Sahara Maritime Ltd

To,

The Members Sahara Maritime Limited

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

1. FINANCIAL RESULTS

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

( in Lakhs)

2. STATEMENT OF COMPANIES AFFAIRS:

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

During the financial year 2023-2024, the revenue from operations stood at Rs. 1,350.48 lakhs. The Company incurred total expenses amounting to Rs. 1,285.11 lakhs. Your Company has recorded a net profit of Rs. 77.98 Lacs after deducting extraordinary items, provision of current tax, profit and tax from discontinuing operations and has reported Earnings Per Share of Rs. 3.17 during the financial year 2023-2024.

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

3. DIVIDEND

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

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

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

5. CHANGE IN NATURE OF BUSINESS

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

6. RESERVES

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

7. SHARE CAPITAL Authorized Share Capital

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

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

Issued, Subscribed & Paid-Up Capital

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

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

8. DETAILS OF INITIAL PUBLIC OFFER (IPO):

The Company made its maiden public offer of equity shares by way of fresh issue of equity shares in accordance with Chapter IX of The SEBI (ICDR) Regulations, 2018 as amended, wherein 8,49,600 Equity Shares were offered through the Initial Public Offer. The public offer was opened on 18th December 2023 and closed on 20th December 2023 for all applicants. The 8,49,600 equity shares were offered at an offer price of ^ 81/- per equity Share (including a share premium of ^ 71/- per equity Share). The shares were allotted on 21th December 2023 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE Limited. The Equity shares of the Company were listed on BSE Limited under SME segment with effect from 26th December 2023. The Company's IPO has received an overwhelming response and got oversubscribed by 40.47 times.

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

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

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

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

• Composition of Board:

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

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

Changes in the Board Composition:

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

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

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

Appointment / Retirement by rotation and subsequent re-appointment:

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

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

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

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

Key Managerial Personnel (KMP):

Independent Directors:

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

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

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

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

21.12.2023, 22.02.2024.

Directors' attendance:

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

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

Committees of Board:

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

A. Audit Committee:

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

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

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

Vigil Mechanism:

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

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

B. Nomination And Remuneration Committee:

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

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

Nomination and Remuneration Policy:

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

C. Stakeholders and Relationship Committee:

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

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

11. PERFORMANCE EVALUATION:

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

12. DECLARATION BY INDEPENDENT DIRECTORS:

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

13. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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

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

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

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. PUBLIC DEPOSIT:

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

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

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

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

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

16. ANNUAL RETURN:

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

17. TRANSACTIONS WITH RELATED PARTIES:

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

18. BOOK CLOSURE DATE:

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

19. MATERIAL CHANGES AND COMMITMENT:

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

20. POLICY FOR PREVENTION OF INSIDER TRADING:

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

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

21. PARTICULAR OF EMPLOYEES:

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

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

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

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

23. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

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

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

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

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

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

26. CORPORATE GOVERNANCE:

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

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

28. STATUTORY AUDITORS:

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

29. SECRETARIAL AUDITORS

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

30. REPORTING OF FRAUD:

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

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

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

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

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

33. MAINTENANCE OF COST RECORDS:

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

34. GENERAL DISCLOSURE:

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

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

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

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

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

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

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

35. APPRECIATIONS AND ACKNOWLEDGEMENT:

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