Directors Report of Transworld Shipping Lines Ltd.

Mar 31, 2025

Your Directors are pleased to submit the 37^th Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) along with Auditors'' Report for the financial year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS:

The financial highlights of the Company for the current year and previous year on a standalone and consolidated basis are as under:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24

Revenue from Operations	44,627	28,239	44,627	28,239
Other Income	769	4,582	769	4,582
Profit/Loss before Interest, Depreciation, Finance Cost and Tax Expense	16,388	6,969	16,381	6,969
Finance Cost	3,126	3,724	3,126	3,724
Depreciation	8,359	7,965	8,359	7,965
Profit/Loss before Tax, Prior Year Adjustment & Exceptional Item	4,903	(4,721)	4,896	(4,721)
Exceptional Item	1,341	34	1,341	34
Share of profit of an associate & a joint venture		-	1	1
Deferred Tax	(44)	28	(44)	28
Current Tax	210	319	210	319
Profit/ (Loss) After Tax	3,396	(5,102)	3,390	(5,101)
Other Comprehensive Income / (Loss)	(10)	205	(10)	205
Total Comprehensive Income / (Loss)	3,386	(4,897)	3,380	(4,896)
Balance Brought Forward from Previous Year	51,749	57,211	51,547	57,008
Amount Available for Appropriation
Appropriations:
Transfer to Tonnage Tax Reserve	(679)	-	(679)	-
Re-measurement of deferred benefit plans	(9)	(32)	(9)	(32)
Transfer from other reserves	-	-	203	-
Dividend paid on equity shares	-	(328)	-	(328)
Balance Carried Forward to Balance Sheet	54,457	51,749	54,452	51,547

The financial statements (standalone and consolidated) have been prepared by the Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time

DIVIDEND

The Company proposes a Dividend of Rs.1.50/- (15%) for the financial year 2024-25 subject to approval of shareholders at the ensuing Annual General Meeting of the Company. The dividend will be paid to the Members whose name appear in the Register of Members as on the record date i.e. 25^th July 2025 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The total outflow will be Rs.32,936,299.50/-

DIVIDEND DISTRIBUTION POLICY

Pursuant to the requirements of Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (referred as âSEBI (LODR) Regulations, 2015'') the Board of Directors have adopted a Dividend Distribution Policy and Dividend recommended for FY 2024-25 is in accordance with the said Policy. The said Policy is available on the Company''s website and the web-link of the same is mentioned in the Report on Corporate Governance.

SHARE CAPITAL

The Company''s total paid up Equity Share Capital continues to stand at Rs. 21,95,75,330/- as on 31^st March 2025 comprising of 2,19,57,533 nos. of Equity Shares of face value of Rs. 10/- each. During the year, the Company has not issued any shares or convertible securities. The Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

FINANCIAL LIQUIDITY

The Company consistently maintained a positive cash balance throughout the year ended 31^st March 2025. It covers daily financial needs with operational cash flow and regularly monitors forecasts to ensure adequate liquidity. Excess cash is held as cash and cash equivalents or invested in interest-bearing term deposits and highly marketable debt instruments to maximize returns while ensuring liquidity to meet its liabilities.

REVIEW OF OPERATIONS

The Company''s current fleet stands 12 vessels (with a total capacity of 2,79,962 MT GRT and 3,62,413 MT DWT) comprising 10 container vessels (22,046 TEUs) and 2 dry bulk vessels (69,402 MT DWT), being India''s one of the largest container tonnage owning Company. The current container ship tonnages are rightly sized and priced to suit the coastal trade. A detailed fleet profile forms part of this Annual Report.

The shipping market in FY 2024-25 continued to experience volatility, though with some signs of stabilization compared to the pronounced disruptions of the previous year. The imbalance between supply and demand persisted, albeit at a moderated pace, as the after-effects of fleet overexpansion in 2023 continued to ripple through the market. The Shanghai Containerized Freight Index (SCFI) surged over 150% YoY, fueled by early shipments ahead of U.S. tariffs on China. Global container volumes rose 5.1% to 210M TEU, with Asia-North America and Asia-Europe routes up 15.2% and 6.8%, respectively. Suez Canal disruptions forced rerouting via the Cape of Good Hope, tightening effective capacity. By October 2024, Asia-Europe fleet deployment jumped 27% to 7.4M TEU, constraining overall fleet growth. Dry Bulk fleet is expected to grow 5.2% between end 2024 and end 2026.

As reported last year, our vessel M.V. SSL Brahmaputra had experienced an Engine Room fire on 1^st January 2024 at the Gujarat coast enroute to Jebel Ali-Sohar, UAE. All crew members were safe and no pollution was reported. The vessel was taken out of operation for repairs. The incident was promptly reported to insurers. Repairs were completed at Jebel Ali by 9^th April 2024, after which the vessel was returned to the Charterers. There has been six cargo claims brought on vessel M.V. SSL Brahmaputra . These matters are currently pending before the relevant courts. The Company does not expect any liability to arise from these potential cargo claims, as it is adequately insured against such risks. The details are included in this Report and Financial Statements.

CREDIT RATING

In recognition of the sound financial health and disciplined approach to risk management, CRISIL Ratings Limited has reaffirmed the long-term credit rating at ''CRISIL A-/Stable'' for the long-term bank facilities.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year, the name of the Company was changed from âShreyas Shipping and Logistics Limitedâ to âTransworld Shipping Lines Limitedâ with effect from 23^rd September 2024, following the necessary approvals. Consequently, the Memorandum of Association and Articles of Association of the Company were amended.

The Company has incorporated a Wholly Owned Subsidiary, namely âTransworld Sea-Connect IFSC Private Limitedâ, on 4^th September 2024 and is duly registered with the International Financial Services Centre Authority in GIFT City, Gujarat, The said entity shall carry on the business as an International Financial Services Centre (IFSC) unit in accordance with International Financial Services Centres Authority (IFSCA) Act, 2019 and any other applicable laws and regulations.

CORPORATE SOCIAL RESPONSIBILITY

The Company adheres to ethical principles and strives to generate positive societal impact. Its business practices extend beyond profitability, prioritizing the interests of stakeholders, including employees, clients, communities, and the environment.

During the financial year, the Board of Directors of the Company reconstituted the Corporate Social Responsibility (CSR) Committee to effectively steer and oversee the Company''s CSR initiatives. The reconstituted CSR Committee currently comprises of Ms. Anisha V Ramakrishnan (Chairperson), Mr. Ramakrishnan Sivaswamy Iyer (Executive Chairman), Mr. Ajit George Paul (Independent Director), Mr. Ritesh S. Ramakrishnan (Non-Executive, NonIndependent Director) and Ms. Sangeeta Kapil Jit Singh (Independent Director). The members of the Committee met twice during the year.

The Company has adopted a CSR policy in line with the requirement of the Companies Act 2013. The CSR Policy is also available on the website of the Company and the web-link of the same is mentioned in the Report on Corporate Governance.

The Annual report on CSR activities and expenditure as required under the relevant act is annexed to this Report. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Membership No. 003990S/S200018) were appointed as the Statutory Auditors of the Company for term of five (5) consecutive years commencing from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting (AGM) to be held in the calendar year 2027.

M/s. PKF Sridhar & Santhanam LLP have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Statutory Auditors of the Company, M/s. PKF Sridhar & Santhanam LLP have issued the Audit Report with modified opinion on the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended 31^st March 2025. The report given by the Statutory Auditors on the financial statements of the Company is part of this Report.

Basis for Qualified Opinion on the Annual Consolidated and Standalone Financial Results:

Attention is invited to note no. 6 to the Statement which explains the Group''s basis for recording the reimbursement claim on cost of repairs and loss adjustment expenditure resulting from a fire inside at its vessel MV. SSL Brahmaputra in earlier reporting periods. Pending receipt of approvals on acceptance of claim, we believe that the insurance claim income should have been recognised only upon acknowledgement of liability by the insurers. Our opinion on the consolidated financial results for the quarter and year ended 31^st March 2024 and our conclusion in the review report for the quarters and year to date ended 30^th June 2024, 30^th September 2024 and 31^st December 2024 were accordingly qualified.

During the quarter and year ended 31^st March 2025, consequent to receipt of final survey report and as a matter of prudence, pending discussion / submission of additional documentation and final general loss adjustment by average adjuster, the Group has reversed insurance claim recoverable of Rs. 1,341 lakhs not yet approved. Had the income against the insurance claim been recognised during the year ended 31^st March 2025 upon receipt of final survey report instead of year ended 31^st March 2024, the net profit after tax and total comprehensive income for the year ended 31^st March 2025 would have increased by Rs. 3,089 lakhs, earnings per share for the year would have been Rs. 29.50. Our opinion is modified in this regard. As there would not be any change to the shareholders'' funds and other current financial assets balance reported as on 31^st March 2025, our opinion is not modified in this regard.

Managementâs View:

One of its vessels MV "SSL Brahmaputra" met with fire onboard on 01^st January 2024 and the Group had charged the cost of repairs and estimated loss adjustment expenditure incurred upto 31^st March, 2024 of Rs. 3,430 lakhs (including towing charges) to statement of profit and loss as an exceptional item. On the basis of management''s assessment, duly supported by an Initial Survey Report of an independent expert, the Group had recognised the corresponding insurance claim of Rs. 3,089 lakhs. It was subject matter of auditors qualification for results for the quarter and year ended 31^st March 2024.

The auditors have modified their review report since the claim receivable was accounted is previous periods instead of current quarter. However, there is no change in Networth and Total Assets as on 31^st March 2025.

The Auditors'' Report is enclosed with the financial statements forming part of the Annual Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s V.M. Kundaliya & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended on 31^st March 2025.

The Secretarial Auditors'' Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors'' Report is annexed to this report.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated 08^th February 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. V.M. Kundaliya & Associates, Practicing Company Secretaries with the stock exchanges where shares of the Company are listed.

APPOINTMENT OF SECRETARIAL AUDITOR

In compliance with Regulation 24A of the SEBI (LODR)Regulations, 2015 and Section 204 of the Companies Act, 2013 the Board at its meeting held on 27^th May 2025, based on recommendation of the Audit Committee, has approved the appointment of Mr. B. Durgaprasad Rai, Peer Reviewed Practicing Company Secretary having Certificate of Practice No. 4390, as Secretarial Auditor of the Company for a term of five consecutive financial years with effect from 1^st April 2025 to 31^st March 2030, subject to approval of the Members at the ensuing AGM.

SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as mandated under the Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS

During the year, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee any material fraud on the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, the details of which need to be mentioned in Board''s Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

During the year, there have been no significant or material orders passed by any regulators, courts, or tribunals that would have an impact on the going concern status of the Company or its operations in the future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions (referred as the âRPT Policyâ) as approved by the Board of Directors. The RPT Policy is available on the Company''s website and the web-link of the same is mentioned in the Report on Corporate Governance and the same is considered for the purpose of identification and monitoring Related Party Transactions (RPTs).

During the year, the Board approved amendment to the RPT Policy at its meeting on 12^th February 2025, based on the Audit Committee''s recommendation. These changes were made to incorporate the amendments to the SEBI (LODR) Regulations, 2015.

All Related Party Transactions and subsequent material modifications if any are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm''s length. All Related Party Transactions are subject to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI (LODR) Regulations, 2015.

During the period under review, all transactions entered into by the Company with the Related Parties were at arm''s length and in the ordinary course of business and adhered to the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. The contracts/arrangements/ transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is included in this Report.

ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the FY 2024-25 in Form MGT-7 is available on the website of the Company at https://www.transworld.com/transworld-shipping-lines/

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 the Management Discussion and Analysis Report for the year provides a comprehensive analysis of the Company''s performance, growth and outlook of the Company and its business forms part of this Report. It also covers economic factors that impacted the growth of the business during the year under review.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel (KMP) and employees as required under Section 134 (3)(Q) and Section 197 of the Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year 2024-25, percentage increase in remuneration of Executive Chairman, Managing Director, Chief Executive Officer, Chief Financial Officer and the Company Secretary during the Financial Year 2024-25.

Sr. No	Name of the Director/KMP	Designation	Percentage increase in Remuneration in FY 24-25	Ratio of remuneration of each Director/ KMP to median remuneration of the employees

1.	Mr. Ramakrishnan Sivaswamy Iyer	Executive Chairman	- 20.24 %	27 times
2.	Capt. Milind K. Patankar	Managing Director	- 1.86%	13.5 times
3.	Mr. Ritesh S. Ramakrishnan*	Non-Executive, Non-Independent Director	-	-
4.	Ms. Anisha V. Ramakrishnan*	Non-Executive, Non-Independent Director	-	-
5.	Ms. Sangeeta Kapil Jit Singh*	Non-Executive, Independent Director	-	-
6.	Mr. Deepak Shetty*	Non-Executive, Independent Director	-	-
7.	Mr. Ratnagiri Sivaram Krishnan*	Non-Executive, Independent Director	-	-
8.	Mr. Ajit George Paul*	Non-Executive, Independent Director	-	-
9.	Mr. Anil Kumar Gupta*	Non-Executive, Independent Director	-	-
10.	Capt. Ashish Chauhan#	Chief Executive Officer	-9.66%	4.31 times
11	Mr. Rajesh Desai	Chief Financial Officer	-8.12%	6.09 times
12.	Ms. Namrata Malushte	Company Secretary and Compliance Officer	-8.12%	4.82 times

*Non-Executive Directors and Independent Directors of the Company are paid sitting fees for attending the meetings. The details of sitting fees are provided in the Corporate Governance Report based on the number of meetings attended by Non-Executive Directors and Independent Directors.

The Board, at its meeting held on 08^th August 2024 and based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following appointments to the Board respectively:

#Capt. Ashish Chauhan has been appointed as Chief Executive Officer (Key Managerial Personnel) of the Company with effect from 09^th August 2024.

Permanent Employees on the rolls of the company as on 31^st March 2025: 50 Percentage increase in the median remuneration of employees in the financial year: 9%

Average percentage increase made in the salaries of employees (other than managerial personnel) was 9% while increase in managerial remuneration was -9.60%. Average increase in the remuneration of the employees other than Managerial Personnel is in line with the industry practice and is within the normal range.

We affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

As per the provisions of Section 136 of the said Act, this Report and Financial Statements are being sent to the members of the Company and others entitled thereto, excluding the statement on particulars of employees required under Section 197(12) read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Members who are desirous of obtaining the said information may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance, recognizing that sound governance practices are vital to fostering trust and confidence among shareholders and all other stakeholders. Corporate governance forms the foundation for effective management and robust decision-making, promoting accountability, transparency, and ethical conduct throughout the organization.By adhering to best practices and complying with all applicable regulatory requirements, the Company aims to create a governance framework that supports long-term value creation, sustainability, and corporate integrity.

A separate report on Corporate Governance forms part of this Annual Report. This includes a certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015.

The Business Responsibility and Sustainability Report (BRSR) as per the format specified by Securities & Exchange Board of India forms part of this Annual Report.

A separate section on Environment, Social & Governance (ESG) also forms part of this Annual Report.

A Certificate of the Managing Director and Chief Financial Officer of the Company in terms of SEBI (LODR) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investment made by the Company under Section 186 of the Companies Act, 2013, during the financial year 2024-25 are provided in the Notes to Financial Statements.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2025 the Company has not transferred any amount to Reserves.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this Annual Report, the Board comprises a diverse mix of Executive and Non-Executive Directors with majority of Independent Directors. The Company has nine (9) Directors consisting of four (4) Non-Independent Directors (including 2 Whole Time Directors) and five (5) Independent Directors.

i. Re-appointment

a) At the Annual General Meeting held on 19^th September 2024, Ms. Anisha V Ramakrishnan (DIN: 09263983) was re-appointed as Non-Executive Director of the Company, liable to retire by rotation, in accordance with the provisions of section 152(6) of the Companies Act, 2013.

b) In accordance with the provisions of Section 149, 152 and other applicable provisions, if any, of the Act , read with the rules made thereunder and pursuant to SEBI (LODR) Regulations, 2015, the Board of Directors at its meeting held on 27^th May 2025, on the recommendation of the Nomination and Remuneration Committee has approved and recommended the re-appointment of Mr. Ajit George Paul (DIN: 08862403) as Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 05^th January 2026 and ending on 04^th January 2031 and Mr. Ratnagiri Sivaram Krishnan (DIN: 06975736) as Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 06^th April 2026 and ending on 05^th April 2031. The Resolution seeking their re-appointment along-with their profile and other details as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI (LODR) Regulations, 2015 forms part of the Notice of 37^th Annual General Meeting.

c) Director retiring by rotation

In accordance with the provisions of Section 152 of the Act read with the Rules made thereunder and the Articles of Association of the Company, Mr. Ritesh S. Ramakrishnan, Non-Executive Non-Independent Director (DIN: 05174818) is liable to retire by rotation at the ensuing AGM and being eligible seeks reappointment. The Board of Directors at its meeting held on 27^th May 2025, on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Ritesh S. Ramakrishnan. The Resolution seeking his re-appointment along-with his profile and other details as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI (LODR) Regulations, 2015 forms part of the Notice of 37^th Annual General Meeting.

ii. Appointment of Key Managerial Personnel

The Board, at its meeting held on 08^th August 2024 and based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the appointment of Capt. Ashish Chauhan as Chief Executive Officer, (Key Managerial Personnel) of the Company with effect from 09^th August 2024.

iii. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company in terms of the provisions of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as on the date of this Integrated Annual Report

â¢ Mr. Ramakrishnan Sivaswamy Iyer, Executive Chairman

â¢ Capt. Milind K. Patankar, Managing Director

â¢ Capt. Ashish Chauhan, Chief Executive Officer

â¢ Mr. Rajesh Desai, Chief Financial Officer

â¢ Ms. Namrata Malushte, Company Secretary and Compliance Officer Declaration by Independent Directors

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of the Company have given the certificate of independence to the Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

As required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms that the Independent Directors fulfil the conditions specified under Schedule V of the SEBI (LODR) Regulations, 2015 and are independent of the management.

The Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-Executive directors and Executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is an appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

A matrix of the skills/expertise/competencies possessed by the Board of Directors is provided in the Corporate Governance report, as mandated by SEBI (LODR) Regulations, 2015.

iv. Familiarisation Programme for Independent Directors and Non-Executive Directors:

To ensure that all Board members are well-equipped to perform their roles effectively, the Company offers multiple opportunities for Directors to familiarize themselves with the Company, its Management, and its operations. The Company is committed to ensuring that its Directors are well-prepared to fulfill their governance roles. Through a structured orientation process, ongoing communication and training sessions, the Company supports its Directors in understanding its operations, industry landscape, and governance practices.

