Chowgule Steamships Ltd

To The Shareholders,

Chowgule Steamships limited,

Your Directors present the Sixty-second Annual Report and the Audited Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

( Rs in lakhs)

MANAGEMENT DISCUSSION, ANALYSIS / OPERATIONS REPORT AND PERFORMANCE OF THE COMPANY

During the year under review, the Company recorded a profit before finance charges, depresciation, exceptional items and tax is of INR 281.38 Lakhs as against INR 452.71 lakhs in the previous financial year. The decrease in profit is primarily on account of a reduction in lease rental income due to a decrease in the leased area of land at Ratnagiri, along with an increase in Liasoning expenses paid to a related party.

It is pertinent to mention that during the previous year, the Company had received INR 400 lakhs from a debtor that had been written off in earlier years. This one-time recovery had significantly contributed to the higher profit reported in the previous financial year.

Additionally, the Company has made a provision for tax amounting to INR 72.68 lakhs during the year under review, as compared to INR 11 lakhs in the previous year. The lower tax provision in the preceding year was due to the adjustment of brought forward business losses against taxable business income of INR 694.03 lakhs. These cumulative factors have led to a decline in the profit after tax by INR 613.68 lakhs compared to the previous year.

The Company has huge experience of operating ships on international cross trade as well as on Indian coast and therefore looking for appropriate opportunities in such trade. The Company is exploring possibility of acquiring vessels / tugboats at appropriate time.

INTERNAL FINANCIAL CONTROL SYSTEM

The company maintains effective internal control systems, which are regularly reviewed by the Audit Committee of the Board of Directors. Based on the evaluation criteria defined in Section 177 of the Companies Act 2013 and Clause 18 of the SEBI (LODR) Regulations 2015, the Audit Committee has concluded that as of March 31, 2025, our internal financial controls were adequate and functioning effectively.

GOVERNMENT POLICIES

The Indian economy, alongside many developed nations, continues to strive for a rapid economic growth. As part of their comprehensive strategies, governments worldwide are prioritizing infrastructure development, which augurs well for global trade dynamics.

INDUSTRIAL RELATIONS

Throughout the year, industrial relations remained exceptionally harmonious with no reported disputes or conflicts.

THREATS, RISKS & CONCERNS

Freight Risks: The charter income is subject to freight rate risks and therefore the Company, at group level, follows the policy of mixture of short period and long period time charter contracts with first class charters to mitigate volatility in freight rates.

Interest Rate Risk: With a view to avoid uncertainty in the interest rate, the necessary forward cover is taken at regular intervals wherever necessary.

Forex Risk: As major portion of the Group's revenues is generated from international business in the US Dollar terms, the same creates a natural hedge against foreign exchange exposures. The Company reviews Rupee - US Dollar parity on regular basis to protect itself from currency fluctuation risks.

At the Company standalone level, there is very limited forex risk for the Company.

Counter Party Risks: The Company engages into charter contracts with the reputed charters to avoid the risks to the freight earnings.

Government Policies: The Company regularly reviews the changes in the applicable government policies affecting operations of the Company.

Human Resources: There is a scarcity of floating staff. In view of outsourcing of crew management, the Company gets the benefit of having efficient and cost effective floating staff from the Ship Manager's pool.

Ratios:

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including: (i) Debtors Turnover : 9.72:1 (ii) Inventory Turnover : Not Applicable (iii) Interest Coverage Ratio : Not Applicable (iv) Current Ratio : 2.57:1 (v) Debt Equity Ratio : Not Applicable (vi) Operating Profit Margin (%): Not Applicable (vii) Net Profit Margin (%) or sector-specific equivalent ratios, as applicable : Not Applicable Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

2. DIVIDEND

Considering the liquidity and the cash flow position of the Company, the Board of Directors did not recommend any dividend for the financial year under review.

3. RESERVES

Throughout the financial year under review, the Company did not need to allocate any funds to reserves.

4. SHARE CAPITAL

The paid-up equity shares capital of the Company as on 31st March, 2025 was INR 36,30,84,250 comprising of 36,308,425 shares of INR 10/- each. During the year under review, there has been no change in the capital structure of the Company.

5. SUBSIDIARIES

Chowgule Steamships Overseas Ltd (CSOL), a wholly owned subsidiary of Chowgule Steamships Limited (CSL) registered in Guernsey, United Kingdom, has entered insolvent liquidation. On March 13, 2024, a resolution passed by CSOL's shareholders initiated the company's winding up and liquidation process. Leonard Curtis and Sophie Smith have been appointed as joint liquidators to oversee this process.

Pursuant to Section 395(2) of the Companies (Guernsey) Law 2008, as amended (the "Law"), the appointment of a liquidator results in the cessation of all powers of the directors, unless the liquidator authorizes their continuation.

