto the Management Discussion and Analysis Report forms part of this Annual Report
which gives a detailed information of state of affairs of the operations of the Company and its subsidiaries.

15. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the
certificate from a Practicing Company Secretary Mr. Jigar Kumar Gandhi, partner of JNG & Co., LLP,
Company Secretaries (L2024MH017500) certifying compliance with conditions of Corporate Governance, is
annexed to this Annual Report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

16.1 Board of Directors

a) Composition

The Board of Directors of the Company, at present, comprises 9 Directors, who have wide and varied
experience in different disciplines of corporate functioning. The present composition of the Board
consists of One Chairman and Executive Director, One Managing Director, One Executive Director, One
Non-executive Non-Independent Director and five Non-Executive Independent Director (including 1

Woman Non-Executive Independent Director).The constitution of the Board of Directors of the
Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, as amended from time to time.

The details are as below: -

(@) Mr. Shanmugam Nagarajan Appointed as Additional Director - Non Executive Independent
Director for a term of three (3) years w.e.f August 10, 2026, not liable to retire by rotation subject to the
approval of shareholders of the Company in general meeting.

(*) Mr. Madan Gopal Pendse (DIN: 07650301), have completed their Second term as an Independent
Directors of the Company and accordingly, ceased to be the Director of the Company with effect from
the close of business hours on July 10, 2026

(**) Mr. Mohan Rao (DIN: 02592294), have completed their Second term as an Independent
Directors of the Company and accordingly, ceased to be the Director of the Company with effect
from the close of business hours of May 29, 2026.

b) Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made
thereunder, at least two-thirds of the total number of directors (excluding independent directors) shall be
liable to retire by rotation. Accordingly, Mr Venkatesh Uchil (DIN: 01282671), being the longest in the
office amongst the directors is liable to retire by rotation at the ensuing Annual General Meeting of the
Company and, being eligible, have offered her candidature for re-appointment.

Brief details of Mr. Venkatesh Uchil, Managing Director, who is seeking re-appointment is given in the
notice of annual general meeting.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial
Standards on General Meeting (''SS-2'') are given in the Notice of this AGM, forming part of the Annual
Report.

c) Independent Directors

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Madan Pendse, Mr. Vikas Jaywant,
Mr. Nikunj Mishra, Mr. Mohan Rao & Mrs. Venkata Archana Rajagopalan are the Independent Directors
of the Company as on 31st March 2026.

Also Note:

• Mr. Shanmugam Nagarajan Appointed as Additional Director - Non Executive Independent Director
for a term of three (3) years w.e.f August 10, 2026, not liable to retire by rotation subject to the
approval of shareholders of the Company in general meeting.

• Mr. Madan Gopal Pendse (DIN: 07650301), have completed their Second term as an Independent
Directors of the Company and accordingly, ceased to be the Director of the Company with effect from
the close of business hours on July 10, 2026

• Mr. Mohan Rao (DIN: 02592294), have completed their Second term as an Independent Directors of
the Company and accordingly, ceased to be the Director of the Company with effect from the close of
business hours of May 29, 2026.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the
Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with
Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the
Code of Conduct of the Company as applicable to the Board of directors and Senior Managers.In terms
of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgement and
without any external influence. The Company has received confirmation from all the Independent
Directors of their registration on the Independent Directors Database maintained by the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience
and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the
Rules made thereunder and are independent of the management.

Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP) of the Company, at present, comprises of Managing Director,
Chairman & Executive Director, Chief Financial officer and Company Secretary.

The details are as below: -

17. BOARD MEETINGS:

The Board met Four (4) times during the financial year 2025-26 viz 27.05.2025; 12.08.2025; 03.11.2025;
11.02.2026. The necessary quorum was present for all the board meetings. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013. The meeting details are provided in the
Corporate Governance Report, forming part of this Annual Report.

18. BOARD AND SUB-COMMITTEES:

As on March 31,2026, the following are committees:

• Audit Committee,

• Nomination and Remuneration Committee,

• Stakeholders'' Relationship Committee,

• Corporate Social Responsibility Committee

• Risk Management Committee and

• General purpose Committee.

Detail report on composition of Committees, term of reference of the committee, number of meetings held during
the year and the changes in the composition during the year are provided in Corporate Governance Report
forming part of this Annual Report.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has conducted familiarization programmes for the Independent Directors of the Company covering
the matters as specified in Regulation 25(7) of the Listing Regulations. The details of the Familiarization Programme
undertaken by the Company during the FY 2025-26 is mentioned in the Corporate Governance Report which is part
of this Annual Report and is also available on the website of the Company at:
https://www.marineelectricals.com/disclosure-reports/

20. PARTICULARS OF REMUNERATION

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule
5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure B to this Report.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the
Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence
as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued there under,
as well as SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

22. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of
the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key
Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the
mechanism for performance evaluation of the Directors and the said Policy was amended from time to time and may
be accessed on the Company''s website at the following link at
https://www.marineelectricals.com/images/policies/Nomination-n-Remuneration.pdf

23. ANNUAL EVALUATION AND PERFORMANCE OF THE BOARD:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in
accordance with the provisions of the Act and the SEBI Listing Regulations. The Board evaluated its performance
after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the
contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors held on 23rd March 2026 and 31st March, 2026 the performance of
Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman
of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The
Board also assessed the quality, quantity and timeliness of flow of information between the Company management
and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above
evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was
done by the entire Board, excluding the Independent Director being evaluated.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section 5 of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2026 the applicable
accounting standards had been followed along with proper explanation relating to material departures.

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
as on 31st March, 2026 and of the profit of the company for that period;

c) the directors had 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.

d) the directors had prepared the annual accounts for Financial Year ended 31st March, 2026 on a going concern
basis; and

e) 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, the details in respect of adequacy of internal financial controls
with reference to the Financial Statements, have been mentioned subsequently in this report.

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.

25. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the Listing Regulations, a certificate has been received from JNG & CO. LLP, Practicing
Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as
Director. The same is annexed herewith as Annexure C.

26. RELATED PARTY TRANSACTIONS:

The related party transactions that were entered into by the Company during the financial year 2025-26, were on
arm''s length basis. Further, no material related party transactions were entered into by the Company during the
financial year 2025-26. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2
is given in Annexure D forming part of this Report.

There have been no materially significant related party transactions entered into by the Company which may
conflict with the interests of the Company at large.

The details of the transaction with related parties during FY 2025-26 are provided in the accompanying financial
statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved
by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company
and can be accessed through the following link:https://www.marineelectricals.com/images/policies/Policy-on-
Materialitv-of-Related-Partv-Transaction-and-Dealing-with-Related-Parties.pdf.

27. RISK MANAGEMENT:

The Company has formed Risk Management Committee and also laid down the procedures to inform the Board
about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to
ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the
Company''s business and document their process of risk identification, risk minimization, risk optimization as a part
of a risk management policy strategy. At present there is no identifiable risk which, in the opinion of the Board may
threaten the existence of the Company. The details of composition and terms of reference and meetings of the Risk
Management Committee are provided in Corporate Governance Report forming part of this Annual Report

Policy relating to Risk Management can be accessed on company''s website viz:

https://www.marineelectricals.com/images/policies/Risk-Management-Policy-under-New-Companies-Act-

GIL.pdf

28. VIGIL MECHANISM:

- Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the
potential risk of fraud, corruption and unethical behavior that could adversely impact the Company''s business
operations, performance and reputation, Marine Electricals (India) Limited has emphasized even more on
addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in
compliance with the provisions of Section 177(10) of the Act and Listing Regulations, is in place. The details of the
Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the
Company at https://www.marineelectricals.com/images/policies/Vigil-Mechanism-Policy.pdf

During the year, no personnel of the Company was denied access to the Audit Committee and no complaints were
received.

-Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company
has adopted a Revised Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the
Company''s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their
relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the “unpublished price sensitive information” are available with them.

The Insider Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in
Company''s shares by the Directors and the designated employees while in possession of unpublished price

sensitive information in relation to the Company and during the period when the Trading Window is closed. The
policy on Code of Conduct for Prevention of Insider Trading Regulations, 2015 is available on the website of the
Company at: https://www.marineelectricals.com/images/policies/Policy-on-Code-of-Conduct-for-Prevention-of-
Insider-Trading.pdf

29. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with Section 133 and other applicable provisions,
if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and
uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and
estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and
policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies,
safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of
reliable financial information etc. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Control

As per Section 134(5)(e) of the Companies Act, 2013, Internal Financial Control means the policies and
procedures adopted by the Company for ensuring:

- accuracy and completeness of the accounting records

- safeguarding of its assets, prevention and detection of fraud and error

- orderly and efficient conduct of business operations including adherence to the company''s policies

- timely preparation of reliable financial information

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial
controls over financial reporting, and the reviews performed by management and the Audit Committee, the Board
is of the opinion that the Company''s internal financial controls was adequate and operating effectively as on March
31,2026. During the year under review, no material or serious observation has been observed for inefficiency or
inadequacy of such controls.

30. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and
outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is
appended as Annexure E to this Report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

During the reporting period, your Company has not granted any Loans, Guarantees, Investments and Security in
violation of Section 186 and Section 185 of the Companies Act, 2013 and rules made thereunder. The details of
loans granted, and investments made during the year under review, covered under the provisions of Section 186 of
the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.

32. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Returns of the Company as on March 31, 2026
prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the
weblink: https://www.marineelectricals.com/annual-report.html

33. AUDITORS AND REPORTS:A. Statutory Auditors

The statutory auditor Saini Pati Shah & Co LLP (Formerly known as SGJ & Co), Chartered Accountants
registered with the Institute of Chartered Accountants of India vide registration number 137904W / W100622
were reappointed as Statutory Auditors for a period of 5 years in the AGM held on 26th September 2023.

The auditor''s report includes an Emphasis of Matter section for certain matters, which are self-explanatory in
nature.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the
Company, in audit report for the financial year ended 31st March, 2026.

B. Internal Auditor

The Board of Directors at its meeting held on 27th May, 2026 had appointed IRA & Associates (Formerly
known as SMSD & Co), Chartered Accountants as Internal Auditor for Financial Year 2026-27. The audit
observations placed in the Internal Audit Report by the Internal Auditors were duly noted by the management
and corrective actions thereon are periodically presented to the Audit Committee and Board of Directors of
the Company. The Board of Directors in its Board Meeting held on 27th May, 2026 based on the
recommendation of the Audit Committee re-appointed IRA & Associates, Chartered Accountants (formerly
known as M/s. SMSD & Co, Chartered Accountants) to carry out the Internal Audit of the Company for the
Financial Year 2026-27.

C. Secretarial Auditor

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with
its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

Further, In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and
applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for
a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of
Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other
applicable provisions of the SEBI Listing Regulations.

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable
provisions, if any, the The Secretarial auditor M/s. R. Bhandari & Co., Practicing Company Secretaries in
Whole-time Practice registered with the Institute of Company Secretaries of India were appointed as
Secretarial Auditors for a period of 5 years in the AGM held on 29th September 2025.

The Secretarial Audit Report for the financial year ended 31st March, 2026 are annexed as Annexure F to this
Report. As per the report, Company has complied with all the provisions of the Act, Rules, Regulations,
Guidelines, Standards during the financial year 2025-26 and the Secretarial Audit Report does not contain
any qualifications, reservations, adverse remarks and disclaimer.

D. Cost Auditor

The Board of Directors, on the recommendation made by the Audit Committee, appointed Joshi Apte &
Associates, as the Cost Auditors of the Company to conduct the audit of cost records of applicable products
for the financial year 2026-27 at a remuneration of ? 1,25,000 plus applicable taxes and reimbursement of
out-of-pocket expenses at actuals. Joshi Apte & Associates, being eligible, have consented to act as the Cost
Auditors of the Company for the financial year 2026-27 and have confirmed that they are not disqualified from
being appointed.

The resolution for ratification of the proposed remuneration payable to Joshi Apte & Associates to audit the
cost records of the Company for the financial year ending 31st March 2027, is being placed for the approval of
the shareholders of the Company at the ensuing 19th Annual General Meeting.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No significant and material orders have been passed by any regulator or courts or tribunals which shall impact the
going concern status and operations of your Company in future. There are few matters that were kept as matter of
emphasis and it is self-explanatory in the auditor''s report itself and hence no further comment is invited.

Further as required there are legal matters which required stock exchange disclosure based on materiality is
already disclose to the stock exchange and some matters are also disclose as matter of emphasis and it is self
explanatory as mentioned in the auditors report.

35. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year under review are set out in Annexure G of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Members are hereby infomed that the company has incorporated a wholly owned subsidiary of Marine
Electricals (India) Limited, named “Premalata Foundation”, a public limited company limited by shares
under section 8 of the companies Act 2013 w.e.f 27th October 2025.The CSR policy is available on
company''s website viz:

https://www.marineelectricals.com/imaees/policies/Corporate-Social-Responsibilitv-Policv-CSR.pdf.

The CSR obligation of the Company for FY 2025-2026 is Rs. 77.76/- lakhs. As on 31st March 2026, the total
amount spent on CSR activities by Company is Rs. 80.80 lakhs.

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in
the manner approved by the Board for Fy2026.

36. REPORTING OF FRAUDS:

There is no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

37. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:

The Company has not accepted any deposits from public during the year under review, and as such, no amount of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.

38. HUMAN RESOURCES:

The industrial relations at the manufacturing facilities of your Company have been cordial during the year.
Employees are considered to be team members being one of the most critical resources in the business which
maximize the effectiveness of the organization. Human resources build the enterprise and the sense of belonging
would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices
and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby
enhancing the contributory value of the Human Resources.

39. EMPLOYEES STOCK OPTION SCHEME:

Your company has not granted any Employee Stock Options during the year under review.

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

The Company has devised a sound Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013 with the proper
composition of members. The policy on Policy on Prevention of Sexual Harassment At Workplace is available on
the website of the Company https://www.marineelectricals.com/images/policies/Sexual-Harrassment-Policy.pdf

The Company is committed to provide a safe and conducive work environment to its employees. Your Directors
further state that, during the year under review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints
during the year.

41. DISCLOSURE IN ACCORDANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

In accordance with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, the
Company is committed to providing all benefits and protection as mandated under the Act to its eligible women
employees.

The Company has adopted policies to ensure that all eligible women employees are granted maternity leave and
other related benefits as per the statutory provisions. The Company also strives to provide a safe, supportive and
inclusive work environment for women employees during and after their maternity period.

During the year under review, the Company has complied with all applicable provisions of the Maternity Benefit
Act, 1961. No complaints or concerns relating to maternity benefit non-compliance were reported during the
financial year.

The Board of Directors remains committed to upholding the rights and welfare of its women employees in
compliance with the applicable laws and best practices.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.

There was no application made against the company or no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.

43. COMPLIANCE OF THE SECRETARIAL STANDARDS:

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.

44. INVESTOR EDUCATION AND PROTECTION FUND

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013,
dividends that remain unpaid/unclaimed for a period of seven years, needs to be transferred to the account
administered by the Central Government viz: “Investor Education and Protection Fund”.

During the year there were no transfers to IEPF.

45. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the SEBI (Listing Regulations) LODR, 2015 and amendments
thereto the Business Responsibility & Sustainability Report forms part of this Annual Report
and the same is also available on the Company''s website at https://www.marineelectricals.com/

46. ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and
other business constituents during the year under review. Your Directors also wish to place on record their deep
sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful
performance of the Company during the year.

On behalf of the board of directorsSd/- Sd/-Mr. Vinay K. Uchil Mr. Venkatesh K. UchilChairman and Executive Director Managing DirectorDIN: 01276871 DIN: 01282671Date: 14^th August, 2026
Place: Mumbai

1

Previous year/period ended figures have been regrouped/rearranged/reclassified wherever necessary to make it
comparable.

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS
Operating Results and Profits

The commitment of the Company to cater to the aspirations of its valued customers, sustained efforts in creating
the right teams and culture and embedding innovation, technology and sustainability at the core of its business has
resulted in your Company achieving an improved financial performance through better volumes, improved product
mix and cost savings.

Standalone: The standalone revenue of your Company for the year is Rs. 74,693.71 Lakhs as against Rs.
70,058.40 Lakhs in the previous financial year. Total exports revenue was Rs.4,761.45 Lakhs as against. Rs.
8,101.15 Lakhs in the previous year.

The standalone net profit for the year increased by 28.88% to Rs.5,287.03 Lakhs as against Rs. 4,102.34 Lakhs in
the previous financial year.

Consolidated: Consolidated: The Consolidated revenue of your Company for the year is Rs. 87,693.51 as
against Rs. 76,709.53 Lakhs in the previous financial year. The Consolidated net profit for the year is Rs. 5,861.91
as against Rs. 3,811.25 Lakhs in previous year.

3. FINANCE AND CREDIT RATINGS:

The ratings factor in the Company''s healthy order book position which provides adequate revenue visibility in the
near term. The ratings continue to draw comfort from company''s established position and track record of providing
integrated electrical solutions to the marine and industry sectors. The Company has maintained sufficient liquidity
at all times.

Your Directors are pleased to present the 17^th Annual Report on business and operations of your Company together with the Audited Financial Statements (standalone and consolidated) for the financial year ended 31^st March, 2024 and the report of the Auditors thereon.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Certain key aspects of your Company''s Financial''s performance on a Standalone and Consolidated basis during the Financial Year ended 31^st March, 2024 as compared to the previous Financial Year are summarized below:

*Previous year/period ended figures have been regrouped/rearranged/reclassified wherever necessary to make it comparable.