Orientation for Directors:

1. Formal Appointment Process: Independent Directors are formally briefed on their roles and responsibilities through a detailed letter of appointment. This document outlines their duties, legal obligations, and expectations.

2. Executive Overview: Executive Directors and Senior Management provide an in-depth overview of the Company''s operations. This includes familiarizing new Non-Executive Directors with the Company''s values, commitments, organizational structure, and the constitution of various committees.

3. Board and Committee Procedures: New Directors are introduced to the procedures and functioning of the Board and its committees. This includes an overview of board procedures, risk management strategies, and other critical governance practices.

4. Interactive Presentations: Relevant presentations are made to the Board, providing Directors with the opportunity to engage directly with Senior Management. These sessions facilitate a deeper understanding of operational and strategic issues. Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Framework for Related Party Transactions are also made available for their information.

5. Ongoing Updates: Directors are kept informed of significant developments within the Company through timely emails and updates. This ensures that they are aware of the latest changes and can make informed decisions.

Pursuant to Regulation 46 of the SEBI (LODR) Regulations, 2015, the details required are available on the website of the Company at https://www.transworld.com/transworld-shipping-lines/

v. Evaluation Mechanism

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015, the evaluation process for the performance of the Board, its committees and individual Directors was carried out internally.

The Board of Directors undertakes a comprehensive performance evaluation process to ensure effective governance and continuous improvement. This evaluation involves soliciting input from all Directors on various criteria, including:

â¢ Board Composition and Structure: Assessing the effectiveness and diversity of the Board''s composition.

â¢ Board Processes: Evaluating the efficiency and effectiveness of Board processes and procedures.

â¢ Information and Functioning: Reviewing the adequacy of information provided to the Board and the overall functioning of Board meetings.

Independent Directors'' Review

The Independent Directors conducted a thorough review of the Board and its Committees. They expressed satisfaction with the Board''s functioning and appreciated the leadership of the Executive Chairman and Managing Director. The Independent Directors commended their roles in maintaining the Company''s values and upholding high standards of Corporate Governance.

Performance Evaluation of Independent Directors

The performance evaluation of each Independent Director was carried out by the entire Board, excluding the Independent Director being evaluated. This approach ensures an impartial and comprehensive assessment of individual contributions and effectiveness.

The outcomes of the evaluation conducted by the Independent Directors were shared with the Board. The Board of Directors has reviewed the results and expressed their satisfaction with the findings, confirming the effectiveness of the Board''s governance practices.

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to the provision of Section 178 of the Companies Act, 2013, the Company has adopted a policy for remuneration of Directors, Key Managerial Personnel and Senior Management of the company as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination and Remuneration Committee and the Board of Directors while making a selection of the candidates. The Policy on Appointment of Directors and Nomination and Remuneration Policy of the Company are available on the Company''s website and the web-link of the same is mentioned in the Report on Corporate Governance.

BOARD MEETINGS

During the year, five (5) meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report forming part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

RISK MANAGEMENT

In accordance with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015, the Company has set up a Risk Management Committee for periodically evaluating the various risks. The Company has also adopted Risk Management Policy wherein all associated business risks are factored, identified and assessed and mitigation measures adopted. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

The policy on Risk Management may be accessed on the website of the Company and the web-link of the same is mentioned in the Report on Corporate Governance.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has established a robust internal control system that is well-suited to the nature, size, and complexity of its operations. These internal controls are designed to ensure the integrity of financial reporting, compliance with laws and regulations, and the efficiency of operations. The effectiveness of the internal control systems is routinely tested and certified by both Statutory and Internal Auditors. The internal controls encompass all key business areas and are continuously reviewed to ensure they are operating effectively. The main thrust of Internal Auditor is to test and review controls, appraisal of risks and business processes, benchmarking controls with best practices in the industry.

Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening the Company''s risk management policies and systems.

During the year No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a comprehensive Vigil Mechanism (the Whistle Blower Policy) to encourage Directors and employees to report concerns related to unethical behavior, actual or suspected fraud, or violations of the Code of Conduct/Business Ethics. The Vigil Mechanism is designed with adequate safeguards to protect individuals who use the system from any form of victimization or retaliation.

All cases registered under the Whistle Blower Policy of the Company are to be reported to and are subject to the review of the Audit Committee. The Whistle Blower also has direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy may be accessed on the website of the Company and the web-link of the same is mentioned in the Report on Corporate Governance.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Respect and Integrity are integral to our Core Values, inherited from our Founding Father. The Company is dedicated to maintaining a safe, supportive, and friendly work environment where these values are reflected in everyday interactions. The Company is committed to ensuring a workplace free from discrimination and harassment, fostering an inclusive and respectful atmosphere for all employees.

In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has formulated and implemented a comprehensive Sexual Harassment (Prevention and Redressal) Policy.

Internal Complaints Committee

To resolve the complaints of sexual harassment and matters connected therewith, the Company has re-constituted an Internal Complaints Committee on 12^th February 2025 with an external lady representative with requisite experience as a member of the Committee in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In order to bring in awareness in this area, the Company conducted awareness sessions for all its employees in association with Complykaro where they had to undergo an audio-visual training session post which they were awarded a Certification of Completion.

During the year ended 31^st March 2025, the Company has not received any complaints pertaining to Sexual Harassment. DEPOSITS

The Company has not accepted any deposit and as such no amount of principal and interest are outstanding as at the Balance Sheet date.

COST RECORDS IBC PROCEEDINGS, VALUATION ETC

In accordance with Section 148 (1) of the Companies Act 2013 and any amendments thereto, the Company is not required to maintain cost records in respect of the activities carried on by the Company hence there is no applicability of maintaining cost records or carry out cost audit. .

Neither was any application made, nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016 in respect of the Company during or at the end of the financial year 2024-25.

The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

i. Joint Venture

The Company has one joint venture namely Shreyas-Suzue Logistics (India) LLP. The Company holds a 50% ownership interest in this joint venture entity.

ii. Incorporation of Wholly Owned Subsidiary

The Company has incorporated a Wholly Owned Subsidiary, namely âTransworld Sea-Connect IFSC Private Limitedâ, on 04^th September 2024 and is duly registered with the International Financial Services Centre Authority in GIFT City, Gujarat, The said entity shall carry on the business as an International Financial Services Centre (IFSC) unit in accordance with International Financial Services Centres Authority (IFSCA) Act, 2019 and any other applicable laws and regulations. Transworld Sea-Connect IFSC Private Limited, is yet to commence its business operations.

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the SEBI (LODR) Regulations, 2015, can be accessed on Company''s website and the web-link of the same is mentioned in the Report on Corporate Governance.

CONSOLIDATED ACCOUNTS

The audited consolidated financial statements have been prepared which present the financial information about the Company and its Joint-venture Co., Shreyas-Suzue Logistics (India) LLP and Transworld Sea-Connect IFSC Private Limited, a wholly owned subsidiary of the Company.

The audited consolidated financial statements together with the Auditor''s Report thereon forms part of the Annual Report. Pursuant to Section 129 (3) of the Act, Form AOC-1, a statement containing salient features of the financial statements of wholly owned subsidiary and joint venture of the Company is given in this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, the Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that appropriate accounting policies have been selected and applied consistently. The Directors 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 of the Company for that period;

c) that proper and sufficient care was taken 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) that the annual accounts are prepared on a going concern basis;

e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

The Company remains committed to driving sustainability through energy efficiency and emission reduction in our operations. While the broader decarbonization of the shipping industry requires the adoption of greener fuels, the Company recognizes that its existing fleet is not yet compatible with renewable fuel alternatives, nor is the necessary infrastructure widely available. In the interim, the focus lies on enhancing energy efficiency and implementing best practices across the fleet.

All vessels in the Company''s fleet operate under an approved Ship Energy Efficiency Management Plan (SEEMP) Part III, which facilitates strategic energy management and continual improvement. Onboard measures include the use of LED lighting and energy-efficient appliances, which collectively contribute to energy conservation. One of the vessels was applied with anti-fouling coating on the hull. A digital platform has been deployed to monitor and track fuel consumption in real-time. This allows for better-informed decisions around maintenance scheduling, which in turn optimizes generator usage while sailing and minimizes unnecessary fuel consumption.

Energy Transition Initiatives

The Company is proactively collaborating with partners across the maritime sector to explore and pilot alternative energy solutions, thereby supporting innovation in sustainable shipping technologies.

Compliance with International Maritime Organizationâs Data Collection System (IMO DCS):

Since January 1, 2019, compliance with the International Maritime Organization (IMO)''s Data Collection System (DCS) has been mandatory for vessels above 5,000 gross tonnage (GT). In line with Regulation 22A of MARPOL Annex VI, the vessels report annual fuel consumption data, distance travelled, and sailing hours to the respective Flag State. This data is then verified and submitted to the IMO to support future GHG reduction policy making. The Company has established robust systems and proceduresâapproved by Recognized Organizations (ROs)-to ensure quality-controlled collection, storage, and transmission of relevant data, and it continues to comply with all applicable MARPOL air pollution prevention requirements.

GHG Emission Quantification and Reporting

The Company has voluntarily undertaken the quantification and disclosure of Scope 1, Scope 2, and Scope 3 greenhouse gas (GHG) emissions since FY 2021-22. This initiative ensures transparency and provides stakeholders with standardized and reliable emissions data, independently assured by a third-party auditor.

We adhere to globally recognized frameworks and standards including:

â¢ Greenhouse Gas Protocol - for comprehensive accounting and reporting of GHG emissions.

â¢ SASB (Sustainability Accounting Standards Board) - utilizing Marine Transportation industry-specific standards.

â¢ GRI (Global Reporting Initiative) - for disclosing impacts on climate change, human rights, and ethics.

Compliance With Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII):

With the enforcement of the Energy Efficiency Existing Ship Index (EEXI) regulations from January 1, 2023, the Company has completed EEXI calculations and vessels have now been equipped with Engine Power Limitation (EPL) systems, restricting the engineâs maximum power output and directly reducing carbon emissions. EPL plays a key role in reducing emissions by limiting engine power and fuel consumption, thus supporting our commitment to the IMO''s decarbonization targets.

To monitor performance and compliance with the Carbon Intensity Indicator (CII) framework, the Company uses a digital analytics platform to track fuel consumption and CII trends. Operational measures such as weather routing, hull cleaning, trim and ballast optimization, and EPL have been implemented to improve efficiency. Through this proactive monitoring, the Company is able to identify underperforming vessels and implement timely corrective actions to maintain the most favorable CII ratings.

Innovation, Compliance, and Cybersecurity: Building a Future-Ready Enterprise

â¢ Upgraded its vesselsâ IT infrastructure and security, aligning them with the latest advancements in technology and modern cybersecurity innovations. The Company''s vessels are now equipped with secure satellite communication systems, latest operating systems, firewalls, intrusion detection mechanisms, and monitoring connected to onshore security operations centres. The Company has adopted next-generation endpoint protection, secure remote access protocols, and IMO-compliant cybersecurity frameworks. In addition, encrypted communication systems to dynamically mitigate risks while ensuring maritime operational continuity and regulatory compliance.

â¢ Implemented Level 4 immutable backups for financial data, ensuring robust protection through cutting-edge cybersecurity technology. These backups cannot be altered, deleted, or encrypted even by privileged users, thus safeguarding critical financial records from ransomware, insider threats, and accidental loss. The Company''s solution includes automated backup validation and seamless cloud integration, providing tamperproof data storage that supports the compliance and business continuity strategies.

â¢ IT Cybersecurity Awareness Training across the organization, tailored to the latest technology trends and cyber threat landscape. The Company''s employees are trained to absorb current cyber risks, adapt to evolving attack techniques such as AI-driven phishing and deepfakes, and innovate through the use of security best practices like Zero Trust, MFA, and advanced endpoint protection. This initiative has helped foster a culture of cyber resilience where every team member contributes actively to its digital defence.

â¢ Phishing simulation email campaigns, using state-of-the-art tools to test and improve the employees'' response to realistic, AI-driven phishing threats. These simulations mirror real-world attacks, including business email compromise and credential harvesting. With adaptive scenario updates and machine learning-based behaviour analysis, the Company provides targeted feedback and just-in-time training. This initiative has strengthened the cyber resilience and embedded a proactive security culture throughout the organization.

As we continue to embrace technology and innovation, the Company remains committed to leveraging the latest

advancements to drive operational excellence and deliver value to its stakeholders.

Foreign Exchange Earnings and Outgo

With regards to foreign exchange earnings and outgo for the financial year 2024-2025, the position is as under:

(Rs. in lakhs)
(i)	Foreign exchange earnings including proceeds on sale of ship (on accrual basis)	42413.8
(ii)	Foreign exchange outgo including operating components, spare parts, including vessel acquisition cost, loan repayment and other expenditure in foreign currency (on accrual basis)	17470.8
(iii)	Foreign exchange outgo towards investment in Gift City	170.00

EVENTS POST CLOSURE OF FINANCIAL YEAR

Transfer of Unclaimed Shares to Unclaimed Suspense Account

Pursuant to Regulation 39 and Schedule V and VI of the SEBI (LODR) Regulations, 2015 the Company has transferred unclaimed shares in its Unclaimed Suspense Account details of which are given below:

Particulars	No. of Records	No. of Shareholders	No. of Equity Shares

Aggregate number of shareholders/records and the outstanding shares in the Unclaimed Suspense Account lying as on 01^st April 2024	4	3	400
Number of shareholders who approached the Company for transfer of shares and shares transferred from suspense account during the year	0	0	0
Number of shareholders /records whose shares were transferred from suspense account to the demat account of Investor Education and Protection Fund under the provisions of Section 124(6) of the Companies Act, 2013	0	0	0
Number of shareholders /records and aggregate number of shares transferred to the Unclaimed Suspense Account during the year	4	3	400
Aggregate number of shareholders and outstanding shares in the Unclaimed Suspense Account lying as on 31^st March 2025	4	3	400

Voting rights on shares lying in the Unclaimed Suspense Account shall remain frozen till the rightful owner of such shares establishes his/her title of ownership to claim the shares.

CAUTION STATEMENT

The Board''s Report and Management Discussion & Analysis may contain certain statements that reflect the Company''s objectives, expectations, or forecasts. These statements are forward-looking in nature, as defined by applicable securities laws and regulations. However, actual outcomes may differ materially from those expressed or implied in such forward-looking statements due to various risks and uncertainties.

The Company is under no obligation to update any forward-looking statements. Several factors, including, but not limited to, economic developments, pricing dynamics, demand-supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation, and industrial relations, could significantly influence the Company''s performance and operations.

ACKNOWLEDGEMENTS

The Directors extend their heartfelt gratitude to the Company''s clients, vendors, charterers, business associates, main line operators, investors, shareholders, and bankers for their unwavering support throughout the year. We are committed to building and nurturing robust relationships with each of you, grounded in mutual respect and cooperation.

Our sincere thanks also go to all employees for their hard work, dedication, and commitment. Employees enthusiasm and relentless efforts have allowed the Company to maintain its leading position in the industry, despite the increasing competition from both existing and new players.

We would also like to express our deep appreciation for the support and cooperation received from the Government of India and its various ministries and departments, including the Ministry of Ports, Shipping and Waterways, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, and the Central Board of Excise and Customs. We are also grateful to the Indian National Shipowners Association, port authorities, insurance companies, and Protection and Indemnity clubs for their continued support during the year.

Mar 31, 2024

Your Directors are pleased to submit the 36^th Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) along with Auditors'' Report for the financial year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS:

The financial highlights of your Company for the current year and previous year on a standalone and consolidated basis are as under:

Rs. In Lakhs

Particulars	Standalone Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	28,239	48,378	28,239	48,378
Other Income	4,582	1,919	4,582	1,919
Profit/Loss before Interest, Depreciation, Finance Cost and Tax Expense	6,969	26,521	6,969	26,530
Finance Cost	3,724	1,842	3,724	1,842
Depreciation	7,965	4,750	7,965	4,750
Profit/Loss before Tax, Prior Year Adjustment & Exceptional Item	(4,721)	19,929	(4,721)	19,938
Exceptional Item	34	-	34	-
Share of profit of an associate & a joint venture	-	-	1	-
Deferred Tax	28	50	28	50
Current Tax	319	198	319	198
Profit/ (Loss) After Tax	(5,102)	19,681	(5,101)	19,690
Other Comprehensive Income / (Loss)	205	(194)	205	(194)
Total Comprehensive Income / (Loss)	(4,897)	19,487	(4,896)	19,496
Balance Brought Forward from Previous Year	57,211	42,082	57,008	41,870
Amount Available for Appropriation
Appropriations:
Transfer to Tonnage Tax Reserve	-	(4,000)	-	(4,000)
Re-measurement of deferred benefit plans	(32)	(3)	(32)	(3)
Dividend paid on equity shares	(328)	(549)	(328)	(549)
Balance Carried Forward to Balance Sheet	51,749	57,211	51,547	57,008

The financial statements (standalone and consolidated) have been prepared by your Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

DIVIDEND

In order to conserve the resources for further expansion plans and operational requirements, your Directors have not recommended any dividend for the year under review.

SHARE CAPITAL

Your Company''s total paid up Equity Share Capital continues to stand at Rs. 21,95,75,330/- as on 31^st March 2024 comprising of 2,19,57,533 Equity Shares of Rs. 10/- each. During the year, your Company has not issued any shares or convertible securities. Your Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

FINANCIAL LIQUIDITY

The Company maintained a positive cash balance throughout the year ending 31^st March 2024. It uses cash flow from operations to cover daily financial obligations and regularly monitors forecasts to ensure adequate liquidity. Surplus cash, beyond immediate operational needs, is kept as cash and cash equivalents or invested in interest-bearing term deposits and highly marketable debt investments to optimize returns while ensuring liquidity to meet its liabilities.

REVIEW OF OPERATIONS

Your Company consciously took efforts to realign its fleet during the year 2023-24. During FY 2023-24, your Company has sold 2 vessels, and one vessel was Dry docked. The Company is the largest container ship owners with 10 feeder vessels with a total capacity of 22,046 TEUs. Additionally, your Company also owns 2 handy size dry bulk carriers with an aggregate of 69,402 DWT which are deployed in the global trade for minor bulk commodities.

These vessels will enhance your Company''s capacity to meet the growing demand for shipping and logistics services in the coastal Indian trade. The Company already has a strong presence in this region and neighboring countries.