Given that CSOL is under liquidation as of the reporting period ending March 31, 2025, financial statements for CSOL as of that date have not been prepared. Consequently, consolidated financial statements for CSL have not been prepared.

In accordance with Section 400 of the Companies (Guernsey) Law, 2008, and any amendments thereto, the final meeting of the members of CSOL was held on 13th March 2025 for the purpose of approving the company's final accounts and passing the necessary resolutions. Accordingly, a notice of completion of liquidation was filed with the Guernsey Registry on the same day, and the status of CSOL was updated to "Voluntary Winding Up – Part 2." Further, if there are no objections until June 16, 2025 the Wholly-owned subsidiary CSOL shall be dissolved pursuant to the said liquidation process.

6. INSURANCE

The fleet of the Company has been adequately insured against Marine and War Risks.

7. DIRECTORS AND KEY MANAGERIAL PERSONNNEL

It is with desolation that the Company announce the passing of Shri. Deepak Chowgule, who served as the Managing Director of the Company from June 1996 to July 2005. Prior to that from 1989 till June 1996 he has served in the capacity of Joint Managing Director. He served for more than 32 years in the Company.

Mr. Deepak Chowgule was more than a leader he was a visionary whose dedication, integrity, and guidance helped shape the identity and growth of our organization. Under his leadership the Company reached significant milestones and fostered a culture of excellence, respect, and collaboration.

Mr. Deepak Chowgule will be remembered not only for his professional accomplishments, but also for his kindness, wisdom, and unwavering commitment to people.

On behalf of the Chowgule family as well as Chowgule Global Group, the Company extend its heartfelt condolences to his family, friends, and loved ones. The Company will be grateful for his legacy and the example he set for all of us.

Further During the year under review, there have been no changes in the composition of Bord of Directors of the Company and there were no changes with respect to the position held by the Key Managerial Personnel of the Company.

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors, during their meeting on May 22, 2025, considered and approved the re-appointment of Mr. Amit Khandelwal as an Independent Director for second term of Five years and continuation of appointment of reappointment of Dr. Rohini Chowgule and Mr. Ramesh Chowgule as Non-executive Director. Additionally, Mr. Ramesh Chowgule, who retires by rotation and being eligible has offered himself for reappointment.

The Company has established a comprehensive Policy for the performance evaluation of the Board, its committees, and individual Directors, including both Independent and Executive Directors. This policy outlines specific criteria for assessing the performance of Non-Executive and Executive Directors. The evaluation process considers various factors such as attendance at Board and Committee meetings, active participation, expertise in relevant domains, adherence to the code of conduct, and contributions to the company's vision and strategy.

During the year under review, Mr. Vijay Chowgule, was Executive Director, Mr. Vikram Deshpande was the Chief Financial Officer and Ms. Rinky Gupta was the Company Secretary and Compliance Officer of the Company During the year under review, the non-executive directors of the Company maintained no financial relationships or transactions with the Company, aside from receiving sitting fees, commissions, and reimbursements for expenses incurred while attending Board or Committee meetings.

8. CORPORATE GOVERNANCE

In terms of the listing agreement with the BSE Ltd., the Corporate Governance Report is annexed hereto and forms a part of this Report.

9. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management of the Company. The said Code has been hosted on the website of the Company. All the Board Members and Senior Management have affirmed compliance to the Code.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

a) Observations of Board Evaluation carried out for the year - There were no observations in the Board Evaluation carried for the year.

b) Previous year's observations and actions taken - There were no observations of the Board evaluation for the last financial year

c) Proposed actions based on current year observations - Not applicable

11. REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report. The Remuneration policy is annexed to this Directors Report

12. MEETINGS

During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report which is part of this report. The intervening gap between the Meetings was within the period prescribed under the Act.

13. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of SEBI Listing Regulations. The Chairman of the Audit Committee is an Independent Director. The details of the composition of the Audit Committee are given in the Corporate Governance Report which is part of this report. During the year all the recommendation of the Audit Committee were accepted by the Board.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of SEBI Listing Regulations.

15. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations. The details of meetings and their attendance are included in the Corporate Governance Report.

16. CORPORATE SOCIAL RESPONSIBILITY

During the Financial year 2024-2025 the criteria pertaining to applicability of section 135 and rules made thereunder was attained and accordingly the company has established a Corporate Social Responsibility committee and formulated a corresponding policy, in compliance with Section 135. Detailed information can be found in the Corporate Governance Report and the Annexure to the Director's report pertaining to the details of expenditure incurred towards the Corporate Social Responsibility.

17. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act 2013, annual return form is available on the Company's website www.chowgulesteamhsips.co.in the ‘Investor Information' section.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, hereby state and confirm that: a) in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same. b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and the profit of the Company for that period. c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) the annual accounts have been prepared on a ‘going concern' basis. e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. AUDITORS

Statutory Auditors

Pursuant to the Section 139 of Companies Act, 2013 and other applicable rules there under, M/s. M. N. Chokshi & Co. LLP., Chartered Accountants (Firm Registration No. FRN 101899W/W100812) were appointed as Statutory Auditor of the Company for 5 consecutive financial years commencing from conclusion of 59th Annual General Meeting to conclusion of the 64th Annual General Meeting. i.e. to audit the accounts for the period commencing from 2022-2023 until 2026-2027. Accordingly, M/s. M. N. Chokshi & Co. LLP., Chartered Accountants (Firm Registration No. FRN 101899W/W100812) shall continue to be the Statutory Auditors of the Company till F.Y 2026-2027.

The observation of the Statutory Auditor and explanations of the Board thereon is annexed herewith.

Secretarial Auditors

M/s. Pranay D. Vaidya & Co. was appointed as the Secretarial Auditor of the Company by the Board of Directors at its meeting held on May 22, 2025. Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, the proposal for their reappointment as Secretarial Auditor for the financial years 2025–26 to 2029–30 is being placed before the shareholders at the ensuing Annual General Meeting for their approval.

M/s. Pranay D. Vaidya & Co. shall also issue the Secretarial Audit Reports and other certificates as required under SEBI (LODR) Regulations during the said tenure. Additionally, they served as the Secretarial Auditors for the financial year 2024–25. The observation of the Secretarial Auditor and explanations of the Board thereon is annexed herewith.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

This Director's Report has been approved and adopted by Board of Directors of the Company as on 22nd May, 2025 and as on that date there have been no material changes and commitments which have occurred between the end of financial year and the date of this report which can have impact on financial position of the Company.

However, on 16th June, 2025 the Wholly-owned Subsidiary Chowgule Steamships Overseas Limited has been dissolved through voluntary liquidation process.

21. LOANS, INVESTMENT AND GUARANTEES ETC

During the year under review, the Company has not advanced any loans or made any investments. The balance of Outstanding loans and advances are depicted in Note No. 05 and Note No. 40 of the Standalone Financial Statements forming integral part of the balance sheet

22. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO

In accordance with the requirements of Rule 8 (A) of the Companies (Accounts) Rules 2014, a statement annexed hereto gives the particulars as required under the said rules and forms part of this Report (Annexure 2).

23. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5(1)(i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is enclosed as "Annexure - 3" to this report. The Company do not have employees drawing remuneration in excess of limits prescribed under Section 197 read with rules framed thereunder.

The Company has formulated a policy on materiality of Related Party Transactions for dealing with such transactions in line with the requirements of Listing Regulations. The policy on Related Party Transactions is available on the Company's website viz. chowgulesteamships.co.in. The details of Related party Transaction as required as is Annexed to this Directors Report.

The Risk Management Policy of the Company evaluates various risks surrounding the business of the Company and its subsidiaries and seeks to review and upgrade its risk management process. The Board of Directors formulates strategies and takes necessary steps

26. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future. During the year under review the company has received notices intimating penalties from the stock exchanges for contravention of certain regulations of SEBI (LODR) Regulations 2015. The company has paid the penalties as levied by the authorities.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal controls to commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for: - (a) Adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) Direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism. The Whistle Blower Policy is available on the website of the Company viz www.chowgulesteamships.co.in

29. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company ensures that there is healthy and safe atmosphere for every employee at the workplace. There was no case pertaining to any harassment filed during the year.

30. DEPOSITS (SECTION 73 OF THE COMPANIES ACT 2013):

The Company has not accepted any deposits during the period under review.

31. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) as well as the Report on Board of Directors (SS-4) issued by The Institute of Company Secretaries of India, have been duly followed by the Company.

32. INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code, which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

The said policy can be viewed on our website: www.chowgulesteamships.co.in

33. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise; b. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; c. No fraud has been reported by the Auditors to the Audit Committee or the Board. d. There are no shares lying in demat suspense account/unclaimed suspense account. Hence no disclosure is required to be given for the same

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review there were no application made or any proceedings were pending under insolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review there were no instances of One-Time Settlements.

36. SEXUAL HARASSMENT AT WORKPLACE:

Our Company is committed to maintaining a safe, respectful, and inclusive workplace, free from any form of sexual harassment. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) the company has implemented all laws, provisions and policies for the time being in force During the year under review, 0 (No) case of sexual harassment was reported in line with POSH guidelines.

37. MATERNITY BENEFIT COMPLIANCE:

During the year under review, the company complied with the provisions of the Maternity Benefit Act 1961 along with all the applicable amendments & undertook necessary measures to ensure compliance for all eligible employees.

38. ACKNOWLEDGMENTS:

Directors place on records their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, resellers, bankers, shareholders, State Industries electricity and other Government departments. The Directors also take this opportunity to thank the employees for their dedicated service throughout the year in mitigating these risks.