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS Operating Results and Profits

The commitment of the Company to cater to the aspirations of its valued customers, sustained efforts in creating the right teams and culture and embedding innovationn, technology and sustainability at the core of its business has resulted in your Company achieving an improved financial performance through better volumes, improved product mix and cost savings.

Standalone: The standalone revenue of your Company for the year is Rs. 53,372.69 Lakhs as against Rs 39,127.13 Lakhs in the previous financial year. Total exports revenue was Rs. 3,851.28 Lakhs as against. Rs. 5,038.73 Lakhs in the previous year.

The standalone net profit for the year increased by 45.35% to Rs. 2,835.22 Lakhs as against Rs. 1,950.62 Lakhs in the previous financial year.

Consolidated: The Consolidated revenue of your Company for the year is Rs. 62,212.07 as against Rs. 44,285.44 Lakhs in the previous financial year. The Consolidated net profit for the year is Rs. 2,576.33 as against Rs. 1,680.08 Lakhs in previous year

3. FINANCE AND CREDIT RATINGS:

The ratings factor in the Company''s healthy order book position which provides adequate revenue visibility in the near term. The ratings continue to draw comfort from company''s established position and track record of providing integrated electrical solutions to the marine and industry sectors. The Company has maintained sufficient liquidity at all times to navigate the impact of external challenges. For long term ratings - “ICRA BBB” with “Stable” outlook; reaffirmed. For the Short ratings -“ICRA A3 ”; reaffirmed. The Stable outlook on ICRA BBB rating reflects that the company will continue to benefit from its established position in the industry as well as its healthy order book position.

4. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India [ICAI]. The Audited Consolidated Financial Statement together with Auditors'' Report forms part of the Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors'' Report thereon forms part of the Annual Report the Company.

The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company''s website https://www.marineelectricals.com/financial-results-outcome.html. These documents will also be available for inspection during working hours at the Registered Office of the Company.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures as per Rule 8 of Company''s (Accounts) Rules, 2014, a report on the Financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended 31st March, 2024 is annexed to this Board''s report in form AOC 1.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have occurred during the year under review.

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

The Company has proposed in its board meeting dated 24th July, 2024 to undertake an issue of 84,27,500 Equity Shares of Rs. 2/- each and 20,00,000 convertible warrants carrying an entitlement to subscribe to an equivalent number of equity shares of Rs. 2/- each to be issued through preferential issue to Promoters group ("Identified Persons") and non promoter group aggregating to INR 213,76,37,500/- ( at a price of Rs. 205 including face value of Rs. 2 per equity shares) ("Preferential Issue”/ “Offer”) as per compliance with companies act 2013 and SEBI ICDR regulations and subject to the approval of shareholders in the forthcoming extra ordinary general meeting to be held on 17th August, 2024.

7. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

There has been no change in the nature of business of your Company during the year under review.

8. DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 0.20 (10%) per equity share of Rs. 2/- each on 13,26,65,250 equity shares for the year ended 31st March, 2024, aggregating to Rs. 265.33 lakhs payable to those Shareholders whose names appear in the Register of Members as on the Record Date.

9. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company has adopted the Dividend Distribution Policy (‘the Policy''). The Policy is available on the Company''s website at https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policy.pdf

10. TRANSFER TO RESERVES:

During year under review, no amount has been transferred to general reserves.

11. PREFERENTIAL ISSUE

Pursuant to the approval of the Board at its meeting held on 22nd August, 2022 and approval of the members of the Company at their Annual General Meeting (‘AGM'') held on 19th September. 2022, upon receipt of 25% of the issue price per warrant (i.e. Rs. 7.3125 per warrant) as upfront payment (“Warrant Subscription Price”), the Company on 30th September, 2022 has allotted 1,00,00,000 (One Crore) warrants, on preferential basis to the Promoter/Promoter Group of the Company and certain identified non-promoter persons/entity, at a price of Rs. 29.25 each payable in cash (“Warrant Issue Price”). Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of Rs. 2 (Rupee Two only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of Rs. 21.9375 per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants. Last year, the Company already made an allotment of 36,50,000 Equity shares to allottees on receipt of a balance of 75% of the issue price from the three allottees.

Further, during the year under review, the Company has received the balance 75% of the issue price from rest of allottees and made an allotment of total of 63,50,000 Equity shares the details are as under.

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the AGM dated 19th September, 2022.

12. SHARE CAPITAL AND CHANGES IN IT:

• Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 15,00,00,000 (Fifteen Crores Only) equity shares of Rs. 2/- (Rupees Two Only) each. There has been no change in the Authorized Share Capital of the Company during the financial year.

• Issued and Paid Up Share Capital:

Consequent to the approval by the Board of Directors in its meeting dated 22 August 2022 and subsequent approval by the Shareholders by Special Resolution in the Annual General Meeting dated 19 September 2022, the Board, on 30 September 2022 has allotted 1,00,00,000 Convertible Warrants carrying an entitlement to subscribe to an equivalent number of equity shares of face value of Rs 2 each at price of Rs 29.25 per warrant (including premium of Rs 27.25 per warrant), being price not lower than the minimum price calculated in accordance with the Regulations for Preferential Issue in Chapter V of SEBI (ICDR) Regulations, 2018 to the Promoters and Non-Promoters allotees. Each warrant is convertible into one equity share within a period of 18 months from the date of allotment at the option of warrant holder. As per the terms of allotment, the Company has received subscription money equivalent to 25% of the issue price and the balance 75% shall be paid by the warrant holder at the time of allotment of equity shares pursuant to exercise of option.

During the year under review, the Company has received the balance 75% of the issue price from rest of allottees and made an allotment of total of 63,50,000 Equity shares upon on conversion of Warrants held by them.

The Company has received Listing and Trading Approval for 63,50,000 Equity shares from National Stock Exchange of India.

As on the date of the this Report, the paid up, issued and subscribed capital of the Company stands increased to Rs. 26,53,30,500 /- (Twenty Six Crore Fifty Three Lacs Thirty Thousand Five Hundred only) comprising of 13,26,65,250 (Thirteen Crore Twenty Six Lacs Sixty Five Thousand Two Fifty Only) equity shares of Rs. 2/-(Rupees Two Only) each.

The Company has not issued shares with differential voting rights or sweat equity shares.

13 DETAILS OF COMPANY’S HOLDING, SUBSIDIARY, ASSOCIATE & JOINT VENTURE

The Company is having 6 (Six) subsidiaries including step down subsidiary and 2 associate company. The details of Subsidiary, Associate & Joint Venture are as follows:

A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1, is annexed to this report as Annexure A.

13.1 Domestic Subsidiaries

The Company has 3 (Three) Indian Subsidiaries i.e. Eltech Engineers Madras Private Limited (CIN: U29142TN1996PTC036500), Evigo Charge Private Ltd (formally known as Evigo Charging Consultants Private Ltd )(CIN No. U74999MH2018PTC317824),Xanatech Synergies Private Limited (CIN No. U62013MH2024PTC417888) and M/s. Narahari Engineering Works (Partnership Firm)

During the period under review Xanatech Synergies Private Limited was incorporated as a subsidiary company cum joint venture company w.e.f 22nd January, 2024.

13.2 Foreign subsidiaries

The Company has 3 (three) foreign subsidiaries including 1 (one) step down subsidiary i.e MEL Powers FZC located in UAE, Xanatos Marine Ltd, located in Kelowna, British Columbia, Canada and STI Company SRL located in Italy.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website https://www.marineelectricals.com/images/policies/Policy-on-Material-Subsidiaries.pdf

13.3 Associate Company

The Company has two associate company i.e Marks Marine Radio Private Limited (CIN: U51909MH1999PTC120812) and Athmar India Private Limited (CIN: U28110PN2024PTC227981)

During the period under review Athmar India Private Limited was incorporated as a associate company w.e.f 7th February, 2024.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Regulations) LODR, 2015 and amendments thereto the Management Discussion and Analysis Report forms part of this Annual Report which gives a detailed information of state of affairs of the operations of the Company and its subsidiaries.

15. CORPORATE GOVERNANCE REPORT :

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary Mr. Jigar Kumar Gandhi, proprietor of JNG & Co. certifying compliance with conditions of Corporate Governance, is annexed to this Annual Report.

16 DIRECTORS AND KEY MANAGERIAL PERSONNEL :

16.1 Board of Directors

a) Composition

The Board of Directors of the Company, at present, comprises of 9 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Chairman and Executive Director, One Managing Director, One Executive Director, One Non-executive Non-Independent Director and five Non-Executive Independent Director (including 1 Woman Non-Executive Independent Director).The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, as amended from time to time.

b) Appointment / Re-appointment

At the forthcoming AGM approval of the Members will be sought for the Re-appointment of the following Directors.