Further, as part of the systematic replacement plan for ageing vessels, your Company consciously also sold off two of its older container vessels namely SSL Ganga and SSL Delhi during the year. Your Company''s current fleet stands at 12 vessels (with a total capacity of 2,79,962 MT GRT and 3,62,427 MT DWT) comprising 10 container vessels (22,046 TEUs) and 2 dry bulk vessels (69,402 MT DWT), being India''s one of the largest container tonnage owning Company. The current container ship tonnages are rightly sized and priced to suit the coastal trade. A detailed Fleet Profile forms part of this Annual Report.

As regards the overall market, last year experienced significant fluctuations influenced by global economic conditions and supply-demand imbalances. The market was marked by a substantial increase in fleet capacity, with the supply of container ships growing by approximately 7% in 2023. This influx of new capacity led to a situation where supply outpaced demand, contributing to downward pressure on freight rates. Spot container freight rates dropped sharply from their pandemic highs, with reductions of up to 71% year-on-year. Contract rates also started to decline, although at a slower pace, as shipping lines began renewing contracts at lower rates due to the oversupply of capacity and reduced demand.

One of our vessel âM.V. SSL Brahmaputraâ experienced a fire in the Engine Room on 1^st January 2024, around 07:12 LT, while enrooting from Jawaharlal Nehru Port Trust (JNPT), India to Jebel Ali-Sohar, UAE, approximately 21Â°14''N / 66Â°19''E, about 200 nautical miles off the Gujarat coast. As a result, the vessel went out of operation pending repairs.

Fortunately, all crew members were reported safe, and there was no pollution reported. The incident was promptly reported to the insurers. Extensive repairs were carried out at Jebel Ali port in the UAE and were completed by 9^thApril 2024. The vessel was subsequently returned to the Charterers.

CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and its ability to meet financial obligation. The financial discipline and prudence is also reflected in the credit ratings.

For the year 2023-24, the credit rating for your Company was CRISIL A-/ Negative as assigned by CRISIL.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the financial year, your Company sold two vessels namely SSL Ganga and SSL Delhi. These container vessels were deployed on time charter to M/s. Transworld Feeders Private Limited.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to operate in an ethical manner and contribute positively to society. It''s an approach that goes beyond profit-making to encompass the welfare of various stakeholders, including employees, customers, communities, and the environment.

The Board of Directors of your Company has constituted a Committee of Directors, known as the Corporate Social Responsibility Committee, currently comprising of Ms. Anisha Ramakrishnan (Chairperson), Mr. Ajit Paul (Independent Director) and Mr. Ramkrishnan Sivaswamy Iyer (Executive Chairman) to steer its CSR activities. The members of the Committee met once during the year.

Your Company has adopted a CSR policy in line with the requirement of the Companies Act 2013. The CSR Policy is also available on the website of your Company: https^www.transworld.com/shreyas-shipping-and-logistics/

The Annual report on CSR activities and expenditure as required under the relevant act is annexed to this Report. STATUTORY AUDITORS

The report given by the Auditors on the financial statements of your Company is part of this Report. There are no qualifications, adverse remarks of disclaimer given by the Auditors in their Report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Membership No. 003990S/S200018) Chartered Accountants were appointed as Statutory Auditors of your Company for a term of 5 years from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting (AGM) to be held in year 2027.

The Statutory Auditors of the Company, M/s. PKF Sridhar & Santhanam LLP have issued an Audit Report with modified opinion on the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended 31^st March 2024.

Basis for Qualified Opinion on the Annual Standalone Financial Results:

Attention is invited to note 7 of the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended 31^st March 2024 which explains the Company''s basis for recording the reimbursement claim on cost of repairs resulting from a fire inside at its vessel MV SSL Brahmaputra and recognizing the amount of Rs. 3,089 lakhs recoverable from the insurers. We believe that the insurance claim should be recognised only upon acknowledgement of liability by the insurers. Had the income against the insurance claim not been recognised, the net profit after tax for the quarter and net loss for the year would have converted into a loss of Rs. 2,851 lakhs and Rs. 8,191 lakhs respectively, total comprehensive loss would have been Rs. 2,871 lakhs and Rs. 7,986 lakhs respectively, earnings per share would have converted to negative earnings per share of Rs. 12.98 and Rs. 37.30 respectively for the quarter and year ended 31^st March 2024, and shareholders funds and other current financial assets would have reduced by Rs. 3,089 lakhs as at 31^st March 2024. Further, the Company expects that there wont be any liability towards potential cargo claims as it is adequately insured towards such liability.

Management''s View:

During quarter ended 31^st March 2024, vessel MV "SSL Brahmaputra" of the Company met with fire onboard on 01^stJanuary 2024. The Company has charged the cost of repairs and estimated loss adjustment expenditure incurred upto 31^st March 2024 of Rs. 3,089 lakhs. On the basis of managements assessment, duly supported by an Initial Survey Report of an independent expert, Company has recognised the corresponding insurance claim of Rs. 3,089 lakhs as exceptional items in the Statement of Profit and Loss. The Company is in discussion with the Insurance Company and their appointed Surveyor to settle the claim under the Vessel''s Hull & Machinery Insurance cover of Rs. 19,000 Lac. Based on past experiences of settlement of marine insurance claims of the company, the management is confident of recovering the same in full. The Statement on Impact of Audit qualifications on both Standalone and Consolidated Financial statements is annexed to this Report..

The Auditors'' Report is enclosed with the financial statements forming part of the annual report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s V.M. Kundaliya & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year ended on 31^st March 2024.

The Secretarial Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors'' Report is annexed to this report.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated 08^th February, 2019, your Company has submitted the Annual Secretarial Compliance Report, issued by M/s. V.M. Kundaliya & Associates, Practicing Company Secretaries with the stock exchanges where shares of your Company are listed.

SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD BY AUDITORS

During the year, the statutory auditors have not reported to the Audit Committee any material fraud on your Company by its officers or employees under Section 143(12) of the Companies Act, 2013, the details of which need to be provided in this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed during the year by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions (referred as the âPolicyâ) as approved by the Board of Directors. The Policy is available on the Company''s website: https://www.transworld.com/shreyas-shipping-and-logistics and the same is considered for the purpose of identification and monitoring Related Party Transactions (RPTs).

During the period under review, all transactions entered into by the Company with the Related Parties were at arm''s length and in the ordinary course of business and adhered to the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. There were no materially significant related party transactions made by your Company with Promoters, Directors or Key Managerial Personnel etc. which had a potential conflict with the interest of your Company at large or which warranted approval of the shareholders.

Given that the Company does not have any material RPTs to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided. There were no transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company''s website at www.transworld.com/shreyas-shipping-and- logistics.html

MANAGEMENT DISCUSSION AND ANALYSIS

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 134 (3)(Q) and Section 197 of the Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

i) Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year 2023-24, percentage increase in remuneration of Executive Directors, Managing Director, the Chief Financial Officer and the Company Secretary during the Financial Year 2023-24.

Sr. No	Name of the Director/KMP	Designation	Percentage increase in Remuneration in FY 23-24	Ratio of remuneration of each Director/ KMP to median remuneration of the employees
1.	Mr. Ramakrishnan Sivaswamy Iyer	Executive Chairman	30.48%	29.69 times
2.	Capt. Milind Patankar	Managing Director	7.59%	12.07 times
3.	Mr. Ritesh S. Ramakrishnan*#	Non-Executive, Non-Independent Director	-	-
4.	Ms. Anisha Ramakrishnan*	Non-Executive, Non-Independent Director	-	-
5.	Ms. Maya Sinha*#	Independent Director	-	-
6.	Mr. Deepak Shetty*	Independent Director	-	-
7.	Capt. Manmohan Saggi*#	Independent Director	-	-
8.	Mr. Ratnagiri Sivaram Krishnan*	Independent Director	-	-
9.	Mr. Ajit Paul*	Independent Director	-	-
10.	Mr. Anil Kumar Gupta#	Independent Director	-	-
11	Ms. Sangeeta Singh#	Independent Director	-	-
12.	Mr. Rajesh Desai	Chief Financial Officer	6.14%	5.81 times
13.	Ms. Namrata Malushte	Company Secretary and Compliance Officer	6.15%	4.60 times

* Non-Executive Directors, Independent Directors and Nominee Director of the Company are paid sitting fees for attending the meetings. The details of sitting fees are provided in the Corporate Governance Report based on the number of meetings attended by Non-Executive Directors, Independent Directors and Nominee Director.

#Mr. Ritesh S. Ramakrishnan has been appointed on the Board of the Company as Non-Executive, NonIndependent Director w.e.f. 09^th November 2023.

#Mr. Anil Kumar Gupta and Ms. Sangeeta Singh has been appointed on the Board of the Company as NonExecutive Independent Directors of the Company w.e.f. 19^th March 2024.

#Mr. ManMohan Saggi and Ms. Maya Sinha retired from the position of Non-Executive Independent Directors from the Board of Directors of the Company with effect from closure of business hours of 31^st March 2024 on account of completion of second term of appointment as Independent Directors.

Permanent Employees on the rolls of the company as on 31^st March 2024: 30

i) Percentage increase in the median remuneration of employees in the financial year: 06.12%

ii) Average percentage increase made in the salaries of employees (other than managerial personnel) was 11.56% while increase in managerial remuneration was 19.16%. Average increase in the remuneration of the employees other than Managerial Personnel is in line with the industry practice and is within the normal range.

iii) We affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.

iv) Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

As per the provisions of Section 136 of the said Act, this Report and Financial Statements are being sent to the members of your Company and others entitled thereto, excluding the statement on particulars of employees required under Section 197(12) read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Members who are desirous of obtaining the said information may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Corporate governance is essential for maintaining the trust and confidence of shareholders and other stakeholders. By adhering to best practices and regulatory requirements, the Company aims to foster a culture of accountability and ethical behavior, driving long-term success and sustainability. A separate report on Corporate Governance is provided together with the requisite certificate from the statutory auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015.

The Business Responsibility and Sustainability Report (BRSR) as per the format specified by Securities & Exchange Board of India forms part of this Annual Report.

A separate section on Environment, Social & Governance (ESG) also forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investment made by your Company under Section 186 of the Companies Act, 2013, during the financial year 2023-24 are provided in the Notes to Financial Statements.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2024 your Company has not transferred any amount to Reserves.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March 2024, the Company has eleven (11) Directors consisting of four (4) Non- Independent Directors (including 2 Whole Time Directors) and seven (7) Independent Directors.

i. Appointment

The Board, at its meetings held on 08^th November 2023 and 18^th March 2024 based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following appointments to the Board:

a. Mr. Ritesh S. Ramakrishnan (DIN:05174818) was appointed as Additional Non-Executive, Non-Independent Director of the Company with effect from 09^th November 2023.

b. Mr. Anil Kumar Gupta (DIN: 00066328) was appointed as Additional Non-Executive, Independent Director of the Company with effect from 19^th March 2024.

c. Ms. Sangeeta Kapil Jit Singh (DIN: 06920906) was appointed as Additional Non-Executive, Independent Director of the Company with effect from 19^th March 2024.

The above-mentioned appointments were duly approved by the Members of the Company vide Postal Ballot(s) on 12^th January 2024 and 28^th May 2024 respectively.

ii. Re-appointment

Mr. Ramakrishnan Sivaswamy Iyer was re-appointed as the Whole-time Director of the Company designated as âExecutive Chairmanâ for a period of 3 years, with effect from 01^st April 2024 till 31^st March 2027. The reappointment of Mr. Ramakrishnan Sivaswamy Iyer was approved by the Shareholders at the 35^th Annual General Meeting of the Company held on 14^th September 2023 and was approved by Central Government vide the letter dated 27^th March 2024.

Capt. Milind Kashinath Patankar was re-appointed as the Managing Director (Key Managerial Personnel) for a period of 3 years, with effect from 01^st July 2024 till 30^th June 2027The re-appointment of Capt. Milind Kashinath Patankar was approved by the shareholders at the 35^th Annual General Meeting of the Company held on 14^thSeptember 2023.

Pursuant to section 152 of the Companies Act, 2013, Ms. Anisha V Ramakrishnan, Non-Executive Non Independent Director of the Company retires by rotation and being eligible, offers herself for re-appointment.

iii. Resignation/Retirement

Capt. ManMohan Saggi, Non-Executive, Independent Director of the Company retired from the Board of the Company with effect from closure of business hours of 31^st March 2024 on account of completion of second term of appointment as Independent Director.

Ms. Maya Sinha, Non-Executive, Independent Director of the Company retired from the Board of the Company with effect from closure of business hours of 31^st March 2024 on account of completion of second term of appointment as Independent Director.

iv. Key Managerial Personnel

Â¦ Mr. Ramakrishnan Sivaswamy Iyer, Executive Chairman

Â¦ Capt. Milind Patankar, Managing Director

Â¦ Mr. Rajesh Desai, Chief Financial Officer

Â¦ Ms. Namrata Malushte, Company Secretary and Compliance Officer

v. Declaration by Independent Directors

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-Executive directors and Executive directors. While appointing and reappointing Independent Directors, the Board ensures that there is appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

A matrix of the skills/expertise/competencies possessed by the Board of Directors is provided in the Corporate Governance report, as mandated by SEBI (LODR) Regulations, 2015.

vi. Familiarisation Programme for Independent Directors and Non-Executive Directors:

To ensure that all Board members are well-equipped to perform their roles effectively, the Company offers multiple opportunities for Directors to familiarize themselves with the Company, its Management, and its operations. The Company is committed to ensuring that its Directors are well-prepared to fulfill their governance roles. Through a structured orientation process and ongoing communication, the Company supports its Directors in understanding its operations, industry landscape, and governance practices.

Orientation for Directors

Pursuant to Regulation 46 of the SEBI (LODR) Regulations, 2015, the details required are available on the website of your Company at www.transworld.com/shreyas-shipping-and- logistics.html

vii. Evaluation Mechanism

â¢ Board Composition and Structure: Assessing the effectiveness and diversity of the Board''s composition.

â¢ Board Processes: Evaluating the efficiency and effectiveness of Board processes and procedures.

â¢ Information and Functioning: Reviewing the adequacy of information provided to the Board and the overall functioning of Board meetings.

Independent Directors'' Review

Performance Evaluation of Independent Directors

POLICY ON APPOINTMENT AND REMUNERATION

considered by the Nomination and Remuneration Committee and the Board of Directors while making a selection of the candidates. The Policy on Appointment of Directors and Nomination and Remuneration Policy of the Company are available on the Company''s website at https^www.transworld.com/shreyas-shipping-and-logistics.html.

BOARD MEETINGS

During the year, six (6) meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report.

RISK MANAGEMENT

In accordance with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015, your Company has set up a Risk Management Committee for periodically evaluating the various risks. Your Company has also adopted Risk Management Policy wherein all associated business risks are factored, identified and assessed and mitigation measures adopted. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

The policy on Risk Management may be accessed on the website of the Company at https://www.transworld.com/ shreyas-shipping-and-logistics/policies

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has established a robust internal control system that is well-suited to the nature, size, and complexity of its operations. These internal controls are designed to ensure the integrity of financial reporting, compliance with laws and regulations, and the efficiency of operations. The effectiveness of the internal control systems is routinely tested and certified by both Statutory and Internal Auditors. The internal controls encompass all key business areas and are continuously reviewed to ensure they are operating effectively. The main thrust of Internal Auditor is to test and review controls, appraisal of risks and business processes, benchmarking controls with best practices in the industry.

During the year No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a comprehensive Vigil Mechanism to encourage Directors and employees to report concerns related to unethical behavior, actual or suspected fraud, or violations of the Code of Conduct/Business Ethics. The Vigil Mechanism is designed with adequate safeguards to protect individuals who use the system from any form of victimization or retaliation.

All cases registered under the Whistle Blower Policy of your Company are to be reported to and are subject to the review of the Audit Committee. The Whistle Blower also has direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors at its meeting held on 09^th February 2024 reviewed and amended the Whistle Blower Policy. The Whistle Blower Policy may be accessed on the website of your Company at www.transworld.com/shreyas-shipping-and- logistics.html

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

interactions. We are committed to ensuring a workplace free from discrimination and harassment, fostering an inclusive and respectful atmosphere for all employees.

Internal Complaints Committee

To resolve the complaints of sexual harassment and matters connected therewith, your Company has constituted an Internal Complaints Committee with an external lady representative with requisite experience as a member of the Committee in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In order to bring in awareness in this area, your Company conducted awareness sessions for all its employees in association with Complykaro where they had to undergo an audio-visual training session post which they were awarded a Certification of Completion.

During the year ended 31^st March 2024, the Company has not received any complaints pertaining to Sexual Harassment. DEPOSITS

During the year, your Company has not accepted any deposit and as such no amount of principal and interest are outstanding as at the Balance Sheet date.

COST RECORDS IBC PROCEEDINGS, VALUATION ETC

In accordance with Section 148 (1) of the Companies Act 2013 and any amendments thereto, the Company is not required to maintain cost records in respect of the activities carried on by your Company hence there is no applicability of maintaining cost records or carry out cost audit.

Neither was any application made, nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016 in respect of the Company during or at the end of the financial year 2023-24.

The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

i. Joint Venture

Your Company has one joint venture namely Shreyas-Suzue Logistics (India) Private Limited which is converted into Limited Liability Partnership (LLP) ie. Shreyas-Suzue Logistics (India) LLP with effect from 29^th December 2023. The Company holds a 50% ownership interest in this joint venture entity.

ii. Incorporation of Wholly Owned Subsidiary

The Board of Directors at its meeting held on 18^th March 2024 approved to incorporate a Wholly Owned Subsidiary (WOS) in International Financial Services Centre (''IFSC'') at Gift City, Gandhinagar, Gujarat. The Company has received approval for availability of name for a proposed WOS of the Company i.e. Transworld Sea-Connect IFSC Private Limited. The Company is in process of incorporation of the said WOS.

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the SEBI (LODR) Regulations, 2015, can be accessed on Company''s website www.transworld.com/shreyas-shipping-and-logistics.html

CONSOLIDATED ACCOUNTS

The audited consolidated financial statements together with the Auditor''s Report thereon forms part of the Annual Report. Pursuant to Section 129 (3) of the Act, a statement containing salient features of the financial statements of joint venture company in the prescribed Form AOC-1 is given in this Annual Report.

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that appropriate accounting policies have been selected and applied consistently. The Directors 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 of the Company for that period;

c. that proper and sufficient care was taken 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. that the annual accounts are prepared on a going concern basis;

e. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

f. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Saving:

Decarbonizing the shipping industry will eventually require the introduction of the greener fuels. However, our fleet profile is not compatible for these renewable fuels neither the infrastructure is available for such fuels. For our existing vessels we are focusing on the energy efficient improvements. We have an approved SEEMP (Ship Energy Efficiency Management Plan) Part III plan for each vessel to improve the management of the energy they consume. For a typical Bulk Carrier loss of energy through hull resistance is around 30% and this increases with growth of hull roughness due to bio-fouling. To minimize growth of bio-fouling, superior anti-fouling coatings are applied on all vessels during their respective dry dockings and the same was implemented on one vessel in the last financial year. Hull cleaning and propeller polishing were carried out on other ships during this financial year as and when required. Energy Efficiency Measures such as LED lighting, and energy-efficient appliances are used onboard to optimize energy usage.

We made use of a digital platform to track fuel consumption and are in process of improving vessels'' performance by proper, in-time maintenance to increase their efficiency. With proper maintenance, we are trying to limit the number of generators used while sailing and this will reduce fuel consumed and in turn reduce emissions.

In addition, by using the EPL (Engine Power Limitation) we have limited the maximum power output of the engine which in turns reduces the carbon emissions from the engine. All our vessels are now equipped with EPL.

Energy Transition:

We''re in the final phases of negotiations with charterers about transitioning one of our vessels to run on B30 biofuel.

We''re actively exploring sustainable shipping technologies by collaborating with partners across the maritime sector. We aim to drive innovation in terms of alternative energy integration.

Compliance with International Maritime Organizationâs Data Collection System (IMO DCS):

With effect from January 01, 2019 all vessels above GT 5000 are mandatorily required to report their annual fuel consumption, distance sailed and sailing hours and certain other technical features of individual ships to its Flag State and upon satisfactory verification of the data, Flag States in turn are obliged to submit such data to International Maritime Organization (IMO) all as per Regulation 22A - Collection and reporting of ship fuel oil consumption data of MARPOL Convention, Annex VI. The data will be used by International Maritime Organization (IMO) for

understanding the trend and making future policy decision with respect to further reduction of GHG emission from ships. Your Company has the procedure for collection, quality control, storage and transmission of relevant data and the same have been approved by Recognized Organizations (RO). We are already in compliance with MARPOL Air Pollution prevention requirements as set out by IMO.

Quantification and Reporting of Greenhouse Gases (GHG) Emission:

We have started quantifying and disclosing Greenhouse Gases (GHG) emissions (Scope 1, Scope 2 and Scope 3) from the business operations since FY21-22 in a voluntary manner for the information to our stakeholders. Assured by third party, emission data is disclosed in a standardised and transparent manner. The GHG emission quantification and reporting is being done based on following standards:

GHG Protocols - Greenhouse Gas Protocol provides standards and tools that help countries and cities track progress toward climate goals. Standards and tools are used to account and report Greenhouse Gases (GHG) emissions.

SASB - The Sustainability Accounting Standards Board enables organisations to provide industry-based disclosures about sustainability-related risks and opportunities. Considering the nature of business of the Company, Standards for Marine Transportation have been used.

GRI - The Global Reporting Initiative is an international independent standards organization that helps businesses, governments, and other organizations understand and communicate their impacts on issues such as climate change, human rights, and corruption.

Compliance With Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII):

In compliance with the new Energy Efficiency Existing Ship Index (EEXI) regulations effective from January 1, 2023, our company has conducted sample EEXI calculations for all fleet vessels and implemented Engine Power Limitation (EPL) on all of them. Implementing EPL involves setting a limit on the maximum power output of a ship''s engine. This reduces fuel consumption and emissions, thus improving the EEXI value. This demonstrates our commitment to reduce CO2 emissions.

We utilized digital platform to monitor the CII trend and fuel consumption. Additionally, we have implemented measures such as weather routing, EPL, hull cleaning, and trim/ballast optimization. Our company is actively tracking and monitoring the Carbon Intensity Indicator (CII) ratings for all vessels, allowing us to identify vessels that require improvement and take appropriate actions in a timely manner.

Technology, absorption, adaptation and innovation

Throughout this year, your Company has effectively adopted and incorporated new technologies, leading to increased efficiency and automation in our business processes. These technological enhancements have transformed our operations, enabling us to streamline tasks and enhance overall productivity, revolutionizing the very essence of how we operate, empowering us to optimize tasks and elevate productivity to unprecedented levels.

IT Compliance:

Your Company ensures that information technology (IT) systems, policies, and procedures are comply with relevant laws, regulations, standards, and best practices. The practices, technologies, and processes of your Company are designed to protect digital information, computer systems, and networks from unauthorized access, use, disclosure, disruption, modification, or destruction. Your Company has been implemented e-mail archival solution across the organization which stores the data for eight years and the stored data immutable. Few initiatives undertaken during the year are as under:

Enterprise Management System (EMS)- EMS is a policy-based control of networked PCs and other devices to maintain functionality and safeguard the devices, data, and other assets from cyber threats. Office security policy of the Company gets applied on any network and anywhere on the endpoints.

Intune - Conditional location-based access is a security feature that grants or denies access to resources, data, or applications based on a user''s physical location and additional conditions. It combines geolocation technology with other factors to control access, ensuring that sensitive information is only accessible from authorized locations and compliant devices. By implementing conditional location-based access, your Company has enhanced security, meet compliance requirements, and reduce the risk of data breaches and unauthorized access.

Web Application Firewall (WAF)- Your Company has implemented WAF security system that protects web applications from various types of attacks and vulnerabilities. It acts as a barrier between the internet and your web application, analysing incoming traffic and blocking malicious request. By deploying WAF, we have significantly enhanced the security and reliability of our web applications, protecting our business and users from a wide range of threats.

As we continue to embrace technology and innovation, your Company remains committed to leveraging the latest advancements to drive operational excellence and deliver value to our stakeholders.

Foreign Exchange Earnings and Outgo

With regards to foreign exchange earnings and outgo for the current year 2023-24, the position is as under:

(i)	Foreign exchange earnings including proceeds on sale of ship (on accrual basis)	19,415.95
(ii)	Foreign exchange outgo including operating components, spare parts, including vessel acquisition cost, loan repayment and other expenditure in foreign currency (on accrual basis)	9423.75

EVENTS POST CLOSURE OF FINANCIAL YEAR

Transfer of Unclaimed Shares to Unclaimed Suspense Account

Pursuant to Regulation 39 and Schedule V and VI of the SEBI (LODR) Regulations, 2015 your Company has transferred unclaimed shares in its Unclaimed Suspense Account details of which are given below:

Particulars	No. of Records	No. of Shareholders	No. of Equity Shares
Aggregate number of shareholders/records and the outstanding shares in the Unclaimed Suspense Account lying as on 01^st April 2023	4	3	400
Number of shareholders who approached the Company for transfer of shares and shares transferred from suspense account during the year	0	0	0
Number of shareholders /records whose shares were transferred from suspense account to the demat account of Investor Education and Protection Fund under the provisions of Section 124(6) of the Companies Act, 2013	0	0	0
Number of shareholders /records and aggregate number of shares transferred to the Unclaimed Suspense Account during the year	4	3	400
Aggregate number of shareholders and outstanding shares in the Unclaimed Suspense Account lying as on 31^st March 2024	4	3	400

Voting rights on shares lying in the Unclaimed Suspense Account shall remain frozen till the rightful owner of such shares establishes his/her title of ownership to claim the shares.

The Board''s Report and Management Discussion & Analysis may contain certain statements describing the Company''s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company''s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Directors extend their heartfelt gratitude to the Company''s clients, vendors, charterers, business associates, main line operators, investors, shareholders, and bankers for their unwavering support throughout the year. We are committed to building and nurturing robust relationships with each of you, grounded in mutual respect and cooperation.

For and on behalf of the Board of Directors

Ramakrishnan Sivaswamy Iyer

Executive Chairman (DIN: 00057637)

Place: Navi Mumbai Date: 23^rd May 2024

Mar 31, 2019

The Directors are pleased to submit the Thirty First Annual Report of the Company together with the Audited financial Statements (Consolidated and Standalone) along with Auditorsâ Report for the financial year ended March 31, 2019.

FINANCIAL RESULTS:

Rs. In Lacs

Particulars	Consolidated		Standalone
	2018-2019	2017-2018	2018-2019	2017-2018
Revenue from Operations	62,479	54,059	62,479	54,059
Other Income	230	359	282	359
Profit/Loss before Interest, Depreciation, Finance Cost and Tax Expense	7,265	11,512	7,317	11,512
Finance Cost	1,893	1,277	1,893	1,277
Depreciation	2,087	1,902	2,087	1,902
Profit/Loss before Finance cost and Tax, Prior Year Adjustment & Exceptional Item	3,285	8,333	3,337	8,332
Exceptional Item	95	(129)	95	(129)
Share of profit of an associate & a joint venture	(368)	1431	-	-
Deferred Tax	(17)	343	15	25
Current Tax	52	88	52	88
Profit/ (Loss) After Tax	2,977	9,204	3,365	8,090
Other Comprehensive Income / Loss	(442)	(187)	(652)	(161)
Total Comprehensive Income / (Loss)	2,535	9,017	2,713	7,929
Balance Brought Forward from Previous Year	26,536	19,046	15526	9,141
Amount Available for Appropriation	-	28,250	-	17,232
Appropriations:
Transfer to Tonnage Tax Reserve	(630)	(1,550)	(630)	(1,550)
Re-measurement of deferred benefit plans	(53)	(57)	(53)	(49)
Dividend paid on equity shares	(396)	(107)	(396)	(107)
Balance Carried Forward to Balance Sheet	28430	26,536	17812	15,526

DIVIDEND

The Company has a robust track record of rewarding its shareholders with a generous dividend pay-out. The Board of Directors are pleased to recommend a final dividend of 12% (Rs. 1.20/-) for the Financial year 2018-2019.

The Final dividend, subject to the approval of Members at the Annual General Meeting on Saturday, 20^th July 2019, will be paid to the Members on or after 24^th July 2019, to the members whose name appear in the Register of Members as on Book closure dates, i.e. from Saturday,13^th July 2019 to Saturday,20^th July 2019 (both days inclusive). The Final Dividend will absorb Rs. 318 lakhs, including Dividend Distribution Tax of Rs. 54.17 lakhs.

UNPAID/UNCLAIMED DIVIDEND TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Interim and Final Unclaimed/ Unpaid dividends for the year 2010-2011, totaling to Rs. 4,23,880/- (Rs. 1,95,766 towards interim dividend and â2,28,114 towards final dividend) and 128511 shares for 2010-11 (Interim) while 9042 shares for 2010-11 (Final) were transferred during the financial year 2018-19 to the Investor Education and Protection Fund.

Ms. Asha Prakash has been appointed as the Nodal Officer of the company under the provisions of IEPF and the same can be accessed at www.transworld.com/shreyas-shipping-and-logistics/investor-grievance-redressal.html.

SHARE CAPITAL

The Companyâs paid up Equity Share capital continues to stand at Rs. 21,95,75,330/- as on March 31, 2019. During the year, the company has not issued any shares or convertible securities. The Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

FINANCIAL LIQUIDITY

Cash and cash equivalent as at March 31, 2019 was Rs. 880 lakhs.

The companyâs working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters.

TECHNOLOGY ABSORPTION

During the year, your Companyâs finance and operation team were engaged in a big transformational project that would enable centralization and simplification of the accounting and control processes. The company intends to roll out Oracle based software this year that will change the way the finance team functions and partners business in your Company. The software has been built around core performance management processes such as forecasting, budgeting and planning, as well as providing decision support in key areas. It will focus on specific core business processes and decision support topics, enabling the team to develop deeper expertise and greater subject matter knowledge.

REVIEW OF OPERATIONS

The year 2018-2019 continued to be a challenging year with ocean freights under pressure supplemented with increase in fuel prices. The HRCI index was 746 points in the beginning of the year while HRCI index closed at 650 points at the end of the financial year.

With a view to cater the enhanced trade on the east coast of India, and in view of the increased utilization of our asset, your Company acquired one vessel, namely SSL KRISHNA (2,490 teus) at USD 8.250 million.

Besides handling containerized cargo, the company has also handled coastal break bulk cargo in this year and has handled 138636 metric tons cargo along with 186872 metric tons on account of Tata Steel.

The Companyâs current fleet stands at 13 vessels, with a total capacity 24,519 Teus, 2,66,258 GRT and 3,36,573 DWT, being Indiaâs largest container tonnage owning company. The current container ship tonnages are right sized and priced to suit the coastal trade. In addition, the Companyâs services are well planned to provide complete coastal coverage and thus well suited for the trade. The company serve approximately 80% of EXIM transshipment along Indian coast.

The company contributes approx. 50% to 55% on the domestic coastal trade.

For the year ended March 31, 2019, your Company posted a Total Income of Rs. 62761 lakhs with a Net Profit of Rs. 3365 lakhs.

CREDIT RATING

The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligation. CRISIL, the reputed Rating Agency has re-affirmed the credit rating of CRISIL A-/ STABLE for long term financial instruments of the company on August 31, 2018.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the current year, Company acquired one vessel, thereby adding 2,490 TEUs capacity. This will have positive impact on the future performance of the Company whereby the operating income would increase and with fuel efficient fleet, the operating expenses are expected to be controlled.

UPDATE ON SSL KOLKATA

Your company had informed the Members about an explosion that occurred on the Vessel m. v. SSL Kolkata on June 13, 2018 at approximately 22:00 (local time) at Sand heads of Kolkata port and later the vessel was declared as total loss.

The Insurerâs surveyor and average adjuster appointed by the Company with the concurrence of the insurer, had submitted their reports with a confirmation on the amount of total claim against the insurance contract. All substantive procedures necessary for quantifying the claim payable by the insurance company were carried out by the company during the year ended 31^st March 2019.

The Company has received the insurance claim amount to the tune of Rs. 30,00,00,000/- (Rupees Thirty crore) on 30^th April 2019 towards the fire incident on the vessel SSL Kolkata.

STATUTORY AUDITORS

M/s. Deloitte Haskins and Sells LLP (Firm Membership No. 117366W/W100018) Chartered Accountants, were appointed as Statutory Auditors of your Company for a term of 5 years from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting subject to the ratification of Members at each Annual General Meeting.

Pursuant to the recent amendment to Section 139 of the Companies Act, 2013, effective 7^th May, 2018, ratification by Members every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. M/s. Deloitte Haskins and Sells LLP have given a confirmation of their eligibility for their continuance as the Auditors of the Company and that they are free from any disqualification specified in the statute.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure 1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulators or others.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 and Rules read thereunder, the Company has formed a Committee for Corporate Social Responsibility (CSR) and has adopted a CSR policy in line with the requirement of the Act. The members of the Committee met thrice during the year. The Annual report on CSR activities and expenditure as required under the relevant act is given as Annexure 3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Companyâs website and the same is considered for the purpose of identification and monitoring Related Party transactions.

All transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the MD and CFO.

During the period under review, all transactions entered into by the Company with the Related Parties were at armâs length and in the ordinary course of business and adheres to the applicable provisions of the Act and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interest of the company at large or which warrants the approval of the shareholders.

In accordance to Section 134 (3)(h) of the Companies Act 2013 and Rule 8 (2) of the Companies (Accounts) Rules 2014, the particulars of the material contract or arrangement entered into by the company with related parties referred to in Section 188 (1) in Form AOC-2 is attached as Annexure 2 of this Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 has been placed on the website of the Company and can be accessed at www.transworld.com/shreyas-shipping-and-logistics/annual-report.html.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the growth of the company, operations, performance vis-a-vis industry growth and outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure 4 to this Report and it also covers economic factors that impacted the growth of the business during the year under review.

REPORT ON CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Details of Loans, Guarantees and Investment made by your company under Section 186 of the Companies Act, 2013, during the financial year 2018-2019 are appended in the Notes to Financial Statements.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2019, your Company has transferred a profit of Rs. 3365 lakhs to Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Companyâs Board of Directors are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the company and devote adequate time to the meetings. The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.

As on March 31, 2019, the Company has 12 Directors consisting of 5 Non- Independent Directors (including 1 Whole Time Directors), 6 Independent Directors and 1 Nominee Director.

The members in the last Annual General Meeting held on 20^th July 2018 have appointed Mr. Ramakrishnan Sivaswamy Iyer as whole time director designated as Executive Chairman (non-KMP) for a period of 3 years ending on March 31, 2021.

Capt. Vivek Kumar Singh was appointed as the Managing Director of the company at the Annual General Meeting held on July 20, 2018 for a period of 3 years ending on March 31, 2021.

Mr. L. B. Culas was re-appointed as the Director of the company as approved by the members at the last Annual General Meeting held on July 20, 2018.

During the year, Mr. Amitabha Ghosh resigned from the Board with effect from May 8, 2018 due to personal reasons. The Board of Directors placed on record their appreciation for the contribution by Mr. Amitabha Ghosh during his tenure as an independent Director of the Company.

Mr. Satish Pillania was appointed as the Director of the Company, as approved by the members at the last Annual General Meeting held on July 20, 2018.

As per the provisions of the Companies Act, 2013, Independent Directors have been appointed for a period of 5 years and shall not be liable to retire by rotation. The Independent Directors of your company have affirmed their Independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015. The Company has obtained requisite declaration to that effect from the said Directors.

The appointment of Mr. Deepak Shetty as an Independent Director was approved by the members at the Annual General Meeting held on July 20, 2018 for a consecutive period of five years.

The re-appointment of the other Independent Directors namely Mr. Daniel Travelyn Joseph, Mr. Mannil Venugopalan, Capt. Man Mohan Saggi, Mr. S. Ragothaman and Ms. Maya Sinha was approved by the members at the Annual General Meeting held on July 20, 2018 for second term of five consecutive years w.e.f. 1^st April 2019 to 31^st March 2024.

Mr. Utpal Suhas Gokhale was appointed as a Nominee Director by the Board of Directors at its meeting held on 07^th February 2019.

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-executive directors and executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI(LODR) Regulations, 2015, the evaluation process for the performance of the Board, its Committees and individual Directors was carried out internally. 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 Company familiarizes its Directors including independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through on various programs.

The familiarization programme for Independent Directors is disclosed on the Companyâs website under the web link: www.transworld.com/shreyas-shipping-and-logistics/policies. html.