To Consider re-appointment of Mr. Vinay Uchil (DIN: 01276871) as a Chairman and Executive Director And Fixation of Remuneration with effect from 1st August, 2024 to 31st July, 2027.

To Consider re-appointment of Mr. Venkatesh Uchil (Din: 01282671) as an Managing Director and fixation of Remuneration with effect from 1st August, 2024 to 31st July, 2027.

To Consider re-appointment Of Mr. Vikas Jaywant (Din: 06607484) as an Independent Director for a Second And Final Term Of 3 (Three) Years Effective From 23rd February, 2025 Till 22nd February, 2028

To consider re-appointment of Mr. Shailendra Shukla (DIN: 08049885) as executive director.

c) Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mr. Shailendra Shukla (DIN: 08049885), being the longest in the office amongst the directors is liable to retire by rotation at the ensuing Annual General Meeting of the Companyand, being eligible, have offered her candidature for re-appointment.

Brief details of Mr. Shailendra Shukla (DIN: 08049885), Director, who is seeking re-appointment is given in the notice of annual general meeting.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (''SS-2'') are given in the Notice of this AGM, forming part of the Annual Report.

d) Independent Directors

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Madan Pendse (DIN- 07650301), Mr. Vikas Jaywant ( DIN - 06607484, Mr. Nikunj Mishra ( DIN - 03589730), Mr. Mohan Rao ( DIN -02592294) & Ms. Archana Rajagopalan ( DIN - 09077128) are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act alongwith Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

16.2 Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP)of the Company, at present, comprises of Managing Director, Chairman & Executive Director, Chief Financial officer and Company Secretary.

During the year under review, Ms. Mitali Ambre tendered her resignation from the post of Company Secretary and Compliance Officer with effect from 13th December, 2023. Mr. Deep Shah was appointed as Company Secretary and Compliance Officer in the Board Meeting held on 14th February, 2024.

17. BOARD MEETINGS:

The Board met Five (5) times during the financial year 2023-24 viz 29thMay, 2023; 14th August, 2023; 16th October, 2023, 09th November, 2023; 14th February, 2024. The necessary quorum was present for all the board meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The meeting details are provided in Corporate Governance Report, forming part of this Annual Report.

18. COMMITTEES OF THE BOARD :

As on March 31,2024, the Board had 6 (Six) Committees viz:

(i) Audit Committee,

(ii) Nomination and Remuneration Committee,

(iii) Stakeholders'' Relationship Committee,

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee and

(vi) General purpose Committee.

Detail report on composition of Committees, term of reference of the committee, number of meetings held during the year and the changes in the composition during the year are provided in Corporate Governance Report forming part of this Annual Report.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has conducted familiarisation programmes for the Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations. The details of the Familarisation Programme undertaken by the Company during the FY 2023-24 is mentioned in the Corporate Governance Report which is part of this Annual Report and is also available on the website of the Company at: https://www.marineelectricals.com/images/disclosure-reports/Familiarization-Programme.pdf

20. PARTICULARS OF REMUNERATION

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as “Annexure B” to this Report.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued there under, as well as SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

22. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time and may be accessed on the Company''s website at the following link at https://www.marineelectricals.com/images/policies/Nomination-n-Remuneration.pdf

23. ANNUAL EVALUATION AND PERFORMANCE OF THE BOARD:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors held on 28th March, 2024 the performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section 5 of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 as on 31st March, 2024 and of the profit of the company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts for Financial Year ended 31stMarch, 2024 on a going concern basis; and

e) 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, the details in respect of adequacy of internal financial controls with reference to the Financial Statements, have been mentioned subsequently in this report.

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.

25. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS :

In accordance with the Listing Regulations, a certificate has been received from JNG & Co, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure C.

26. RELATED PARTY TRANSACTIONS :

The related party transactions that were entered into by the Company during the financial year 2023-24, were on arm''s length basis. Further, no material related party transactions were entered into by the Company during the financial year 2023-24. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure D forming part of this Report.

There have been no materially significant related party transactions entered into by the Company which may conflict with the interests of the Company at large.

The details of the transaction with related parties during FY 2023-24 are provided in the accompanying financial statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company and can be accessed through the following link: https://www.marineelectricals.com/images/policies/Policy-on-Materiality-of-Related-Party-Transaction-and-Dealing-with-Related-Parties.pdf.

27. RISK MANAGEMENT :

The Company has formed Risk Management Committee and also laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy strategy. At present there is no identifiable risk which, in the opinion of the Board may threaten the existence of the Company. The details of composition and terms of reference and meetings of the Risk Management Committee are provided in Corporate Governance Report forming part of this Annual Report

Policy relating to Risk Management can be accessed on company''s website viz:

https://www.marineelectricals.com/images/policies/Risk-Management-Policy-under-New-Companies-Act-

GIL.pdf

28. VIGIL MECHANISM :

- Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company''s business operations, performance and reputation, Marine Electricals (India) Limited has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Listing Regulations, is in place. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at https://www.marineelectricals.com/images/policies/Vigil-Mechanism-Policy.pdf

During the year, no personnel of the Company was denied access to the Audit Committee and no complaints were received.

- Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Revised Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company''s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information” are available with them.

The Insider Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The policy on Code of Conduct for Prevention of Insider Trading Regulations, 2015 is available on the website of the Company at:

https://www.marineelectricals.com/images/policies/Policv-on-Code-of-Conduct-for-Prevention-of-Insider-

Trading.pdf

29 INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS :

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Control

As per Section 134(5)(e) of the Companies Act, 2013, Internal Financial Controlmeans the policies and procedures adopted by the Company for ensuring:

- accuracy and completeness of the accounting records

- safeguarding of its assets, prevention and detection of fraud and error

- orderly and efficient conduct of business operations including adherence to the company''s policies

- timely preparation of reliable financial information

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls was adequate and operating effectively as on March 31,2024. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

30. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure E to this Report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT :

During the reporting period, your Company has not granted any Loans, Guarantees, Investments and Security in violation of Section 186 and Section 185 of the Companies Act, 2013 and rules made thereunder. The details of loans granted, and investments made during the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.

32. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company as on March 31, 2024 prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink: https://www.marineelectricals.com/annual-report.html

33. AUDITORS AND REPORTS :

A. Statutory Auditors

The statutory auditor Saini Pati Shah & Co LLP (Formerly known as SGJ & Co), Chartered Accountants registered with the Institute of Chartered Accountants of India vide registration number 137904W / W100622 were reappointed as Statutory Auditors for a period of 5 years in the AGM held on 26th September 2023.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in audit report for the financial year ended 31st March, 2024.

B. Internal Auditor

The Board of Directors at its meeting held on 29th May, 2023 had appointed IRA & Associates (Formerly known as SMSD & Co), Chartered Accountants as Internal Auditor for Financial Year 2023-24 .The audit observations placed in the Internal Audit Report by the Internal Auditors were duly noted by the management and corrective actions thereon are periodically presented to the Audit Committee and Board of Directors of the Company. The Board of Directors in its Board Meeting held on 29th May, 2024 based on the recommendation of the Audit Committee re-appointed IRA & Associates, Chartered Accountants (formerly known as M/s. SMSD & Co, Chartered Accountants) to carry out the Internal Audit of the Company for the Financial Year 2024-25 .

C. Secretarial Auditor

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed M/s. R. Bhandari & Co.,Practicing Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2023-24. The Board of Directors in its Board Meeting held on 29th May, 2024 on the recommendation of the Audit Committee re-appointed M/s. R. Bhandari & Co.,Practicing Company Secretaries to carry out the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the financial year ended 31st March, 2024 are annexed as Annexure F to this Report. As per the report, Company has complied with all the provisions of the Act, Rules, Regulations, Guidelines, Standards during the financial year 2023-24 and the Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks and disclaimer.

D. Cost Auditor

Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 is not applicable to the Company.

34 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No significant and material orders have been passed by any regulator or courts or tribunals which shall impact the going concern status and operations of your Company in future.

35. CORPORATE SOCIAL RESPONSIBILITY :

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on company''s website viz:

https://www.marineelectricals.com/images/policies/Corporate-Social-Responsibilitv-Policv-CSR.pdf.

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY 2024.

36. REPORTING OF FRAUDS:

There are no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

37. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT :

The Company has not accepted any deposits from public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

38. HUMAN RESOURCES :

The industrial relations at the manufacturing facilities of your Company havebeen cordial during the year. Employees are considered to be team membersbeing one of the most critical resources in the business which maximize theeffectiveness of the organization. Human resources build the enterprise and thesense of belonging would inculcate the spirit of dedication and loyalty amongstthem towards strengthening the Company''s Polices and Systems. The Companymaintains healthy, cordial and harmonious relations with all personnel andthereby enhancing the contributory value of the Human Resources.