In a separate meeting of Independent Directors held on March 27, 2019, performance evaluation of the NonIndependent Directors and the entire Board of Directors including the Chairman and Managing Director was evaluated. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Chairman and Managing Director in upholding the Group values and Corporate Governance standards. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The results of the review by the Independent Directors was shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.

Key Managerial Personnel

- Capt. Vivek Kumar Singh, Managing Director

- Mr. Rajesh Desai, Chief Financial Officer

- Ms. Asha Prakash, Company Secretary

*During the year, Ms. Asha Prakash was appointed as the Company Secretary w.e.f. 07^th May 2018 in place of Ms. Namrata Malushte who resigned on 07^th May 2018.

POLICY ON APPOINTMENT AND REMUNERATION

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and senior management of the company as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination and Remuneration Committee and the Board of Directors while making a selection of the candidates. The Nomination and Remuneration Policy of the Company is available on the Companyâs website under the web link: www.transworld. com/shreyas-shipping-and-logistics/policies.html.

BOARD MEETINGS AND COMMITEES

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board businesses. During the year 2018-19, the Board met seven times. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulation 2015. Details of all the Committees of the Board have been given in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee comprises five members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are given in the Corporate Governance Report.

RISK MANAGEMENT

In accordance with the provisions of Regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your Company has set up a Risk Management Committee for periodically evaluating the various risks. Your company has also adopted Risk Management Policy wherein all associated business risks are factored, identified and assessed. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices and key business areas. The main thrust of Internal Auditor is to test and review controls, appraisal of risks and business processes, beside benchmarking controls with best practices in the industry.

Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening the Companyâs risk management policies and systems.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Companyâs vigil mechanism allows the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct/business ethics. The vigil mechanism provides for adequate safeguards against victimization of the Director (s) and employee (s) who avail this mechanism. The Company has revised the Whistle Blower policy and has also inserted instances of leakage of Unpublished price sensitive information in terms of SEBI (LODR) Regulations 2015 as amended from time to time.

All cases registered under Whistle Blower Policy of your Company are to be reported to and are subject to the review of the Audit Committee. The Whistle Blower also has access to the Chairman of the Audit Committee in case they wish to report any concerns. The Policy on whistle blower may be accessed on the Companyâs website www.transworld.com/ shreyas-shipping-and-logistics/policies.html.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Respect and Integrity are a part of our Core values. These Value systems have been passed down to us by our Founding Father. Your Company firmly believes in providing a safe, supportive and a friendly workplace environment where our values come to life through the supporting behaviors. Your company believes in providing and ensuring a workplace free from discrimination and harassment based on gender thereby providing a friendly workplace environment. Your company has created a Policy for Prevention of Sexual Harassment of Women at Workplace to seek recourse and redressal to instances of sexual harassment. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year ended March 31, 2019, the Company has not received any complaints pertaining to Sexual Harassment.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore the company consistently strive to adhere to the highest quality standards. During the year, the Company has shifted its accreditation agency to Indian Register of Shipping (IRS). The Standard ISO 9001:2015 is valid up to October 29, 2021.

DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act 2013 (herein referred to as âThe Actâ) and the Rules framed thereunder during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. Since the Company has not accepted any deposits during the financial year ended March 31, 2019, there has been no non-compliance with the requirements of the Act.

MAINTENANCE OF COST RECORDS

In accordance with Section 148 of the Companies Act 2013 and any amendments thereto, the Company is not required to maintain cost records in respect of the activities carried on by your Company hence there is no applicability of maintaining cost records or carry out cost audit.

SUBSIDIARY. ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2019, the Company does not have any subsidiary company and hence there is nothing to disclose.

The Company has one associate company namely Avana Logistek Limited (formerly known as Shreyas Relay Systems Ltd.) The company has an ownership interest of 29.22% in the associate company.

The Company also has one joint venture namely Shreyas -Suzue Logistics (India) Private Limited with a proportion of ownership interest of 50%.

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the Listing Regulations, can be accessed on companyâs website.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements are prepared in compliance with the applicable provisions of the Act including the relevant Accounting Standards specified under Section 133 of the Act. The audited consolidated financial statements together with the Auditorâs Report thereon forms part of the Annual Report. Pursuant to Section 129 (3) of the Act, a statement containing salient features of the financial statements of Associate and Joint venture company in the prescribed Form AOC-1 is given in this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 (3)(c) and 134 (5) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that appropriate accounting policies have been selected and applied consistently. The Directors 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. that proper and sufficient care was taken 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. that the annual accounts are prepared on a going concern basis;

e. that proper internal financial controls laid down by the Directors were followed by the company and such internal financial controls are adequate and were operating effectively; and

f. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act, and Rules 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Report as Annexure 5.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report. As per the provisions of section 136 of the Act, the report and financial statements are being sent to the members of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of said statement are available at the registered office of the Company during the designated working hours from 21 days before the Annual General Meeting till date of the Annual General Meeting. Any member interested in obtaining such details may also write to the corporate secretarial department at the registered office of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Under the Notification No. GSR 1029, dated 31^st December 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regards to foreign exchange earnings and outgo for the current year 2018-19, the position is as under:

AWARDS AND RECOGNITIONS

Your company was recognized with many prestigious and diverse external accolades during the financial year which includes:

- India Maritime Awards 2018: Coastal Service Operator of the Year

- Maritime And Logistics Awards (MALA) for the year 2018: Best Shipping Line of the Year: Coastal Operator

- Gujarat Star Awards: Best Shipping Line of the Year: Coastal Operator 2018

- Awarded the prestigious âIndia CSR Awardâ in the category of âCommunity Developmentâ at India CSR Network Summit & Awards 2019

- Mr. Rajesh Desai, Chief Financial Officer has been awarded as the winner in Services Category at the Financial Express CFO Awards 2019

GENERAL DISCLOSURE

Your Directors state no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme

3. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

4. Your Company does not have any subsidiaries. Hence neither the Managing Director nor any other Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companyâs operations in future.

6. No fraud has been reported by auditors under subsection (12) of section 143.

CAUTION STATEMENT

The Boardâs Report and Management Discussion & Analysis may contain certain statements describing the Companyâs objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companyâs operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Directors thank the Companyâs clients, vendors, charterers, business associates, main line operators, investors, shareholders and bankers for their continued support during the year. It will be your Companyâs endeavor to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Shipping, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Shipowners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Place: Mumbai S. Ramakrishnan Capt. Vivek Kumar Singh

Date: May 28, 2019 Executive Chairman Managing Director

DIN: 00057637 DIN: 07835635

Mar 31, 2018

The Members,

The Directors are pleased to present the Thirtieth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2018.

financial RESULTS:

'' In Lacs

Particulars	current Year ended on 31st March, 2018	Previous Year ended on 31st March, 2017
Operating Income	54,059	37,016
Other Income	359	557
Profit before Interest, Depreciation and Tax	11,512	5,551
Borrowing Cost	(1,277)	(1,009)
Depreciation	(1,902)	(1,756)
Profit before Tax, Prior Year Adjustment & Exceptional Item	8,333	2,786
Exceptional Item	(129)	(2,320)
Prior Year Adjustment	-	-
Provision for Tax	88	135
Profit/ (Loss) After Tax	8,091	352
Balance Brought Forward from Previous Year	9,141	9,612
Amount Available for Appropriation	17,232	9,964
Appropriations:	-	-
Transfer to Tonnage Tax Reserve	(1,550)	(475)
Interim Equity Dividend	-	-
Re-measurement of deferred benefit plans	(49)	(4)
Proposed Equity Dividend	(107)	(344)
Tax on Equity dividend	-	-
Balance carried Forward to Balance Sheet	15,526	9,141

DIVIDEND

Your Company proposes a Dividend of 15% (Rs, 1.50/-) for the year 2017-2018 subject to approval of shareholders at the ensuing Annual General Meeting of the company to be held on 20th July 2018. The dividend will be paid to the Members whose name appear in the Register of Members as on 20lh July, 2018 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

REVIEW OF OPERATIONS

The year 2017-2018 continued to be a challenging year with ocean freights under pressure supplemented with increase in fuel prices. The HRCI ended the first quarter of year 2018 up 19.5% from the start of the year and 19.7% higher than late March 2017.

Whilst the HRCI has been moving upward to reach 750 points by end March 2018, the SCFI (Shanghai containerized freight Index) has reduced by 20% since the start of the year and current level is at par with mid-2016.

With a view to cater the enhanced trade on the east coast of India, and in view of the increased utilization of our asset, your Company acquired four vessels, out of which 2 MPP vessel namely SSL SABARIMALAI (1118 teus) at USD 4.4 million and SSL BALAJI (671 Teus) at USD 3.4 million were acquired, while the remaining two vessels namely SSL BRAHMAPUTRA (4273 teus) at USD 8 Million and SSL GANGA (1541 Teus) at USD 3.625 Million were also acquired. The Company also sold SSL SAGARMALA which was due for special survey and dry docking.

Besides handling containerised cargo, SSLL commenced handling coastal break bulk cargo in the 2nd half of year 2017 and handled 107,324 MT cargo during the year, mainly steel products of RINL and

JSW, besides some project cargo. RINL commenced coastal movement of steel products for the first time venturing into modal shift from land to sea mode.

Resultantly the Company''s current fleet stands at 13 vessels, with a total capacity 23143 Teus, 315722 DWT, being India''s largest container tonnage owning company. The current container ship tonnages are right sized and priced to suit the coastal trade. In addition, the Company''s services are well planned to provide complete coastal coverage and thus well suited for the trade.

For the year ended 31st March, 2018, your Company posted a Total Income of Rs, 544.18 crores with a Net Profit of Rs, 80.91 crores.

statutory auditors

M/s Deloitte Haskins and Sells LLP (Firm Membership No. 117366W/ W100018) Chartered Accountants, were appointed as Statutory Auditors of your Company for a term of 5 years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting subject to the ratification of Members at each Annual General Meeting.

A written consent from them has been received along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said Auditor satisfy the criteria provided in Section 141 of the Companies Act.

The resolution seeking ratification of their appointment has been included in the Notice of Annual General Meeting.

material changes and commitment affecting financial position of the company

During the current year, Company acquired four vessels, thereby adding 7603 TEUs capacity and also sold one of its old vessel in the

fleet. This will have positive impact on the future performance of the Company whereby the operating income would increase and with fuel efficient fleet, the operating expenses are expected to be controlled.

secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013

and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D. M. Zaveri

& Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit

Report is annexed herewith as Annexure 1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

related party transactions

During the period under review, all transactions entered into by the Company with the Related Parties were at arm''s length and in the ordinary course of business as required under section 1 88 of the Companies Act, 2013. There was no material transaction with any Related Party. The Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure 2. All the Related Party Transactions have a prior approval of the Audit Committee.

corporate social responsibility

In compliance with Section 1 35 of the Companies Act, 201 3 and Rules read there under, the Company has formed a Committee for Corporate Social Responsibility (CSR). The members of the Committee met twice during the year. The Company is looking to address the lack of quality education and empowerment opportunities among the lesser privileged children through holistically designed programs under its CSR initiative. During the year, the company has spent Rs, 20 lacs on this initiative. A detailed report forms part of this Report as Annexure 3.

extract of ANNUAL return

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 201 3 read with relevant Rules framed there under, the extract of Annual Return as on 31st March, 2018 forms part of this Report as Annexure 4.

management discussion and analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure 5 to this Report.

report on corporate governance

As required by Regulation 34(3) of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure 6 to this Report alongwith the Auditors'' Certificate on its compliance by the Company and applicable

certification of the Chief Executive Officer and Chief Financial Officer and Declaration by the Managing Director affirming compliance with Code of Conduct for the year under review

loans, guarantee and investments

Details of Loans, Guarantees and Investments are given in the Notes to Financial Statements

transfer to reserves

For the financial year ended 31st March, 2018, your Company has not transferred any amount to Reserves.

investor education and protection fund

In accordance with provisions of the Companies Act, 201 3, an amount of '' 1,95,766 being unclaimed dividend (interim) for the year ended 31st March 2011 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

significant and material orders passed by the regulators or others

There are no significant and material orders passed by the regulators or others.

directors and key managerial personnel

As on 31st March, 2018, the Company has 11 Directors consisting of 4 Non- Independent Directors (including 2 Whole Time Directors) and 7 Independent Directors.

Mr. Ritesh S. Ramakrishnan was re-appointed as the Director of the company, as approved by the members at the last Annual General Meeting held on July 21, 2017

In accordance with the provisions of 152 (6) of Act and the Article of Association of the Company, Mr. L B Culas is proposed to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible for reappointment. The Board recommends his reappointment.

Capt. V. K. Singh was appointed as the Whole Time Director of the company, as approved by the members at the last Annual General

Meeting held on July 21, 2017

During the year, Mr. V. Ramnarayan has tendered his resignation from the Board of Directors of the Company with effect from 29th March, 2018. The Board of Directors place on record their appreciation for the contribution by Mr. V. Ramnarayan during his tenure as Director Mr. V Ramnarayan being a promoter, continues to hold 1,09,375 equity shares (0.50%) in the Company.

Mr. Deepak Shetty was appointed by the Board of Directors at its meeting held on 13th February,2018 as an Additional Director

(Non-Executive Independent Director) with effect from 13th February,2018. He shall hold office till the conclusion of the Annual

General Meeting.

All the Independent Directors have affirmed their Independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015.The Company has obtained requisite declaration to that effect from the said Directors.

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI(LODR) Regulations, 2015, the evaluation process for the performance of the Board, its Committees and

individual Directors was carried out internally.

The Independent Directors met on 26th March, 2018 to review performance evaluation of the Non Independent Directors and the entire Board of Directors including the Chairman and Managing Director and Executive Director. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Chairman and Managing Director in upholding the Group values and Corporate Governance standards.

The results of the review by the Independent Directors was shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.

During the year under review, the Company has designated the following persons as Key Managerial Personnel:

Sr. No.	Name	Designation
1	Mr. S. Ramakrishnan	Chairman & Managing Director
2	Mr. V. Ramnarayan	Executive Director
3	Capt. Vivek Kumar Singh	Chief Executive Officer
4	Mr. Rajesh Desai	Chief Financial Officer
5	Ms. Namrata Malushte	Company Secretary

*Ms. Namrata Malushte resigned on 07th May 2018 while Ms. Asha Prakash was appointed as the Company Secretary w.e.f. 07th May

2018

BOARD MEETINGS

During the year 2017-18, the Board met five times. Detailed information is provided in the Report on Corporate Governance, which forms part of this Annual Report.

RISK MANAGEMENT

Company has a Committee for periodically evaluating the various risks. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

VIGIL Mechanism

In line with Regulation 22 of SEBI (Listing Obligation and Disclosure

Requirements) Regulations, 2015 of the Listing Agreement, the Company has adopted a Whistle Blower Policy. The mechanism encourages the Whistle Blower to report genuine concerns or grievances. It also provides adequate safeguard to the Whistle Blower against victimization. I he functioning of the Audit Committee is reviewed by the Audit Committee and the Whistle Blower has direct access to the Chairman of the Audit Committee. The Policy on whistle blower may be accessed on the Company''s website www.transworld. com/shreyas.

policy on sexual harrasment

Your Company has adopted Charter Under The Sexual Harrasment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the year ended 31st March, 2018, the Company has not received any complaints pertaining to Sexual Harassment.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one ol the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. During the year, the Company has shifted its accreditation agency to Indian Register of Shipping (IRS). The Standard ISO 9001:2008 is valid up to 14th September 2018.

FIXED DEPOSITS:

The Company has not accepted fixed deposits from the public during the year under review.

SUBSIDIARY company:

As on 31st March, 2018, the Company has no subsidiary.

consolidated accounts

The Consolidated Financial Statements are prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. Form AOC-1 in this regard forms part of this Annual Report.

directors'' responsibility statement:

In terms of clause (c) of sub-section (3) of Section 1 34 of the Companies Act, 2013, the Directors hereby state that:

(a) In the preparation of the annual accounts for the year ended 31 st March, 201 8, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies were selected and applied consistently. The Directors 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) Proper and sufficient care was taken 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 annual accounts are prepared on a going concern basis; and

(e) Internal financial controls are laid down and followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. S. Ramakrishnan, Chairman & Managing Director of the Company draws remuneration in excess of the limits specified under the Act. The details of his remuneration is provided in the Financial Statements which forms part of this Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 1 97(1 2) of the Act read with Rule 5(1 ) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The Ratio of Remuneration Of Each Director To The Median Remuneration Of The Employees For The Year 2017-18:

sr. Name of the No. Director

Ratio of Remuneration To The Median Remuneration of The Employees

I Mr. S. Ramakrishnan,

Chairman & Managing Director

43.46:1

2 Capt. Vivek Kumar Singh, Chief Executive Officer & Executive Director

14.25:1

2. The Percentage Increase in Remuneration of Each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary

sr. No.	Name	percentage increase in Remuneration
1	Mr. S. Ramakrishnan, Chairman & Managing Director	150.76%
2	Mr. V. Ramnarayan, Executive Director	N.A
3	Capt. Vivek Kumar Singh, Chief Executive Officer & Executive Director	41.46%
4	Mr. Rajesh Desai, Chief Financial Officer	23.35%
5	Ms. Namrata Malushte, Company Secretary	35.26%

3. The Percentage Increase in The Median Remuneration of

Employees in The Year 2017-18: -11.24%

4. The No. Of Permanent Employees on The Rolls of The Company: 42

5. Average Percentile Increase Already Made in Salaries of Employees Other Than The Managerial Personnel In The Last Financial Year And Its Comparison With The Percentile Increase In The Managerial Remuneration And Justification Thereof

And Point Out If There Are Any Exceptional Circumstances For Increase In Managerial Remuneration

other than managerial personnel

managerial

remuneration

comparison of remarks remuneration

12.42%

92.81%

The remuneration In view of of KMP includes the Net remuneration paid Profits, the to Chairman and commission Managing Director was not paid (CMD). As approved to the CMD by the shareholders during the in the previous year.

AGM, CMD is paid commission as a percentage of Net Profit.

6. The Remuneration Paid to The Key Managerial Personnel is As per The Nomination and Remuneration Policy of The Company

conservation OF ENERGY, technology ABSORPTION-FOREIGN exchange EARNINGS AND OUTGO:

Under the Notification No.GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo for the current year 2017-18, the position is as under:

( Rs, in lacs)

(i) Foreign exchange earnings including proceeds	19,874
on sale of ship (on accrual basis)
(ii) Foreign exchange outgo including operating	19,538
components, spare parts, vessel funding and
other expenditure in foreign currency (on accrual
basis)

acknowledgements

Your Directors thank the Company''s clients, vendors, charterers, business associates, main line operators, investors, shareholders and bankers for their continued support during the year. It will be your Company''s endeavor to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

For and on behalf of the Board of Directors

Place: Mumbai S. Ramakrishnan

Date: 25th May, 2018 Executive chairman

Mar 31, 2017

The Directors are pleased to present the Twenty Ninth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31^st March, 2017.

FINANCIAL RESULTS:

Rs. In Lacs

Particulars	Current Year ended on 31^st March, 2017	Previous Year ended on 31^st March, 2016
Operating Income	37,016.18	31,299.99
Other Income	557.23	508.85
Profit before Interest, Depreciation and Tax	5,613.98	7,507.88
Borrowing Cost	(996.36)	(890.94)
Depreciation	(1,755.72)	(1,598.76)
Profit before Tax, Prior Year Adjustment & Exceptional Item	2,861.90	5,018.17
Exceptional Item	(2,319.70)	-
Provision for Tax	134.65	150.38
Profit/ (Loss) After Tax	407.55	4,867.80
Balance Brought Forward from Previous Year	9263.00	5,688.76
Amount Available for Appropriation	9,670.55	10,556.56
Appropriations:
Transfer to Tonnage Tax Reserve	(475.00)	(950.00)
Proposed Equity Dividend	-	(285.45)
Tax on Equity dividend	-	(58.11)
Balance Carried Forward to Balance Sheet	9,195.55	9,263.00

DIVIDEND

Your Company proposes a Dividend of 1 0% (Re. 1 /-) for the year 2016-2017. The dividend will be paid to the Members whose name appear in the Register of Members as on 21^st July, 2017. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

REVIEW OF OPERATIONS

The year 2016-2017 continued to be a challenging year with ocean freights under pressure supplemented with increase in fuel prices. However towards the close of the financial year, the overall scenario appeared encouraging with the rise in container index globally.

On certain sectors, the freight rates have witnessed northward movement coupled with increase in volumes. Your Company continued to concentrate at rationalizing tonnage and services to achieve better asset utilization and reduction in operating cost.

Your Company''s focus has been on the development of coastal trade as well as feeder services on the East coast which has resulted positively and has facilitated development of Krishnapatnam container terminal as a transshipment hub for the Company as well as for other shipping lines where transshipment port changed from the erstwhile Singapore to Kirshnapatnam.

With a view to cater the enhanced trade on the east coast of India, and in view of the increased utilization of our asset, your Company acquired two vessels namely SSL DELHI (2500 Teus), at USD 3.87 Million and SSL KOLKATA (1100 Teus) at USD 3.875 Million. Both the vessels are deployed by your Company on the Indian coast. Your Company also sold SSL Trust which was very high on operating costs and was due for special survey and dry docking. Resultantly your Company''s current fleet stands at 10 vessels, with a total capacity 16109 Teus, 226099 DWT, being India''s largest container tonnage owning company. The current container ship tonnages are right sized and priced to suit the coastal trade. In addition, your Company''s services are well planned to provide complete coastal coverage and thus well suited for the trade.

During the year under review, 4 vessels namely SSL Gujarat, SSL Kochi, SSL Visakhapatnam and SSL Mumbai have undergone dry docking. These vessels were therefore not available in service for 108 days throughout the year. There was no special survey due for any vessel. For the year ended 31^st March, 2017, your Company posted a Total Income of Rs. 370.16 crores with a Net Profit of Rs.4 crores.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 201 3, the present Statutory Auditors M/s PKF Sridhar And Santhanam LLP (Firm Registration No.003990S/S200018), Chartered Accountants, have completed their term as stipulated under Section 139 of the Companies Act, 2013 and therefore shallvacate office at the conclusion of the forthcoming 29^th Annual General Meeting.

The Company is proposing to appoint M/s Deloitte Haskins and Sells LLP (Firm Membership No. 117366W/W100018) Chartered Accountants, as Statutory Auditors for a period of 5 years commencing from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting. M/s Deloitte Haskins and Sells LLP have consented to the said appointment and confirmed that their appointment, if made would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and relevant Rules framed there under.

The Audit Committee and the Board of Directors at their respective meetings recommend the appointment of M/s Deloitte Haskins & Sells LLP(Firm Registration No117366W/W100018), Chartered Accountants as Statutory Auditors for a period of 5 years commencing from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting.

The Board of Directors wish to place on record its sincere appreciation for the invaluable contribution of M/s PKF Sridhar and Santhanam LLP Chartered Accountants during their tenure as Statutory Auditors of the Company.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the current year, your Company acquired two vessels, thereby adding 3,580 TEUs capacity and also sold one of its old vessel in the fleet. This will have positive impact on the future performance of your Company whereby the operating income would increase and with fuel efficient fleet, the operating expenses are expected to be controlled.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 ol the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s D. M. Zaveri & Co. a Arm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure 1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

During the period under review, all transactions entered into by your Company with the Related Parties were at arm''s length and in the ordinary course of business as required under section 1 88 of the Companies Act, 201 3. There was no material transaction with any Related Party. Your Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure 2. All the Related Party Transactions have a prior approval of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 1 35 of the Companies Act, 201 3 and Rules read there under, your Company has formed a Committee for Corporate Social Responsibility (CSR). The members of the Committee met twice during the year. Your Company is looking to address the lack of quality education and empowerment opportunities among the lesser privileged children through holistically designed programs under its CSR initiative. During the year, the company has spent Rs.11 lacs on this initiative. A detailed report forms part of this Report as Annexure 3.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 201 3 read with relevant Rules framed there under, the extract of Annual Return as on 31^st March, 2017 forms part of this Report as Annexure 4.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure 5 to this Report.

REPORT ON CORPORATE GOVERNANCE

As required by Regulation 34(3) of the listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure 6 to this Report along with the Auditors'' Certificate on its compliance by the Company and applicable certification of the Chief Executive Officer and Chief Financial Officer and Declaration by the Chief Executive Officer affirming compliance with Code of Conduct for the year under review

LOANS, GUARANTEE AND INVESTMENTS

Details of Loans, Guarantees and Investments are given in the Notes to Financial Statements

TRANSFER TO RESERVES

For the financial year ended 31^st March, 2017, your Company has not transferred any amount to Reserves.

INVESTOR EDUCATION AND PROTECTION FUND

In accordance with provisions of the Companies Act, 2013, there were no transfers during the year to the Investor Education and Protection Fund established by the Central Government.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulators or others.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2017, your Company has 10 Directors consisting of 4 Non- Independent Directors (including 2 Whole Time Directors) and 6 Independent Directors.

During the year, Mr. S. Mahesh has tendered his resignation from the Board of Directors of the Company with effect from 1^st December, 2016. The Board of Directors place on record their appreciation for the contribution by Mr. S. Mahesh during his tenure as Director. Mr. S. Mahesh being a promoter, continues to hold 1,12,475 equity shares (0.51%) in the Company.

Mr. Ritesh S. Ramakrishnan retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

This appointment forms part of the Notice of the Annual General Meeting and the Resolution is recommended for your approval. Profile of Mr. Ritesh S. Ramakrishnan is given in the Report on Corporate Governance forming part of this Report.

Capt. V. K. Singh was appointed by the Board of Directors at its meeting held on 25^th May, 2017 as an Additional Director (Executive Director) with effect from 1^st June, 2017. He shall hold office till the conclusion of the Annual General Meeting. A member has proposed his candidature for appointment as Executive Director along with requisite fees. The appointment forms part of the Notice of the Annual General Meeting and Explanatory Statement annexed thereto. Profile of Capt. V. K. Singh is given in the Report on Corporate Governance forming part of this Report.

All the Independent Directors have affirmed their Independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015. Your Company has obtained requisite declaration to that effect from the said Directors.

The Independent Directors met on 9^th March, 2017 to review performance evaluation of the Non Independent Directors and the entire Board of Directors including the Chairman and Managing Director and Executive Director. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Chairman and Managing Director in upholding the Group values and Corporate Governance standards.

The results of the review by the Independent Directors was shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.

During the year under review, your Company has designated the following persons as Key Managerial Personnel:

Sr. No	Name	Designation
1	Mr. S. Ramakrishnan	Chairman & Managing Director
2	Mr. V. Ramnarayan	Executive Director
3	Capt. Vivek Kumar Singh	Chief Executive Officer
4	Mr. Rajesh Desai	Chief Financial Officer
5	Ms. Namrata Malushte	Company Secretary

BOARD MEETINGS

During the year 2016-17, the Board met five times. Detailed information is provided in the Report on Corporate Governance, which forms part of this Annual Report.

RISK MANAGEMENT

Your Company has a Risk Management Policy in place wherein all associated business risks are factored, identified and assessed. In accordance with the provisions of Regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has a Committee for periodically evaluating the various risks. Your Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

VIGIL MECHANISM

In line with Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 of the Listing Agreement, your Company has adopted a Whistle Blower Policy. The mechanism encourages the Whistle Blower to report genuine concerns or grievances. It also provides adequate safeguard to the Whistle Blower against victimization. The functioning of the Audit Committee is reviewed by the Audit Committee and the Whistle Blower has direct access to the Chairman of the Audit Committee. The Policy on Whistle Blower may be accessed on the Company''s website www.transworld. com/shreyas.

POLICY ON SEXUAL HARRASMENT

Your Company has adopted Charter Under The Sexual Harrasment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the year ended 31^st March, 2017, your Company has not received any complaints pertaining to Sexual Harrasment.

QUALITY

Quality, integrity and safety have been core to Your Company. We firmly believe that the pursuit of excellence Is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. The Standard ISO 9001:2008 is valid upto 30^th October, 2017.

FIXED DEPOSITS:

Your Company has not accepted Axed deposits from the public during the year under review.

SUBSIDIARY COMPANY:

As on 31^st March, 2017, your Company has no subsidiary. Shreyas Relay Systems Ltd (which was a wholly owned subsidiary until 26^th March, 2017) has on 27^th March, 2017 allotted 84,76,050 (Eighty Four Lakhs Seventy Six Thousand and fifty Only) Equity Shares of face value of ''10/- each at a premium of Rs.413.43 (Rupees Four Hundred and Thirteen and Forty Three Paisa only) per share to M/s Trans world Holdings Limited, Mauritius as consideration for acquisition of 99.99% stake in M/s Balaji Shipping Lines FZCO and hence Shreyas Relay Systems Limited ceases to exist as Wholly Owned Subsidiary with effect from 27^th March, 2017 and becomes an Associate Company with effect from the said date.

CONSOLIDATED ACCOUNTS

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby state that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 201 7, the applicable accounting standards had been followed along with proper explanation relating to Material departures;

(d) The annual accounts are prepared on a going concern basis; and

(e) Internal financial controls are laid down and followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. S. Ramakrishnan, Chairman & Managing Director of the Company draws remuneration in excess of the limits specified under the Act. The details of his remuneration Is provided in the Financial Statements which forms part of this Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The Ratio of Remuneration Of Each Director To The Median Remuneration Of The Employees For The Year 2016-17:

Sr.	Name of the Director	Ratio Of Remuneration
No		To The Median
		Remuneration Of The
		Employees
i)	Mr. S. Ramakrishnan, Chairman & Managing Director	15.85 :1

2. The Percentage Increase In Remuneration Of Each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary

Sr. No	Name	Percentage Increase In Remuneration
i	Mr. S. Ramakrishnan, Chairman & Managing Director	-54.22%
ii	Mr. V. Ramnarayan, Executive Director	NA
iii	Capt. Vivek Kumar Singh, Chief Executive Officer	-13.37%
iv	Mr. Rajesh Desai, Chief Financial Officer	-11.66%
v	Ms. Namrata Malushte, Company Secretary	0.19%

3. The Percentage Increase In The Median Remuneration Of Employees In The Year 2016-17: -5.41%

4. The No. Of Permanent Employees On The Rolls Of The Company: 35

5. Average Percentile Increase Already Made In Salaries Of Employees Other Than The Managerial Personnel In The Last Financial Year And Its Comparison With The Percentile Increase In The Managerial Remuneration And Justification Thereof And Point Out If There Are Any Exceptional Circumstances For Increase In Managerial Remuneration

OTHER THAN	MANAGERIAL	COMPARISON OF	REMARKS
MANAGERIAL	REMUNERATION	REMUNERATION
PERSONNEL
-7.33%	-39.37%	The remuneration of KMP includes remuneration paid to Chairman and Managing Director (CMD). As approved by the shareholders in the previous AGM, CMD is paid commission as a percentage of Net Profit.	In view of the Net Profits, the commission was not paid to the CMD during the year.

6. The Remuneration Paid To The Key Managerial Personnel Is As Per The Nomination And Remuneration Policy of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Under the Notification No.GSR 1029 dated 31^st December, 1988, companies are required to furnish prescribed information regarding conservation fo energy and technology absorbtion. This however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo for the current year 2016-17, the position is as under:

( Rs. in lacs)

(i) Foreign exchange earnings including

proceeds on sale of ship (on accrual basis)

12282.47

(ii) Foreign exchange outgo including operating components, spare parts, vessel funding and other expenditure in foreign currency (on accrual basis)

12180.41

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Place : Mumbai S. Ramakrishnan

Date : 25^th May, 2017 Chairman& Managing Director

Mar 31, 2015

The Members,

The Directors are pleased to present the Twenty Seventh Annual Report of your Company together with the Audited Statement ofAccountsandthe Auditors'' Reportofyourcompanyforthe financial yearended, 31st March, 2015.

FINANCIAL RESULTS:

Particulars Current Year ended Previous Year ended on 31st March,2015 on 31st March,2014 (Rs inlacs) (Rs inlacs) Operating Income 29,074.81 24,816.26

Other Income 157.10 1 62.42

Profitbeforelnterest, DepreciationandTax 10,507.50 3,590.59

Borrowing Cost (705.59) (848.26)

Depreciation (888.94) (1,546.57)

Profit before Tax, Prior Year Adjustment & Exceptional Item 8,912.97 1,195.75

Exceptional Item (2,878.57) (1,909.91)

Prior Year Adjustment (621.39) -

Provision for Tax (85.00) (96.61)

Profit/(Loss)AfterTax 5,328.01 (810.77)

Balance Brought Forward from Previous Year 2,642.36 3,851.04

Amount Available for Appropriation 7,970.37 3,040.26

Appropriations:

Transfer to Tonnage Tax Reserve (1,760.00) (240.00)

Interim Equity Dividend (153.70) -

Proposed Equity Dividend (285.45) (131.75)

Tax on Equity dividend (82.46) (22.39)

Balance Carried Forward to Balance Sheet 5,688.76 2,646.14

DIVIDEND

During the year, the Company has declared an interim dividend of 7% on Equity shares of the Company at its meeting held on 11th February, 2015. In view of the positive performance of the Company, the Board of Directors recommends a Final Dividend of 13% on Equity shares for the financial year ended 31st March, 2015. This Dividend is subject to the approval of the Members at the Twenty Seventh Annual General Meeting to be held on 21st July, 2015. The payment of dividend on Equity shares will entail a cash outflow of Rs. 521.61 lacs, including dividend distribution tax.

The dividend will be paid to the Members whose name appear in the Register of Members as on 21st July, 2015 and in respect of shares held in dematerialized form, it will be paid to

members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date

REVIEW OF OPERATIONS

The financial year 2014-15 has been encouraging for the Company. During the year, the Company acquired two vessels M. V. SSL MUMBAI and M. V. SSL GUJARAT. These are sister vessels of 1613 teus. With these acquisitions, the tonnage grew substantially. The Company has commenced services on the East coast and also to Middle East sectors like Jebel Ali. We have also resumed services to Karachi. Overall, the Company is now able to offer containerized services on the entire Indian coast along with Jebel Ali and Karachi. The Company aspires to become a regional service provider.

The Company has designed services in a way to shift the transshipment hub from Colombo to Vizag. This is in line with the vision of the Government to make India a transshipment hub in days to come.

The wholly owned subsidiary Shreyas Relay Systems Limited (SRS) which is the front end for the Company has posted excellent results. The growth of the Company can be significantly attributed to the strong support from SRS across most of the sectors both on domestic as well as regional trade. SRS is actively looking at further streghtening the domestic trade by adding liquid logistics, automobiles and other commodities.

For the year ended 31st March, 2015, Shreyas has achieved Operating Income of Rs. 290.75 crores, which is an increase of 17% over the previous year. The Profit After Tax has been Rs. 53.28 crores, compared with the previous year loss of Rs. 8.11 crores. The Company during the current year sold off its vessels namely OEL Shreyas and Unity absorbing total loss of Rs. 47.88 crores. Loss against sale of vessel Unity ofRs. 19.10 crores was provided in previous year as impairment provision.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure V to this Report.

REPORT ON CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure VI to this Report alongwith the Auditors'' Certificate on its compliance by the Company and applicable certification of the Chief Executive Officer and Chief Financial Officer and Declaration by the Managing Director affirming compliance with Code of Conduct for the year under review

LOANS, GUARANTEE AND INVESTMENTS

Details of Loans, Guarantees and Investments are given in the Notes to Financial Statements

TRANSFER TO RESERVES

For the financial year ended 31st March, 2015, your Company has not transferred any amount to Reserves.

INVESTOR EDUCATION AND PROTECTION FUND

There has been no transfer to the said Investor Education and Protection Fund during the current year.

RELATED PARTY TRANSACTIONS

During the period under review, all transactions entered into by the Company with the Related Parties were at arm''s length and in the ordinary course of business as required under section 188 of the Companies Act, 2013. There was one material transaction with Related Party M/s Orient Express Lines Inc for acquisition of container vessels namely M. V. OEL GUJARAT. The said transaction was approved by the Shareholders vide Postal Ballot. The Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure VI. The Related Party Transactions are approved by the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulators or others.

STATUTORY AUDITORS

M/s. PKF Sridhar & Santhanam LLP (Firm Registration No.003990S/S200018), Chartered Accountants, retire at the conclusion of the 27th Annual General Meeting and offer themselves for re-appointment. They have confirmed their eligibility and willingness to accept office, if re-appointed.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D. M. Zaveri &Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has 11 Directors consisting of 5 Non Independent Directors including 2 Whole Time Directors and 6 Independent Directors.