39. EMPLOYEES STOCK OPTION SCHEME :

Your company has not granted any Employee Stock Options during the year under review.

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

The Company has devised a sound Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013 with the proper composition of members.The policy on Policy on Prevention of Sexual Harassment At Workplace is available on the website of the Company https://www.marineelectricals.com/images/policies/Sexual-Harrassment-Policy.pdf

The Company is committed to provide a safe and conducive work environment to its employees. Your Directors further state that, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR :

There was no application made against the company or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

42. COMPLIANCE OF THE SECRETARIAL STANDARDS :

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.

43. INVESTOR EDUCATION AND PROTECTION FUND :

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, needs to be transferred to the account administered by the Central Government viz: “Investor Education and Protection Fund”.

During the year there were no transfers to IEPF.

44. ACKNOWLEDGEMENTS :

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

Your Directors are pleased to present the 16^th Annual Report on business and operations of your Company together with the Audited Financial Statements (standalone and consolidated) for the financial year ended 31^st March, 2023 and the report of the Auditors thereon.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Certain key aspects of your Company’s Financial’s performance on a Standalone and Consolidated basis during the financial year ended 31^stMarch, 2023 as compared to the previous financial year are summarized below:

*Previous year/period ended figures have been regrouped/rearranged/reclassified wherever necessary to make it comparable.

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS Operating Results and Profits

The commitment of the Company to cater to the aspirations of its valued customers, sustained efforts in creating the right teams and culture and embedding innovation, technology and sustainability at the core of its business has resulted in your Company achieving an improved financial performance through better volumes, improved product mix and cost savings.

Standalone: The standalone revenue from operation of your Company for the year is Rs. 39,127.13 Lakhs as against Rs. 32,288.56 Lakhs in the previous financial year. Total exports revenue was Rs. 4,969.64 Lakhs as against Rs. 2,895.18 Lakhs in the previous year.

The standalone net profit for the year increased by 56.47 % to Rs. 1,950.62 as against Rs. 1,246.64 Lakhs in the previous financial year.

Consolidated: The Consolidated revenue from operation of your Company for the year is Rs. 44,285.44 as against Rs. 37,632.86 Lakhs in the previous financial year. The Consolidated net profit for the year is Rs. 1,680.08 as against Rs. 1,327.82 Lakhs in previous year

3. FINANCE AND CREDIT RATINGS:

The ratings factor in the Company’s healthy order book position which provides adequate revenue visibility in the near term. The ratings continue to draw comfort from company’s established position and track record of providing integrated electrical solutions to the marine and industry sectors. The Company has maintained sufficient liquidity at all times to navigate the impact of external challenges. For long term ratings - ““ICRA BBB" with "Stable" outlook; reaffirmed. For the Short ratings -“ICRA A3 ”; reaffirmed. The Stable outlook on ICRA BBB rating reflects that the company will continue to benefit from its established position in the industry as well as its healthy order book position

4. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India [ICAI]. The Audited Consolidated Financial Statement together with Auditors’ Report forms part of the Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors’ Report thereon forms part of the Annual Report the Company.

The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company’s website https://www.marineelectricals.com/financial-results-outcome.html. These documents will also be available for inspection during working hours at the Registered Office of the Company.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures as per Rule 8 of Company’s (Accounts) Rules, 2014, a report on the Financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended 31^st March, 2023 is annexed to this Board’s report in form AOC 1.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have occurred during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

There has been no change in the nature of business of your Company during the year under review.

7. DIVIDEND

With a view to conserve the resources of the Company, your directors do not recommend any dividend for the financial year ended 31^st March, 2023.

8. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company has adopted the Dividend Distribution Policy (‘the Policy’). The Policy is available on the Company’s website at https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policv.pdf

9. TRANSFER TO RESERVES:

There is no amount proposed to be transferred to Reserves out of profit for the financial year 2022-23.

10. PREFERENTIAL ISSUE

Pursuant to the approval of the Board at its meeting held on 22^nd August, 2022 and approval of the members of the Company at their Annual General Meeting (‘AGM’) held on 19^th September. 2022, upon receipt of 25% of the issue price per warrant (i.e. Rs. 7.3125 per warrant) as upfront payment (“Warrant Subscription Price”), the Company on 30^th September, 2022 has allotted 1,00,00,000 (One Crore) warrants, on preferential basis to the Promoter/Promoter Group of the Company and certain identified non-promoter persons/entity, at a price of Rs. 29.25 each payable in cash (“Warrant Issue Price”). Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of Rs. 2 (Rupee Two only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of Rs. 21.9375 per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants. During the year under review, the Company has received balance 75% of the issue price from three promoter allottees of the company, the Company made an allotment of total of 36,50,000 Equity shares out of which 20,00,000 Equity shares were allotted to KDU Enterprises Private Ltd on 23^rd February, 2023, 6,50,000 equity shares were allotted to Mr. Vinay Uchil, Chairman & Promoter and

10,00,000 equity shares were allotted to Mr. Venkatesh Uchil, MD & Promoter on 6^th March, 2023 upon on conversion of Warrants held by them.

For the remaining 63,50,000 warrants, the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received as on 31^st March, 2023.

The details of utilization of funds are given hereunder:

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the AGM dated 19^th September, 2022.

11. SHARE CAPITAL AND CHANGES IN IT:• Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 30,00,00,000.00/- (Rupees Thirty Crores Only) divided into

15,00,00,000 (Fifteen Crores Only) equity shares of Rs. 2/- (Rupees Two Only) each. There has been no change in the Authorized Share Capital of the Company during the financial year.

• Issued and Paid Up Share Capital:

During the year under review, the Company has issued and allotted 1,00,00,000 Warrants of Rs. 29.25 /- each convertible into 1,00,00,000 equity shares of Rs. 2.00 /- each with a premium of Rs. 27.25 /- to promoter and Nonpromoter allottees, convertible within 18 months from the date of allotment of warrants, in accordance with SEBI (ICDR) Regulations, 2018 and in terms of the Board approval at its meeting held on 22^nd August, 2022 and approval of the members of the Company at their Annual General Meeting (‘AGM’) held on 19^th September. 2022. The said Warrants were issued subjected to the condition that an amount equivalent to at least 25% of the price shall become payable on or before the date of allotment of warrants and balance amount shall be paid before Conversion of warrants into equity shares. Upon receipt of the 25% of issue price from the proposed allottees, the above mentioned Warrants were allotted by the Company on 30^th September, 2022.

Consequently, on receipt of the balance 75% of the issue price from three promoter allottees of the company, the Company made an allotment of total of 36,50,000 Equity shares out of which 20,00,000 Equity shares were allotted to KDU Enterprises Private Ltd on 23^rd February, 2023, 6,50,000 equity shares were allotted to Mr. Vinay Uchil, Chairman & Promoter and 10,00,000 equity shares were allotted to Mr. Venkatesh Uchil, MD & Promoter on 6^th March, 2023 on conversion of Warrants held by them.

The Company has received Listing and Trading Approval for 36,50,000 Equity shares from National Stock Exchange of India.

As on the date of the this Report, the paid up, issued and subscribed capital of the Company stands increased to Rs. 25,26,30,500 /- (Twenty Five Crore Twenty Six Lakh Thirty Thousand and Five Hundred only) comprising of 12,63,15,250 (Twelve Crore Sixty Three Lakh Fifteen Thousand and Two Hundred and Fifty only) equity shares of Rs. 2/- (Rupees Two Only) each.

The Company has not issued shares with differential voting rights or sweat equity shares.

12. HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company is having total 1 (one) Holding Company and 5 (Five) subsidiaries including step down subsidiary. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1, is annexed to this report as Annexure A.

12.1. Holding Company

KDU Enterprises Private Limited (Indian Company) (CIN: U31401MH1982PTC027850) is the “Holding Company”. During the year, 20,00,000 equity shares were allotted to the holding company pursuant to conversion of warrants held by them. As at the end of the financial year 2022-23, holding Company’s shareholding stands increased to 6,54,06,875 fully paid-up equity shares of Rs. 2/- each.

12.2. Domestic Subsidiaries

The Company has 2 (two) Indian Subsidiaries i.e. Eltech Engineers Madras Private Limited (CIN: U29142TN1996PTC036500) and Evigo Charge Private Ltd (formally known as Evigo Charging Consultants Private Ltd ) (CIN No. U74999MH2018PTC317824)

However, above mentioned Subsidiaries are not material subsidiaries as per the thresholds of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”).