The Company proposes to revise the remuneration of Mr. S. Ramakrishnan, Chairman & Managing Director. Profile of Mr. S. Ramakrishnan, as required by Clause 49 of the Listing Agreement, is given in the Report on Corporate Governance forming part of this Report.

Mr. Ritesh S. Ramakrishnan retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. This appointment forms part of the

Notice of the Annual General Meeting and the Resolution is recommended for your approval. Profile of Mr. Ritesh, as required by Clause 49 of the Listing Agreement, is given in the Report on Corporate Governance forming part of this Report. All the Independent Directors have affirmed their Independence under Section 149(6) of the Companies Act, 2013. The Company has obtained requisite declaration to that effect from the said Directors.

During the year under review, the members approved the appointments of Ms. Maya Sinha, Capt. Manmohan Saggi, Mr. Sethumadhava Ragothaman, Mr. Daniel Joseph, Mr. Amitabha Ghosh and Mr. Manil Venugopalan as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri S. Ramakrishnan as the Chairman and Managing Director and Mr. V. Ramnarayan as whole-time director, designated as Executive Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

During the year under review, the Company has designated the following persons as Key Managerial Personnel:

Sr. Name Designation No

1 Mr. S. Ramakrishnan Chairman & Managing Director

2 Mr.V. Ramnarayan Executive Director

3 Capt. Vivek Kumar Singh Chief Executive Officer

4 Mr. Rajesh Desai Chief Financial Officer

5 Ms. Namrata Malushte Company Secretary

BOARD MEETINGS

During the year 2014-15, the Board met seven (7) times during the year 2014-15. Detailed information is provided in the Report on Corporate Governance, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 and Rules read thereunder, the Company has formed a Committee for Corporate Social Responsibility (CSR). The

members of the Committee have met twice on 16th February, 2015 and 2nd March, 2015. The Transworld Group has been undertaking the Social Responsibility over a period now. Thus the Company is dedicated to the Social Responsibility. It aspires to undertake a social cause thereby making a difference to the Society in its own way. The Company shall be adopting a structured approach for this and will shortly commence its activities. During the year, an amount ofRs. 7.62 lacs has been apportioned for the CSR. .

RISK MANAGEMENT

The Company has a Risk Management Policy in place wherein all associated business risks are factored, identified and assessed. In accordance with the provisions of Clause 49 of the Listing Agreement, the Company has a Committee for periodically evaluating the various risks. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

VIGIL MECHANISM

In line with Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy. The mechanism encourages the Whistle Blower to report genuine concerns or grievances. It also provides adequate safeguard to the Whistle Blower against victimization. The functioning of the Audit Committee is reviewed by the Audit Committee and the Whistle Blower has direct access to the Chairman of the Audit Committee. The Policy on whistle blower may be accessed on the Company''s website atthe www.transworld.com/shreyas.

POLICY ON SEXUAL HARRASMENT

The Company has adopted Charter Under The Sexual Harrasment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the year ended 31st March, 2015, the Company has not received any complaints pertaining to Sexual Harrasment.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, the extract of Annual Return as on 31st March, 2015 forms part of this Report as Annexure II.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the

most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. During the year, the Company has shifted its accreditation agency to Indian Register of Shipping (IRS). The Standard ISO 9001:2008 is valid upto 30th October, 2015.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

SUBSIDIARY COMPANY

The Company has one wholly owned subsidiary as on 31st March, 2015, Shreyas Relay Systems Limited. A detailed Directors Report and Accounts form part of this Annual Report.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements are prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby state that:

(a) In the preparation of the annual accounts for the year ended 31-03-2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies were selected and applied consistently. The Directors 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) Proper and sufficient care was taken 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 annual accounts are prepared on a going concern basis; and

(e) Internal financial controls are laid down and followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems

were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report as Annexure IV.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Under the Notification No.GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo for the current year 2014-15, the position is as under:

Particulars (Rs in lacs)

(i) Foreign exchange earnings including 9,971.78 proceeds on sale of ship (on accrual basis)

(ii) Foreign exchange outgo including 7,947.80 operating components, spareparts,vessel funding and other expenditure in foreign currency (on accrual basis)

ACKNOWLEDGEMENTS

Your Directors thank the Company''s clients, vendors, charterers, business associates, main line operators, investors, shareholders and bankers for their continued support during the year. It will be your Company''s endeavor to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation forthe support and continued co-operation that the Company received from

the Government of India, the Ministry of Shipping, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Shipowners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Place : Mumbai S. Ramakrishnan Date :26th May,2015 Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report and the audited accounts for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

Current Year Previous Year ended 31.03.2014 ended 31.03.2013 Rs. in Lacs Rs. in Lacs Operating Income 24816.26 20431.97 Other Income 128.77 201.75 Profit before Interest, Depreciation and Tax 3590.59 3400.65 Less: Interest 848.26 669.88 Depreciation 1546.57 1402.79 Profit before Tax and Prior Year Adjustment 1195.75 1327.98 Less: Exceptional Item 1909.91 -- Less: Provision for Current Taxation 96.61 65.00 Profit After Tax and Exceptional Items (810.77) 1262.98 Add: Balance brought forward from previous year 3851.04 2992.19 Amount available for appropriation 3040.26 4255.17 Appropriations: Transfer to Tonnage Tax Reserve 240.00 250.00 Proposed Equity Dividend 109.79 131.74 Tax on Equity dividend 18.66 22.39 Balance carried to Balance Sheet 2671.82 3851.04

DIVIDEND

In view of the performance of the Company, the Board of Directors recommends a Dividend of 6% on the Equity shares for the current financial year. This Dividend is subject to the approval of the Members at the Twenty Sixth Annual General Meeting to be held on 12th August, 2014. The payment of dividend on equity shares will entail a cash outflow of Rs. 155 lacs including dividend distribution tax.

REVIEW OF OPERATIONS

Committed to its vision of nurturing Indian coastal shipping, Shreyas introduced two new unique services which were first of its kind for the Indian container shipping industry. The services connected the East and the West coast of India for containerized trade. These services were introduced on the eve of the Company''s 25th year of inception. Shreyas'' service also inaugurated the port of Kollam within the state of Kerala.

Shreyas sold one of its vessels M. V. Unity and will soon be replacing it with a vessel of higher tonnage. The intention is to build higher tonnage and optimize the overall age of the fleet.

The vessels carry mainly feeder and domestic cargo. Feeder cargo is the transshipment cargo for Main Line Operators (MLO) from hub ports to smaller ports since the big vessels cannot call all the Indian ports. Domestic cargo is the movement of cargo within India. The Company''s USP is its ability to generate cargo on the round voyage.

For the financial year ended 31st March, 2014, the turnover was Rs. 248.16 crores as against Rs. 204.32 crores for the year ended 31st March, 2013.

The wholly owned company Shreyas Relay Systems Limited (SRS) has made rapid progress in the various areas of transportation. It has posted a growth of 15 % in the top line. With a strong fleet of owned vehicles and containers, SRS has ventured into various segments of logistics. SRS proposes to additionally focus on the movement of special equipments and also creating a worldwide strong agents network.

At a consolidated level, the Company has posted a growth in the turnover of 25% from Rs. 388.89 crores in the year 2012-13 to Rs. 487.31 crores in the year 2013-2014.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure I to this Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956 an amount of Rs. 2.98 lacs being unclaimed dividend (final) for the year ended 31st March, 2006 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. Shreyas has been re-certified by DNV Quality Registrar in accordance with the Standard ISO 9001:2008 upto 30th October, 2015.

Moving forward, the Company shall continue to further strengthen its processes by adopting best-in-class standards.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

DIRECTORS

Capt. Man Mohan Saggi was appointed as an Additional Directors w.e.f 7th May, 2014.

The term of Mr. S. Ramakrishnan as Chairman & Managing Director expired on 31st March, 2014. He is proposed to be re-appointed for a further period of five years wef 1st April, 2014.

The term of Mr. V. Ramnarayan as Executive Director expired on 12th January, 2014. He is proposed to be re-appointed for a further period of five years wef 13th January, 2014.

Mr. S. Mahesh, Mr. L. B. Culas and Mr. Ritesh S. Ramakrishnan retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Mannil Venugopalan, Mr. S. Ragothaman, Mr. D. T. Joseph, Mr. Amitabha Ghosh, who were appointed as Non Executive Independent Directors retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Independent Directors for a fixed term of 5 years.

The above appointment and re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance forming part of this Report.

SUBSIDIARY COMPANY

In compliance with the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts along with the Directors'' and Auditors'' report for the year ended 31st March, 2014 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and SRS Freight Management Ltd, the subsidiary of Shreyas Relay Systems Limited are annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief, in respect of the year ended on 31st March, 2014;

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

b) appropriate accounting policies have been selected and applied consistently, and such 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, 2014 and of the profit of the Company for the year ended on 31st March, 2014;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure II to this Report alongwith the Auditors'' Certificate on its compliance by the Company (Annexure IV) and applicable certification of the Chief Executive Officer and Chief Financial Officer (Annexure III).

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at the conclusion of the 26th Annual General Meeting and offer themselves for re-appointment. They have confirmed their eligibility and willingness to accept office, if re-appointed.

As regards the qualifications made by the Auditors, your Directors wish to state that the Company has a policy of amortising Dry dock Expenses over 30 months. Accordingly Rs. 256.32 Lacs out of unamortized amount at the beginning of the quarter have been charged to statement of profit and loss and balance amount of Rs. 469.09 lacs have been deferred to be amortised over the balance period. The Auditors have qualified their Review Report stating that this treatment is not in accordance with Accounting Standard and dry dock

expenses are overstated to the extent of Rs. 256.32 lacs for the quarter and overstated by Rs. 128.67 lacs for the previous quarter. Cumulatively the profit is overstated by Rs. 469.09 lacs as on 31st March 2013 (to the extent carried forward), and the entire expenses should have been charged off to statement of Profit and Loss in the respective quarter itself. However, in the opinion of the Board, the Company''s accounting treatment reflects the profit for the quarter/year more correctly. Further, the capitalisation of dry-dock expenditure (major inspection/ overhaul expenditure) is permitted by the draft new accounting standard on ''tangible fixed asset'' under consideration by the ICAI (para 15 of draft AS 10 (revised)).

The Company has exercised the option provided by the Government notification dated 29th December, 2011, in furtherance to the earlier Government Notification dated 31st March, 2009, under Accounting Standard 11 to capitalise/ adjust the foreign exchange differences arising on reporting of long term foreign currency monetary items in so far as they relate to acquisition of depreciable capital assets. Ministry of Corporate Affairs has clarified that borrowing costs as defined in Para 4(e) of Accounting Standard 16 ( borrowing costs) need not be excluded for such capitalisation under Accounting Standard 11 notification w.e.f. 1st April, 2011. This has vindicated the Company''s stand on the issue but only from 1st April, 2011. If the capitalisation had been done after adjusting the borrowing cost, depreciation for the quarter would have been less to the extent of Rs. 2.94 Lacs, Rs. 3.01 lacs for previous quarter, Rs. 11.94 Lacs for the year ended 31st March, 2014, Rs. 11.94 Lacs for the year ended 31st March, 2013 & cumulative depreciation overstated by Rs. 59.98 lacs. Rs. 212.28 lacs would have been charged to statement of profit and loss as a prior year expenses & the Fixed assets and Reserves would have been less by Rs. 152.30 Lacs. The Auditors have qualified this due to non-adoption of FAQ issued by ICAI (till 31st March, 2011). The Company does not agree with this interpretation of ICAI of the notification.

COST AUDIT

The Central Government has not recommended cost audit of the Company during the year under consideration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Under the Notification No. GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo, the position is as under:

PERSONNEL

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, this Report and the Accounts Statement are being sent to all Shareholders excluding the Statement of Particulars of Employees under section 217(2A). Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENTS

Your Directors thank the Company''s clients, vendors, charterers, business associates, main line operators, investors, shareholders and bankers for their continued support during the year. It will be your Company''s endeavour to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Shipping, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, Securities and Exchange Board of India (SEBI), The Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Shipowners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors Place: Mumbai S. Ramakrishnan Date: 26th May, 2014 Chairman & Managing Director

Mar 31, 2013

The Directors are pleased to present the Twenty Fifth Annual Report and the audited accounts for the financial year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Current Year Previous Year ended 31.03.2013 ended 31.03.2012

Operating Income 20431.97 16769.25

Other Income 201.75 351.75

Profit before Interest, Depreciation and Tax 3400.65 2068.54

Less: Interest 669.88 379.69

Depreciation 1402.79 1159.94

Profit before Tax and Prior Year Adjustment 1327.98 528.92

Less: Provision for Current Taxation 65.00 (9.56)

Profit After Tax and Exceptional Items 1262.98 538.48

Add: Balance brought forward from previous year 2992.19 3528.67

Amount available for appropriation 4255.17 4067.15 Appropriations:

Transfer to Capital Redemption Reserve 800.00

Transfer to Tonnage Tax Reserve 250.00 60.00

Preference Dividend paid 75.17

Tax on dividend paid 12.19

Proposed Equity Dividend 131.74 109.79

Tax on Equity dividend 22.39 17.81

Balance carried to Balance Sheet 3851.04 2992.19

DIVIDEND

In view of the performance of the Company, the Board of Directors recommends a Dividend of 6 % on the Equity shares for the current financial year. This Dividend is subject to the approval of the Members at the Twenty fifth Annual General Meeting to be held on 22nd July, 2013. The payment of dividend on equity shares will entail a cash outflow of Rs. 154.13 lacs including dividend distribution tax.

REVIEW OF OPERATIONS

During the year, your Company has acquired two container vessels thereby increasing its tonnage by over 90%. With this, your Company has six vessels out of which five vessels are deployed on the Indian coast. Your Company is dedicated towards enhancing the share of coastal shipping in the Indian transportation pie.

The vessels carry mainly feeder and domestic cargo. Feeder cargo is the transshipment cargo for Main Line Operators

(MLO) from hub ports to smaller ports since the big vessels cannot call all the Indian ports. Domestic cargo is the movement of cargo within India. Your Company''s USP is its ability to generate cargo on the round voyage.

The wholly owned company Shreyas Relay Systems Limited (SRS) has made rapid progress in the various areas of transportation. It has posted a growth of 56 % in the top line and 51% in the bottom line. With a strong fleet of owned vehicles and containers, SRS has ventured into various segments of road transportation. It has also made remarkable progress in the rail transportation. SRS proposes to additionally focus on the movement of special equipments and also creating a worldwide strong agents network. Thus, SRS is now poised to make a strong mark in the Indian logistics industry.

At a consolidated level, the Company has posted a growth in the top line of 44 % from Rs. 270.77 crores in the year 2011-2012 to Rs. 388.89 crores in the year 2012-2013. The Net Profit After tax was Rs. 15.40 crores in the current year and the cash profit wasRs.31.85 crores.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure I to this Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956 an amount of Rs. 4.87 lacs being unclaimed dividend (final) for the year ended 31st March, 2005 and Rs. 3.55 lacs being unclaimed dividend (interim dividend) for the year ending 31st March, 2006 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. Shreyas has been re-certified by DNV Quality Registrar in accordance with the Standard ISO 9001:2008 upto 30th October, 2015.

Moving forward, the Company shall continue to further strengthen its processes by adopting best-in-class standards.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

DIRECTORS

Mr. L. B. Culas, Mr. Mannil Venugopalan and Mr. S. Ragothaman retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

The above re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance forming part of this Report.

SUBSIDIARY COMPANY

In compliance with the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts alongwith the Directors'' and Auditors'' report for the year ended 31st March, 2013 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and Haytrans (India) Ltd, the subsidiary of Shreyas Relay Systems Limited are annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief, in respect of the year ended on 31st March, 2013;

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

b) appropriate accounting policies have been selected and applied consistently, and such 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, 2013 and of the profit of the Company for the year ended on 31st March, 2013;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure II to this Report alongwith the Auditors'' Certificate on its compliance by the Company (Annexure IV) and applicable certification of the Chief Executive Officer and General Manager- Finance & Accounts (Head of Accounts and Finance) (Annexure III).

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at the conclusion of the 25th Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

As regards the observation made in the Auditor''s report, your Directors wish to state that in accordance with the regulations of International Maritime Organisation (IMO), every vessel is required to undergo a drydocking activity twice in a period of five years (about once every two and half years). Drydocking involves substantial cost and if the entire amount is absorbed in the same financial year, it does not reflect the appropriate and correct financial performance. India is also now preparing itself for IFRS. As per the IFRS, the drydocking expenses will be amortized to the date of the next expected dry docking. Further the capitalisation of drydock expenditure (major inspection/ overhaul expenditure) is also permitted by the draft new accounting standard on ''tangible fixed asset'' (para 15 of draft AS 10 (revised)) under consideration by the Institute of Chartered Accountants of India (ICAI). The Company has therefore changed the Accounting Policy in the current year for Drydock Expenses to amortising the drydock expenses over 30 months, whereas in the previous year such expenses were fully charged off to Statement of Profit and Loss in the year of incurrence itself. In view of the above, the Board of Directors opine that this accounting treatment reflects the profit for the year more correctly.

As regards the observation made in the Auditor''s report, your Directors also wish to state that the interpretation of the ICAI is not found in the notification issued by the Government of India and hence has no legal sanction. Accounting Standard-16 covers capitalisation of interest in projects in respect of ''qualifying assets'' and cannot be applied to all cases of capital expenditure. Such an interpretation by the Institute of Chartered Accountants of India has the effect of taking foreign exchange gains to the credit of capital expenditure but a major part of foreign exchange loss to interest expenditure, which cannot be the intention of the Government notification, which is to give relief to industries from violent negative fluctuations in foreign exchange. In our view the accounting treatment given by the Company is correct and helps reflect a true and fair view of profit for the year.

This has also been clarified by the Ministry of Corporate Affairs stating that the exchange rate difference regarded as adjustment to interest as defined in para 4 (e) of Accounting Standard 16 need not be excluded for capitalisation of exchange differences as permitted in Accounting Standard 11 Notification with effect from 1st April 2011.

COST AUDIT

The Central Government has not recommended cost audit of the Company during the year under consideration.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Under the Notification No. GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company as the shipping industry is not included in the Schedule to the relevant rules.

PERSONNEL

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, this Report and the Accounts Statement are being sent to all Shareholders excluding the Statement of Particulars of Employees under section 217(2A). Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENTS

Your Directors thank the Company''s clients, vendors, charterers, business associates, main line operators, investors, shareholders and bankers for their continued support during the year. It will be your Company''s endeavour to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Shipping, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Shipowners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Place: Mumbai V. Ramnarayan

Date: 27th May, 2013 Executive Director

Mar 31, 2012

The Directors are pleased to present the Twenty Fourth Annual Report and the audited accounts for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Rs in Lacs) Current Year ended Previous Year ended 31.03.2012 31.03.2011

Operating Income 16769.25 12687.62

Other Income 351.75 200.13

Profit before Interest, Depreciation and Tax 2068.54 2561.07

Less: Financial Cost 379.69 618.72

Depreciation 1159.94 1054.11

Profit before Tax and Prior Year Adjustment 528.92 888.24

Less: Provision for Taxation (9.56) 13.00

Profit After Tax and Exceptional Items 538.48 875.24

Add: Balance brought forward from previous year 3528.67 3207.20

Amount available for appropriation 4067.15 4082.44

Appropriations:

Transfer to General Reserve - 25.00

Transfer to Capital Redemption Reserve 800.00 -

Transfer to Tonnage Tax Reserve - 159.00

Dividend paid on Preference Shares 75.17 76.00

Tax on dividend paid on Preference Shares 12.19 12.62

Interim Dividend paid on Equity Shares - 109.79

Tax on Interim dividend on Equity Shares - 18.23

Proposed Dividend on Equity Shares 109.79 131.75

Tax on proposed dividend on Equity Shares 17.81 21.37

Net surplus in Statement of Profit and Loss Account 3052.19 3528.68

DIVIDEND

In view of the turnaround performance of the Company, the Board of Directors recommends a Dividend of 5% on the Equity shares for the current financial year. This Dividend is subject to the approval of the Members at the Twenty fourth Annual General Meeting to be held on 21st July, 2012.The Company has during the year paid dividend on Preference shares amounting to Rs 87.36 lacs including dividend distribution tax. The total outflow on account of Equity and Preference dividend is 2.14 crores including dividend distribution tax.

REVIEW OF OPERATIONS

During the year, the turnover of the Company increased from Rs 126.87 crores in the previous year to Rs 167.69 crores in the current year. In the previous year 2010-11, the expenditure on fuel oil constituted 36% of the revenue which has increased to 44% during the current year. This constituted an impact of 8% on the EBIDTA. The Company was able to successfully pass on some expenses to the customers and also had better utilization of tonnage. Therefore the Company has been able to post a Profit After Tax of Rs 5.38 crores and cash profit of Rs 16.98 crores

As regards, containerized logistics, Shreyas has through its wholly owned subsidiary Shreyas Relay Systems Limited (SRS), ventured into road transportation, warehousing and rail movement. SRS now has moved towards a complete backward integrated model thereby offering its clientele various services. Shreyas is now concentrating on the Lead Logistics Provider concept whereby it offers a single window solution to its clients for their entire logistics needs.

SRS has added branches and satellite branches at various locations within India. It has also hired adequate manpower in view of its expansion plans in the logistics space including road, rail transportation and freight forwarding. The turnover of the Company increased more than 50% from Rs 113.31 crores to Rs 172.18 crores. However given the gestation period, the Company has been able to post a Net Profit of the wholly owned subsidiary of Rs 2.19 crores and cash profit of Rs 4.07 crores.

At a consolidated level, the Company has been able to achieve a top line growth of over 42% from Rs 190.38 crores in the year 2010- 2011 to Rs 270.77 crores in the year 2011-2012. The Net Profit After tax was Rs 5.63 crores in the current year and the cash profit was Rs 19.13 crores.

As requested by the preference shareholders, the Company has early redeemed 9.50% Non convertible Cumulative Redeemable Preference Shares of Rs 100/- each on 28th March, 2012 out of internal accruals. The Company has created Capital Redemption Reserve to that effect.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure I to this Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956 an amount of Rs 2.98 lacs being unclaimed dividend (interim dividend) for the year ending 31st March, 2005 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. Shreyas has been re-certified by DNV Quality Registrar in accordance with the Standard ISO 9001:2008 upto 31st October, 2012.

Moving forward, the Company shall continue to further strengthen its processes by adopting best-in-class standards.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

DIRECTORS

Mr. D. T. Joseph and Capt. P. P. Radhakrishnan retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Ritesh Ramakrishnan was appointed as an Additional Director w.e.f 30th May, 2012.

The above appointment and re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance forming part of this Report.

SUBSIDIARY COMPANY

In compliance with the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts alongwith the Directors' and Auditors' report for the year ended 31st March, 2012 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and Haytrans (India) Ltd, the subsidiary of Shreyas Relay Systems Limited are annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief, in respect of the year ended on 31st March, 2012;

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

b) appropriate accounting policies have been selected and applied consistently, and such 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, 2012 and of the profit of the Company for the year ended on 31st March, 2012;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a 'going concern' basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure II to this Report alongwith the Auditors' Certificate on its compliance by the Company (Annexure IV) and applicable certification of the Chief Executive Officer and Chief Financial Officer (Annexure III).

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at the conclusion of the 24th Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

As regards the observation made in the Auditor's report, your Directors wish to state that the interpretation of the Institute of Chartered Accountants of India is not found in the notification issued by the Government of India and hence has no legal sanction. Accounting Standard-16 covers capitalisation of interest in projects in respect of 'qualifying assets' and cannot be applied to all cases of capital expenditure. Such an interpretation by the Institute of Chartered Accountants of India has the effect of taking foreign exchange gains to the credit of capital expenditure but a major part of foreign exchange loss to interest expenditure, which cannot be the intention of the Government notification, which is to give relief to industries from violent negative fluctuations in foreign exchange. In our view the accounting treatment given by the Company is correct and helps reflect a true and fair view of profit of the year.

COSTAUDIT

The Central Government has not recommended cost audit of the Company during the year under consideration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Under the Notification No.GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo, the position is as under:

Sr. Particulars Rs in Lacs No. (2011-12)

(i) Foreign exchange earnings including 5,852.56 proceeds on sale of ship (on accrual basis)

(ii) Foreign exchange outgo including 5,885.32 operating components and spare parts and other expenditure in foreign currency (on acc rual basis)

PERSONNEL

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, this Report and the Accounts Statement are being sent to all Shareholders excluding the Statement of Particulars of Employees under section 217(2A). Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENTS

Your Directors thank the Company's clients, vendors, charterers, business associates, main line operators, investors, shareholders and bankers for their continued support during the year. It will be your Company's endeavour to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Shipping, the Ministry of Finance, the Ministry of Company Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Ship Owners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Place: Mumbai S. Ramakrishnan

Date: 30th May, 2012 Chairman & Managing Director

Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twenty third Annual Report and the audited accounts for the financial year ended 31st March, 2011.

FINANCIAL PERFORMANCE (Rs. in Lacs)

Current Year ended Previous Year ended

31.03.2011 31.03.2010

Operating Income 12,687.68 9,845.57

Other Income 234.01 (376.89)

Profit before Interest, Depreciation and Tax 2,560.69 (522.44)

Less: Interest 618.33 313.33

Depreciation 1,054.11 1,157.86

Profit before Tax and Prior Year Adjustment 888.24 (1,993.63)

Less: Provision for Current Taxation 13.00 53.76

Profit after Tax and Exceptional Items 875.24 (2,047.39)

Add: Balance brought forward from previous year 3,207.20 5,455.40

Amount available for appropriation 4,082.44 3,408.01

Appropriations:

Transfer to General Reserve 25.00 -

Transfer to Capital Redemption Reserve - 110.00

Transfer to Tonnage Tax Reserve 159.00 -

Preference Dividend paid 76.00 -

Tax on dividend paid 12.62 -

Interim dividend paid on Equity Shares 109.79 -

Tax on Interim dividend on Equity Shares 18.23 -

Proposed Equity Dividend 131.75 -

Tax on Equity Dividend 21.37 -

Proposed Preference Dividend - 77.88

Tax on Preference Dividend - 12.94

Balance carried to Balance Sheet 3,528.68 3,207.20

DIVIDEND

In view of the turnaround performance of the Company, the Board of Directors recommend a Dividend of 6% on the Equity shares for the current financial year. This Dividend is subject to the approval of the Members at the Twenty third Annual General Meeting to be held on 17th August, 2011. The payment of dividend on shares will entail a cash outflow of Rs.153.12 lacs including dividend distribution tax.

The Board of Directors at its meeting held on 26th October, 2010 has declared an interim dividend of 5% on the Equity Shares of Rs.10/- each and 11% on its 11% Convertible Non Cumulative Redeemable Preference Shares of Rs.100/- each.

Thus the total outflow on account of dividend distribution would amount to Rs.216.64 lacs including total dividend distribution tax.

REVIEW OF OPERATIONS

The current year has been one of the memorable years for Shreyas. During the year, your Company refocused its business model and could thereby build better revenues alongwith cost monitoring at all times. This has helped the Company to achieve a significant turnaround and emerge successfully.

Shreyas has put up a commendable performance during the year. Though Shreyas had posted a Net Loss of Rs.2,047.39 lacs, in the previous year. However during the current year, it has been able to make a Profit After Tax (PAT) of Rs.875.24 lacs. This clearly depicts a swing of Rs.2,922.63 lacs in the profits of the Company. This was possible due to the cost saving measures. Also the refocusing helped in building the top line.

Shreyas presently operates on the West coast and the South coast.

As regards, containerized logistics, Shreyas has through its wholly owned subsidiary, ventured into road transportation and warehousing. It is also venturing into rail movement. Shreyas is now moving towards a complete backward integration of its services thereby offering its clientele various value added services. Shreyas has through its wholly owned subsidiary plans to acquire trailers (owned and leased) for its road transportation. The fleet of trailers acquired by the Company have GPS connectivity thereby providing real time information to clients. In addition to the above, the Company has through its wholly owned subsidiary also signed an agreement for Warehouse & Domestic cargo distribution center at Tuticorin and Mundra. With this, Shreyas is now moving closer towards establishing itself as a Lead Logistics Player in the Industry giving complete logistics solutions to our clients.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure I to this Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed dividend was due for transfer to the Investor Education and Protection Fund established by the Central Government during the year.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. Shreyas has been re-certified by DNV Quality Registrar in accordance with the Standard ISO 9001:2008 upto 31st October, 2012.

Moving forward, the Company shall continue to further strengthen its processes by adopting best-in-class standards.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

DIRECTORS

Mr. S. Mahesh and Mr. Amitabha Ghosh retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. K.P. Medhekar has resigned as a Director with effect from 1st October, 2010.

Mr. Mannil Venugopalan was appointed as additional director w.e.f. 3rd September, 2010

The above appointment and re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance forming part of this Report.

SUBSIDIARY COMPANY

In compliance with the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts alongwith the Directors and Auditors report for the year ended 31st March, 2011 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and Haytrans (India) Ltd, the subsidiary of the Company are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief, in respect of the year ended on 31st March, 2011;

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

b) appropriate accounting policies have been selected and applied consistently, and such 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, 2011 and of the profit of the Company for the year ended on 31st March, 2011;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a Ãgoing concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure II to this Report alongwith the Auditors Certificate on its compliance by the Company (Annexure IV) and applicable certification of the Chief Executive Officer and Chief Financial Officer (Annexure III).

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at the conclusion of the 23rd Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

As regards the observation made in the Auditors report, your Directors wish to state that the interpretation of the Institute of Chartered Accountants of India is not found in the notification issued by the Government of India and hence has no legal sanction. Accounting Standard-16 covers capitalisation of interest in projects in respect of Ãqualifying assets and cannot be applied to all cases of capital expenditure. Such an interpretation by the Institute of Chartered Accountants of India has the effect of taking foreign exchange gains to the credit of capital expenditure but a major part of foreign exchange loss to interest expenditure, which cannot be the intention of the Government notification, which is to give relief to industries from violent negative fluctuations in foreign exchange. In our view the accounting treatment given by the Company is correct and helps reflect a true and fair view of profit of the year.

COST AUDIT

The Central Government has not recommended cost audit of the Company during the year under consideration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Under the Notification No.GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo, the position is as under:

Sr. Particulars Rs. in Lacs No. (2010-11)

(i) Foreign exchange earnings including 2,441.23 proceeds on sale of ship (on accrual basis)

(ii) Foreign exchange outgo including operating 3,658.29 components and spare parts and other expenditure in foreign currency (on accrual basis)

PERSONNEL

Iformation as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of section

219(1)(b)(iv) of the said Act, this Report and the Accounts Statement are being sent to all Shareholders excluding the Statement of Particulars of Employees under section 217(2A). Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENTS

Your Directors thank the Companys clients, vendors, charterers, business associates, main line operators, investors and bankers for their continued support during the year. It will be your Companys endeavour to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Shipping, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Ship Owners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Place: Mumbai S. Ramakrishnan

Date: 25th May, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors are pleased to present the Twenty Second Annual Report and the audited accounts for the financial year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Current Year Previous Year

ended 31.03.2010 ended 31.03.2009

Operating Income 9845.57 14922.80

Other Income (386.89) 3061.77

Profit before Interest, Depreciation and Tax (522.44) 3999.65

Less: Interest 313.33 825.14

Depreciation 1157.86 1334.73

Profit before Tax and Prior Year Adjustment (1993.63) 1836.11

Add / Less: Extraordinary items - -

Less: Prior Year Adjustment - 3.67

Less: Provision for Current Taxation and Fringe Benefit tax 53.76 320.39

Provision for Prior Year Tax - 16.51

Profit after Tax and Exceptional Items (2047.39) 1499.20

Add: Balance brought forward from previous year 5455.40 4454.71

Amount available for appropriation 3408.01 5953.92

Appropriations:

Transfer to General Reserve - -

Transfer to Capital Redemption Reserve 110.00 390.00

Transfer to Tonnage Tax Reserve - -

Preference Dividend paid - 18.13

Tax on dividend paid - 3.08

Proposed Equity Dividend - -

Tax on Equity Dividend - -

Proposed Preference Dividend 77.88 74.62

Tax on Preference Dividend 12.94 12.68

Balance carried to Balance Sheet 3207.20 5455.40

DIVIDEND

The Board of Directors does not recommend a Dividend on the Equity shares for the current financial year. However the Board of Directors recommends a dividend of Rs.8.20 per Preference share (8.20%; previous year total dividend: 8.20%). This Dividend is subject to the approval of the Members at the Twenty second Annual General Meeting to be held on Tuesday 21st September, 2010.

The payment of dividend on Preference shares will entail a cash outflow of Rs. 90.82 lacs including dividend distribution tax.

REVIEW OF OPERATIONS

Shreyas performance during the year has been largely influenced by the rising fuel prices, lower charter hire rates and freight rates. These factors were beyond the control of the Management. Despite this, Shreyas has put up a satisfactory performance in fairly challenging environment. During the year, although Shreyas has posted a Net Loss of Rs. 20.47 crore, it has been able to make decent cash profits against huge business losses posted by international shipping giants. Shreyas Relay Systems Limited, wholly owned subsidiary, which is the front end for the logistics activity of the Company has made a Net profit of Rs. 6.09 crore. Therefore after excluding the depreciation of Rs. 11.58 crore, the consolidated cash profit of Shreyas is Rs. 2.91 crore (excluding loss on sale of ship Rs. 6.13 crore) which is significant achievement given the global economic background.

The Company presently operates on the West coast and South coast. Considering the prospects in the domestic market, the Company has, with a view to expand its base, commenced services to newer ports like Pipavav and Mangalore. The Company has also introduced newer commodities in its trade. Out of the total volumes carried during the year by Shreyas, 50.11% were logistics volumes and balance 49.89% were feeder volumes. In view of the improvement in the container trade, the Company recommenced its Regional services. This has helped Shreyas in two ways i.e growth in top line numbers and reduction in bunker cost.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure I to this Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956 an amount of Rs. 2.51 lacs being unclaimed dividend for the year ended 31st March, 2002 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. Shreyas has been re-certified by DNV Quality Registrar in accordance with the Standard ISO 9001:2008 upto 31st October, 2012.

Moving forward, the Company shall continue to further strengthen its processes by adopting best-in-class standards.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

DIRECTORS

Mr. L. B.Culas and Mr. K.P. Medhekar retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Bherulal Chaudhary has resigned as a Director with effect from 17th July, 2009.

The above appointment and re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance forming part of this Report.

SUBSIDIARY COMPANY

In compliance with the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts alongwith the Directors and Auditors report for the year ended 31st March, 2010 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and Haytrans (India) Ltd, the subsidiary of the Company are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief, in respect of the year ended on 31st March, 2010;

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

b) appropriate accounting policies have been selected and applied consistently, and such 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, 2010 and of the profit of the Company for the year ended on 31st March, 2010;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a Ãgoing concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure II to this Report alongwith the Auditors Certificate on its compliance by the Company (Annexure IV) and applicable certification of the Chief Executive Officer and Chief Financial Officer (Annexure III).

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at the conclusion of the 22nd Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

As regards the observation made in the Auditors report, your Directors wish to state that the interpretation of the Institute of Chartered Accountants of India is not found in the notification issued by the Government of India and hence has no legal sanction. Accounting Standard-16 covers capitalisation of interest in projects in respect of Ãqualifying assets and cannot be applied to all cases of capital expenditure. Such an interpretation by the Institute of Chartered Accountants of India has the effect of taking foreign exchange gains to the credit of capital expenditure but a major part of foreign exchange loss to interest expenditure, which cannot be the intention of the Government notification, which is to give relief to industries from violent negative fluctuations in foreign exchange. In our view the accounting treatment given by the Company is correct and helps reflect a true and fair view of profit of the year.

COST AUDIT

The Central Government has not recommended cost audit of the Company during the year under consideration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Under the Notification No.GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo, the position is as under:

Rs. in Lacs (2009-10)

(i) Foreign exchange earnings including 2,845.92

proceeds on sale of ship (on accrual basis)

(ii) Foreign exchange outgo including 4,769.09

operating components and spare parts and other expenditure in foreign currency (on accrual basis)

PERSONNEL

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, this Report and the Accounts Statement are being sent to all Shareholders excluding the Statement of Particulars of Employees under section 217(2A). Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENTS

Your Directors thank the Companys clients, vendors, charterers, business associates, main line operators, investors and bankers for their continued support during the year. It will be your Companys endeavour to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Shipping, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Ship Owners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Place : Mumbai S. Ramakrishnan

Date : 24th May, 2010 Chairman & Managing Director

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