12.3. Foreign subsidiaries

The Company has 3 (three) foreign subsidiaries including 1 (one) step down subsidiary i.e MEL Powers FZC located in UAE, Xanatos Marine Ltd, located in Kelowna, British Columbia, Canada and STI Company SRL located in Italy.

During the year under review, the company has made investment in 75% of shares of Xanatos Marine Limited and acquired Xanatos Marine Limited as a subsidiary of the company pursuant to the approval of Board obtained in the Board Meeting held on 22^nd October, 2021.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website https://www.marineelectricals.com/images/policies/Policv-on-Material-Subsidiaries.pdf

During the year under review, there are no significant transactions and arrangements entered into by the Company with the Subsidiary

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Regulations) LODR, 2015 and amendments thereto the Management Discussion and Analysis Report forms part of this Annual Report which gives a detailed information of state of affairs of the operations of the Company and its subsidiaries.

14. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary Mr. Jigar Kumar Gandhi, proprietor of JNG & Co. certifying compliance with conditions of Corporate Governance, is annexed to this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:15.1 Board of Directorsa) Composition

The Board of Directors of the Company, at present, comprises of total 9 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Chairman and Executive Director, One Managing Director, One Executive Director, One Non-executive Non-Independent Director and five Non-Executive Independent Director (including 1 Woman Non-Executive Independent Director).The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, as amended from time to time.

The details are as below:-

b) Appointment / Re-appointment

As reported in the previous year,the following Re-appointments were made in the 15^th AGM held on 19^th September, 2022.

- Mr. Madan Pendse (DIN: 07650301) was re- appointed as an Non Executive (Independent) Director of the Company, not liable to retire by rotation, for a second and final term of 3 (three) years effective from 11^th July, 2023 till 10^th July, 2026 and continuation of directorship after attainment of 75 years of age.

- Mr. Nikunj Mishra (DIN: 03589730) was re- appointed as an Non - Executive (Independent) Director of the Company, not liable to retire by rotation, for a second and final term of 5 (five) years effective from 11^th July, 2023 till 10^th July, 2028.

- Mr. Mohan Rao (DIN: 02592294)was re- appointed as an Non - Executive (Independent) Director of the Company, not liable to retire by rotation, for a second and final term of 3 (three) years effective from 30^th May, 2023 till 29th May, 2026 and continuation of directorship after attainment of 75 years of age.

Also in the previous year,Mr. Shailendra Shukla’s (DIN: 08049885) Designation was changed from Non Executive Non Independent Director to Executive Director which was approved by the members in the AGM held on 19^th September, 2022.

At the forthcoming AGM approval of the Members will be sought for the Re-appointment of Ms. Archana Rajagopalan as Independent Director of the Company for a second and final term of 5 (five) years effective immediately after expiry of her current term on 22^nd February, 2024 i.e. from 23^rd February, 2024 till 22^nd February, 2029.

c) Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Dr. Tanuja Deepak Pudhierkar (DIN 08190742), being the longest in the office amongst the directors is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, have offered her candidature for re-appointment.

Brief details of Dr. Tanuja Deepak Pudhierkar (DIN 08190742), Director, who is seeking re-appointment is given in the notice of annual general meeting.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (''SS-2'') are given in the Notice of this AGM, forming part of the Annual Report.

d) Independent Directors

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Madan Pendse, Mr. Vikas Jaywant, Mr. Nikunj Mishra, Mr. Mohan Rao & Ms. Archana Venkata Rajagopalan are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act alongwith Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

15.2 Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP) of the Company, at present, comprises of Managing Director, Chairman & Executive Director, Chief Financial officer and Company Secretary.

During the year under review, Ms. Namita Sethia tendered her resignation from the post of Chief Financial Officer with effect from 30^th July, 2022. Mr. UM Bhakthavalsalan was appointed as Chief Financial Officer in the Board Meeting held on 4^th August, 2022.

16. BOARD MEETINGS:

The Board met Six (6) times during the financial year 2022-23 viz 27^thMay, 2022; 4^th August, 2022; 22^nd August, 2022; 30^th September, 2022, 14^th November, 2022 and 13^th February, 2023. The necessary quorum was present for all the board meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The meeting details are provided in Corporate Governance Report, forming part of this Annual Report.

17. COMMITTEES OF THE BOARD:

As on March 31,2023, the Board had 6 (Six) Committees viz:

(i) Audit Committee,

(ii) Nomination and Remuneration Committee,

(iii) Stakeholders’ Relationship Committee,

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee and

(vi) General purpose Committee.

Detail report on composition of Committees, term of reference of the committee, number of meetings held during the year and the changes in the composition during the year are provided in Corporate Governance Report forming part of this Annual Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has conducted familiarisation programmes for the Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations. The details of the Familiarisation Programme undertaken by the Company during the FY 2022-23 is mentioned in the Corporate Governance Report which is part of this Annual Report and is also available on the website of the Company at: https://www.marineelectricals.com/images/policies/Familiarization-Programme.pdf

19. PARTICULARS OF REMUNERATION

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as “Annexure B” to this Report.

20. DECLARATION BY INDEPENDENT DIRECTORS:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued there under, as well as SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

21. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time and may be accessed on the Company’s website at the following link at https://www.marineelectricals.com/images/policies/Nomination-n-Remuneration.pdf

22. ANNUAL EVALUATION AND PERFORMANCE OF THE BOARD:

The annual evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors held on 13^th February, 2023 the performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section 5 of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the Financial Year ended 31^st March, 2023 the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 as on 31^st March, 2023 and of the profit of the company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts for Financial Year ended 31^stMarch, 2023 on a going concern basis; and

e) 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, the details in respect of adequacy of internal financial controls with reference to the Financial Statements, have been mentioned subsequently in this report.

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.

24. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the Listing Regulations, a certificate has been received from JNG & Co, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure C.

25. RELATED PARTY TRANSACTIONS:

The related party transactions that were entered into by the Company during the financial year 2022-23, were on arm’s length basis. Further, no material related party transactions were entered into by the Company during the financial year 2022-23. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure D forming part of this Report.

There have been no materially significant related party transactions entered into by the Company which may conflict with the interests of the Company at large.

The details of the transaction with related parties during FY 2022-23 are provided in the accompanying financial statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company and can be accessed through the following link: https://www.marineelectricals.com/images/policies/Policy-on-Materialitv-of-Related-Partv-Transaction-and-Dealing-with-Related-Parties.pdf.

26. RISK MANAGEMENT:

The Company has formed Risk Management Committee and also laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy strategy. At present there is no identifiable risk which, in the opinion of the Board may threaten the existence of the Company. The details of composition and terms of reference and meetings of the Risk Management Committee are provided in Corporate Governance Report forming part of this Annual Report

Policy relating to Risk Management can be accessed on company’s website viz:

https://www.marineelectricals.com/images/policies/Risk-Management-Policy-under-New-Companies-Act-GIL.pdf

27. VIGIL MECHANISM:- Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company’s business operations, performance and reputation, Marine Electricals (India) Limited has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Listing Regulations, is in place. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at https://www.marineelectricals.com/images/policies/Vigil-Mechanism-Policy.pdf

During the year, no personnel of the Company was denied access to the Audit Committee and no complaints were received.

- Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Revised Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company’s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information” are available with them.

The Insider Code also requires pre-clearance for dealing in the Company’s shares and prohibits dealing in Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The policy on Code of Conduct for Prevention of Insider Trading Regulations, 2015 is available on the website of the Company at:

https://www.marineelectricals.com/images/policies/Policv-on-Code-of-Conduct-for-Prevention-of-Insider-Trading.pdf

28. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Control

As per Section 134(5)(e) of the Companies Act, 2013, Internal Financial Control means the policies and procedures adopted by the Company for ensuring:

- accuracy and completeness of the accounting records

- safeguarding of its assets, prevention and detection of fraud and error

- orderly and efficient conduct of business operations including adherence to the company’s policies

- timely preparation of reliable financial information

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls was adequate and operating effectively as on March 31st, 2023. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

29. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure E to this Report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

During the reporting period, your Company has not granted any Loans, Guarantees, Investments and Security in violation of Section 186 and Section 185 of the Companies Act, 2013 and rules made thereunder. The details of loans granted, and investments made during the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.

31. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company as on March 31, 2023 prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink: https://www.marineelectricals.com/annual-report.html

32. AUDITORS AND REPORTS:A. Statutory Auditors

The current statutory auditor Saini Pati Shah & Co LLP (Formerly known as SGJ & Co), Chartered Accountants registered with the Institute of Chartered Accountants of India vide registration number 137904W / W100622 were appointed as Statutory Auditors for a period of 5 years in the AGM held on 31^st August, 2018.

The term of Saini Pati Shah & Co LLP, Chartered Accountants as Statutory Auditors of the Company for a period of five years is getting expired in the ensuing 16^th Annual General Meeting. Further, the Board of Directors in its meeting held on 29^thMay, 2023, have recommended their re-appointment for second and final term of 5 years from the conclusion of 16^thAnnual General Meeting until the conclusion of 21^st Annual General Meeting of the Company. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in audit report for the financial year ended 31^st March, 2023.

B. Internal Auditor

The Board of Directors at its meeting held on 27^th May, 2022 had appointed IRA & Associates (Formerly known as SMSD & Co), Chartered Accountants as Internal Auditor for Financial Year 2022-23 .The audit observations placed in the Internal Audit Report by the Internal Auditors were duly noted by the management and corrective actions thereon are periodically presented to the Audit Committee and Board of Directors of the Company. The Board of Directors in its Board Meeting held on 29^th May, 2023, based on the recommendation of the Audit Committee re-appointed IRA & Associates, Chartered Accountants (formerly known as M/s. SMSD & Co, Chartered Accountants) to carry out the Internal Audit of the Company for the Financial Year 2023-24.

C. Secretarial Auditor

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board’s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed M/s. R. Bhandari & Co.,Practicing Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2022-23. The Board of Directors in its Board Meeting held on 29^th May, 2023 on the recommendation of the Audit Committee re-appointed M/s. R. Bhandari & Co.,Practicing Company Secretaries to carry out the Secretarial Audit of the Company for the Financial Year 2023-24

The Secretarial Audit Report for the financial year ended 31^st March, 2023 are annexed as Annexure F to this Report. As per the report, Company has complied with all the provisions of the Act, Rules, Regulations, Guidelines, Standards during the financial year 2022-23 and the Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks and disclaimer.

D. Cost Auditor

Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 is not applicable to the Company.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No significant and material orders have been passed by any regulator or courts or tribunals which shall impact the going concern status and operations of your Company in future.

34. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on company’s website viz:

https://www.marineelectricals.com/images/policies/Corporate-Social-Responsibilitv-Policv-CSR.pdf.

The CSR obligation of the Company for FY 2022-23 is Rs. 21.92/- lakhs, after adjusting previous years excess amount of Rs. 5.13 lakhs which was available for set off, the total CSR obligation is Rs. 16.78 lakhs. As on 31st March 2023, the total amount spent on CSR activities by Company is Rs. 15.20 lakhs. As per second proviso to Section 135(5) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, as amended, the unspent CSR Amount shall be transferred to any Fund Specified Under Schedule VII transfer within a period of six months of the expiry of the financial year. Due to unavailability of suitable CSR projects, the CSR obligation of Rs. 1.58 lakhs remained unspent as on 31^st March, 2023. Accordingly, the company has transferred Rs. 5.00 lakhs to Prime Minister National Relief Fund (PMNRF) on 25^th May, 2023.

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2023.

35. REPORTING OF FRAUDS:

There are no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

36. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:

The Company has not accepted any deposits from public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

37. HUMAN RESOURCES:

The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the organization. Human resources build the enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company’s Policies and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and there by enhancing the contributory value of the Human Resources.

38. EMPLOYEES STOCK OPTION SCHEME:

Your company has not granted any Employee Stock Options during the year under review.

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

The Company has devised a sound Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013 with the proper composition of members. The policy on Policy on Prevention of Sexual Harassment At Workplace is available on the website of the Company https://www.marineelectricals.com/images/policies/Sexual-Harrassment-Policv.pdf

The Company is committed to provide a safe and conducive work environment to its employees. Your Directors further state that, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There was no application made against the company however the company has filed petition under the Insolvency and Bankruptcy Code, 2016 for non-payment of outstanding dues against Vasp Engineers Private Ltd and it is pending before NCLT.

41. COMPLIANCE OF THE SECRETARIAL STANDARDS:

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 (ICSI) and that such systems are adequate and operating effectively.

42. INVESTOR EDUCATION AND PROTECTION FUND

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, needs to be transferred to the account administered by the Central Government viz: “Investor Education and Protection Fund”.

During the year there were no transfers to IEPF.

43. ACKNOWLEDGMENTS:

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

REPORT OF DIRECTORS

To,

The Members,

Marine Electricals (India] Pvt. Ltd.

Your Directors have pleasure in presenting their 11th Annual Report along with the Audited Accounts of the Company for the year ended 31s tMarch, 2018.

FINANCIAL RESULTS:

Your company''s performance during the year under review as compared to the previous financial year is summarised in the following statement:

PERFORMANCE OF THE COMPANY - STANDALONE

PERFORMANCE OF THE COMPANY - CONSOLIDATED

Your Company has availed the exemption provided in the second proviso of Rule 6 of Companies (Accounts] Rules, 2014 and has thus not consolidated its financial statements.

All the shareholders of your Company have consented to avail this exemption. Further the ultimate holding company of your Company, viz KDU Enterprises Private Limited, shall file consolidated financial statements with the Registrar of Companies.

State of Company''s Affairs and Future Outlook

Your company has its headquarters in the financial capital of India - Mumbai where it also operates and runs a production facility and has two production facilities at Verna, Goa. Your company has undertaken an expansion of manufacturing facilities with setting up of a new facility next to Plant 2 at Verna Goa. The plant is estimate to start commercial production by October 2018.

Current year has been challenging year for the Company due to structural changes like introduction of Goods and Service Tax implemented by the Government. Industry is expected to get formalize with many players from unorganized sector likely to get included in main stream of business. Further global uncertainty has gradually creeped in, affecting Indian businesses. Your Company is confident to come out of these uncertainties with the focus approach and with support of global and local vendors and customers.

Company''s Performance

The revenue from operations for FY 2017-18 was at Rs. 2,87,66,38,708/- which was higher by 37.34% compared to the previous year Rs. 2,09,44,16,945/- in FY 2016-17.

Earnings before interest, tax, depreciation and amortisation ("EBITDA''J is Rs.26,22,67,978/- registering a growth of 13.38% over EBITDA of Rs. 23,13,16,459/- in FY 2016-17.

Profit after tax ("PAT"] for the year was Rs. 11,72,40,617/- recording a growth of 36.14% over the PAT of Rs. 8,61,14,162/- of FY 2016-17.

Dividend

With a view to conserve the resources of the Company, your Directors do not recommend any dividend for the financial year ended 31st March, 2018.

Details of Subsidiary, Joint Venture, Associate Companies

Your Company had two subsidiary companies as on 31st March 2018. Your Company did not have any associate companies or joint venture companies within the meaning of section 2(6] of the Companies Act, 2013 ("Act"].

Marine Electricals FZC (MEFZC] incorporated in Sharjah, United Arab Emirates, and Eltech Engineers Madras Private Limited (EEMPL], which was acquired during the year under review, are the two subsidiary companies.

During the year under review, MEFZC has achieved a turnover of Rs.660,263,577/- (AED 36,198,661/-@ Rs.18.24 per AED] with a profit of Rs.44,075,537/- (AED 2,416,422 @ Rs 18.24 per AED].

During the year under review, EEMPL has achieved a turnover of Rs. 6,56,61,559/- with a profit of Rs. 12,80,118/-

Pursuant to provisions of section 129(3] of the Companies Act, 2013(the Act] a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to this report and marked as Annexure I.

Amounts Transferred to Reserves

During the year under review an amount of Rs. 4,12,24,800/- has been transferred to Securities Premium Account of the Company.

Changes in Share Capital

During the financial year, the paid up share capital of your Company has been increased from Rs. 17,17,82,000/- to Rs. 18,03,70,500/- pursuant to allotment of 8,58,850 equity shares of Rs. 10/- each at a premium of Rs. 48/- per share, under Rights issue.

Disclosure regarding Issue of Equity Shares with Differential Rights

All the equity shares issued by your company carry similar voting rights and your Company has not issued any equity shares with differential voting rights during the year under review.

Disclosure regarding issue of Employee Stock Options

Your company has not granted any Employee Stock Options during the year under review.

Disclosure regarding issue of Sweat Equity Shares

Your company has not issued any Sweat Equity Shares during the year under review.

Quality Initiatives

Your Company has continued its commitment towards the highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes. Marine Electricals has certified its plants to meet ISO 9001:2015, ISO 14001:2015 & OHSAS 18001:2007 to cater to highest levels of safety for its staff and environment.

The Extract of the Annual Return

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Loans from Director''s and their Relatives

Your Company has not taken any loan from Directors and their relatives during the year under review.

Statutory Auditors

The current statutory auditors term has expired and it is proposed to appoint SGJ&Co, Chartered Accountants as Statutory Auditors for a period of 5 years. They have given their eligibility & consent for the proposed appointment.

Auditors'' Report

The Auditors report does not contain any qualification, reservation or adverse remark or disclaimer, thus no need arises for the Board of Directors to furnish any explanation or comments on the same.

Fraud Reporting

There have been no known instances of Fraud in your company during the year under review.

Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 is not applicable to the Company.

Sexual Harassment Policy

The Company has devised a round Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal] Act 2013 with the proper composition of members.

Vigil Mechanism/Whistle Blower Policy

The Company has established vigil mechanism pursuant to provisions of Section 177(9] of the Companies 2013, and oversees it through Mr. Vinay Uchil, Director since Audit Committee is not applicable to the Company. The Company has also provided adequate safeguards against victimization of Company''s employees and Directors who express their concerns.

Secretarial Standards

Your Board of Directors, the management team and professional employed / associated with the Company ensure that the necessary compliance with regard to the Secretarial Standards have been complied with.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of focus for your Company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices.

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a] Conservation of Energy

Your Company has taken sufficient steps to conserve energy by monitoring the use thereby resulting in savings for the company.

b] Technology Absorption

The Company is using latest technology for manufacturing of the products and same has been fully absorbed. The Company is continuously improving its quality and installed latest equipment and new testing and measuring equipment. Indigenous technology available is continuously being upgraded to improve overall performance. Indigenous technology available is continuously being upgraded to improve over all performance.

c] Expenditure on Research & Development

Your company has in addition to R&D facility in Mumbai started a R&D facility in Kochi to increase new product development. We have already designed two new products in the year which will commercially sold in the next financial year. Also our new team of very senior engineers have bought improvements in all our existing products developed by the company in the past.

d] Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings: Rs. 23,21,39,995/-Foreign Exchange Outgo : Rs. 24,26,93,980/-

Corporate Social Responsibility [CSR]

As per the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy] Rules, 2014 the Board has constituted a CSR Committee consisting of the following Directors:

1. Mr. Venkatesh K. Uchil - Chairman;

2. Mr. Vinay K. Uchil - Member.

Your Company in the current financial year has contributed Rs,660,000 to Amrita Trust- a Non-Government Organization (NGO - registered with the charity commissioner, Mumbai). The trust aims at providing and promoting healthcare, and medical assistance to the weaker sections of our society, it also provides education and training to the under privileged and disabled to lead a self-sustained life.

Your company is in the process of identifying more projects in line with the CSR policy, in order to enable your Company to spend the entire amounts kept aside for the CSR spends. It is because of lack of suitable projects that your Company was unable to spend the entire amount of CSR during the financial year.

The requisite disclosures to be given with regard to CSR, in the prescribed format are annexed as Annexure-III to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Venkatesh K. Uchil (DIN: 01282671] and Mr. Vinay K. Uchil (DIN: 01276871] continue to be on the Board of your Company. Declaration by an Independent Directors]

RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY

The Managing Director of the Company viz. Mr. Venkatesh K Uchil did not receive any commission from a Company or from it''s holding / subsidiary company.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

Your Company being a private limited company, the provisions with regards to the appointment of Independent Directors pursuant to section 149(4] do not apply to your Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Twenty-Four Board meetings were held during the year as follows

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company has not given any loans, guarantees, not made any investments and not given any security to any other body corporate falling under the purview of Section 186 of the Companies Act, 2013.

The details of the investments made by your company during the year under review, falling under the ambit of Sectionl86 of the Companies Act, 2013, were as under :-

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the contracts or arrangement entered into by the Company during the financial year with related parties were in the ordinary course of business and at arm''s length thus the same were outside the purview of Section 188(l]of the Companies Act, 2013and hence no details have been provided in AOC2.

RISK AND CONCERNS

Risks and concerns as follows:

There could be possibility of your Company may not be unable to meet certain delivery obligations including timelines of delivery, due to which, it could become liable to claims by customers, suffer adverse publicity and incur substantial costs, which in turn could adversely affect the results of operations of the Company.

Business may suffer if the Company fails to keep pace with rapid changes in technology and the industries on which it focuses.

Products are being manufactured from manufacturing facilities located in the Mumbai and Goa. Any disruption or suspension in the production process in this facility can significantly impact Company''s ability to service customer needs.

If Company fails to keep technical knowledge and process know-how confidential, it may suffer a loss of competitive advantage.

The Company''s business is not of continuous production in nature thus resulting in varied results for different operating periods as well as Balance Sheet situations.

RISK MANAGEMENT POLICY

The Board of Directors and the team of professionals employed by the Company in various departments constantly review the risk management of the Company and ensure its effectiveness. The finance team has an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

However the Company has not faced any risk, which in the opinion of the Board, may threaten the existence of the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

No significant and material orders have been passed by any regulator or courts or tribunals which shall impact the going concern status and operations of your Company in future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section 5 of Section 134 of the Companies Act, 2013, the Directors confirm that:

a] in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss of the company for that period;

c] the directors had 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;

d] the directors had prepared the annual accounts on a going concern basis; and

e] 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.

The details in respect of adequacy of internal financial controls with reference to the Financial Statements, have been mentioned subsequently in this report.

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.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 was observed.

PERSONNEL

Relation between employees and management continued to be cordial during the year. Your Company considers its employees as its most valuable asset. The Company continues its focus on employee retention. The Company''s performance-driven culture with a strong focus on employees'' career aspirations, appreciation and total-welfare helped maintain an ideal employee strength.

The Marine family consists of 307 number of employees. On gender diversity, the Company has 10% of women employees, including senior positions.

PARTICULAR OF EMPLOYEES

There were no employee who receive remuneration more than Rupees One Crore Two Lacs as per Section 197 read with rule 5(3] of the Companies (Appointment & Remuneration of Managerial Personnel] Rule 2014, during the period under the review, hence no disclosures have been given.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees.

Your Directors further state that, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

ACKNOWLEDGEMENTS

The Directors thank the Company''s employees, customers, vendors, investors, bankers and academic institutions for their continuous support.

The Directors also thank the Governments of various countries, Government of India, and various government departments / agencies for their co-operation

The Directors appreciate and value the contributions made by every member of the Marine family. On behalf of the board of directors

ANNEXURE I

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts] Rules, 2014]

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)

The following information shall be FURNISHED:

Names of subsidiaries, which are yet to commence operations: Nil

Names of subsidiaries, which have been liquidated or sold during the year: Nil

Part "B": Associates and Joint Ventures - Not applicable

The following information shall be furnished: -

1. Names of associates or joint ventures, which are yet to commence operations: Nil

2. Names of associates or joint ventures, which have been liquidated or sold during the year: Nil

On behalf of the board of directors

ANNEXURE II

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2017

[Pursuantto section 92(3] of the Companies Act,2013 and rule 12(l] of the Companies (Management and Administration] Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

ii. Shareholding of Promoters

iii. Change in Promoters'' Shareholding (please specify, if there is no change)

No change in the shareholding of other Promoters

iv. Shareholding Pattern of top ten Shareholders (other than Directors, promoters and Holders of GDRS and ADRS):

v. Shareholding of Directors and key Managerial personnel:

V. INDEBTEDNESS a) Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Remuneration to Managing Director, Whole-time Directors and /or Manager/Director

B) Remuneration to other directors: Not Applicable

C) Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD: Nil since no KMP has been appointed

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

ANNEXURE III

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company''s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:

Marine, CSR Policy is focused on enhancing the lives of the local community in which it operates. This takes shapes by way of providing a better quality of life for the people in the communities in which the Company operates. We strongly believe in contributing towards the betterment of society and endeavor to create a positive impact, while achieving our business goals.

2. The composition of the CSR committee:

The Company has a CSR committee of directors comprising of Mr. Venkatesh K. Uchil - Chairman and Mr. Vinay K. Uchil as member

3. Average net profit of the company for last three financial years for the purpose of computation of CSR: Rs.7,38,69,401

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs.14,77,388.02

5. Details of CSR spent during the financial year: Rs.660,000

a. Total amount to be spent for the financial year: Rs.14,77,388.02

b. Amount unspent: Rs. 8,17,388.02

c. Manner in which the amount spent during the financial year: Your Company in the current financial year has contributed Rs. 6,60,000.00 to M/s. Amrita Trust- a Non Government Organization (NGO - registered with the charity commissioner, Mumbai). The trust aims at providing and promoting healthcare, and medical assistance to the weaker sections of our society, it also provides education and training to the under privileged and disabled to lead a self sustained life.

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

Your company is in the process of identifying more projects in line with the CSR policy, in order to enable your Company to spend the entire amounts kept aside for the CSR spends. It is because of lack of suitable projects that your Company was unable to spend the entire amount of CSR during the financial year.

7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.

Manner in which amount spend during the financial year is detailed below:

We hereby affirm that the CSR Policy ("Policy"] of the Company as approved by the Board of Directors of the Company is monitored by the CSR Committee and the CSR activities have been implemented in accordance with the Policy