Notes to Accounts of Transworld Shipping Lines Ltd.

Mar 31, 2025

13.2 Terms of rights attached to equity shares

(a) The Company has only one class of equity shares having a par value of Rs.10 each. Each shareholder of equity shares is entitled to one vote per share. Dividend proposed by the Board of Directors, if any, is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend.

(b) In the event of liquidation,the equity share holders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their share holding.

Note 28(a): One of its vessels MV âSSL Brahmaputraâ met with fire onboard on January 1, 2024 and the Company has charged the cost of repairs and estimated loss adjustment expenditure incurred in respective periods (including towing charges). On the basis of management''s assessment, duly supported by an Initial Survey Report of an independent expert, the Company had recognised the corresponding insurance claim, as exceptional items in the Statement of Profit and Loss during respective periods.

During the year ended March 31, 2025, consequent to receipt of final survey report and as a matter of prudence, pending submission of additional documentation and final general loss adjustment by average adjustors, the Company has reversed insurance claim recoverable of Rs. 678 Lakhs yet to be approved.

Further, the Company expects that there won''t be any liability towards potential cargo claims as it is adequately insured towards such liability.

29.2. Defined benefit plans

a) Gratuity (funded)

The Company provides for gratuity for on-shore employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall be payable to an employee on the termination of his employment after he has rendered continued services for not less than 5 years, or on the superannuation or resignation. However, in case of death of the employee, the minimum period of 5 years shall not be required. The amount of gratuity payable on termination/retirement is the employee last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years'' service completed.

In assessing the Company''s post retirement liabilities, the Company monitors mortality assumptions and uses up-to date mortality tables, the base being the Indian assured lives mortality (2012-14) ultimate.

The Company expects to contribute Rs. 10 Lakhs (for the year ended March 31, 2024: Rs 5 Lakhs) to its gratuity plan for the next year.

Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations after considering several applicable factors such as the composition of plan assets, investment strategy, market scenario, etc.

The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

In presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

b) Compensated absences (unfunded)

As per the Company''s policy, accumulated leave may be availed by an employee during the period of his service and may be encashed on separation (i.e. due to death, retirement, separation or resignation). Compensated absences which are not expected to be encashed or availed within twelve months of the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the Balance Sheet date.

b) Non-current assets:

All non-current assets of the Company are registered in India.

c) Information about major customers

Revenue from operations include revenues of Rs 39,400 Lakhs (for the year March 31, 2024: Rs 23,644 lakh) from the single largest customer of the Company.

33. Financial instruments

33.1 Capital management

The Company''s objective for capital management is to maximize shareholder value, safeguard business continuity and maintain an optimal capital structure to reduce the cost of capital. The Company maintains its financial framework to support the pursuit of value growth for shareholders, while ensuring a secure financial base. In order to maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or sell assets to reduce debt.

The capital structure of the Company consists of total equity and debt. The Company is not subject to any externally imposed capital requirements.

The financial instruments are categorised into three levels based on the inputs used to arrive at fair value measurements as described below:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3: Inputs based on unobservable market data

The following table presents the changes in investment in unlisted equity shares other than associates or joint venture (level 3 item)

33.5Financial risk management objectives

While ensuring liquidity is sufficient to meet Company''s operational requirements, the Company''s financial management committee also monitors and manages key financial risks relating to the operations of the Company by analyzing exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

33.6 Market risk

Market risk is the risk or uncertainty arising from possible market price movements and their impact on the future performance of a business. The major components of market risk are freight rate movements, commodity price risk (fuel), foreign currency exchange risk and interest rate risk.

33.7 Foreign currency risk management

The Company undertakes transactions denominated in different foreign currencies and consequently exposed to exchange rate fluctuations. Exchange rate exposures are managed within approved policy parameters. The carrying amounts of the Company''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

33.8Foreign currency sensitivity analysis

The Company is principally exposed to foreign currency risk against USD. Sensitivity of profit or loss arises mainly from USD denominated receivables and payables. As per management''s assessment of reasonable possible changes in the exchange rate of /- 5% between INR and following currencies, sensitivity of profit or loss only on outstanding foreign currency denominated monetary items at the period end is presented below. A positive number below indicates an increase in profits or equity where INR strengthens 5% against the relavant currency. For a 5% weakening of INR against the relavant currency , there would be a comparable impact on profit or equity, and the balances below would be negative.

In the management''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

Hedge Accounting

As part of its risk management strategy, the Company makes use of financial derivative instruments, including cross currency interest rate swaps, natural hedging and foreign exchange forward contracts, for hedging the risk embedded in some of its financial liabilities recognized on the balance sheet. The objective of hedge accounting is to represent, in the Company''s financial statements, the effect of the Company''s use of financial instruments to manage exposures arising from particular risks that could affect profit or loss.

For derivative contracts designated as hedge, the Company documents, at inception, the economic relationship between the hedging instrument and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge and the methods used to assess the hedge effectiveness. The tenor of hedging instrument may be less than or equal to the tenor of underlying hedged liability. Financial contracts designated as hedges are accounted for in accordance with the requirements of Ind AS 109 depending upon the type of hedge. The Company applies cash flow hedge accounting to hedge the variability in the future cash flows attributable to interest rate risk on floating rate liabilities and liabilities subject to foreign exchange risk.

The Company has a policy on assessment, measurement and monitoring of hedge effectiveness which provides a guideline for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position from an accounting and risk monitoring perspective. Hedge effectiveness is ascertained at the time of inception of the hedge and periodically thereafter. The Company assesses hedge effectiveness both on prospective and retrospective basis. The prospective hedge effectiveness test is a forward looking evaluation of whether or not the changes in the cash flows of the hedging position are expected to be highly effective on offsetting the changes in the cash flows of the hedged position over the term of the relationship. On the other hand, the retrospective hedge effectiveness test is a backward-looking evaluation of whether the changes in the cash flows of the hedging position have been highly effective in offsetting changes in the cash flows of the hedged position since the date of designation of the hedge.

Hedge effectiveness is assessed through the application of critical terms match method. Any ineffectiveness in a hedging relationship is accounted for in the statement of profit and loss. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in cash flows of the hedged item.

The Company, inter alia, takes into account the following criteria for constructing a hedge structure as part

of its hedging strategy:

a) The hedge is undertaken to reduce the variability in the profit & loss i.e. the profit or loss arising from the hedge structure should be lesser than the profit & loss on the standalone underlying exposure. In case of cash flow hedge for covering interest rate risk the hedge shall be only undertaken to convert floating cash flows to fixed cash flows i.e. the underlying has to be a floating rate liability.

b) At any point in time the outstanding notional value of the derivative deal(s) undertaken for the purpose of hedging shall not exceed the underlying portfolio notional. The hedge ratio therefore does not exceed 100% at the time of establishing the hedging relationship.

c) At any point in time the maturity of each underlying forming a part of the cluster/portfolio hedged shall be higher than the maturity of the derivative hedging instrument.

The company has entered into derivative contracts to hedge foreign currency exposure and the amount shown in equity represents effective portion of these hedges.

33.9Interest rate risk management

The Company is exposed to Interest risk if the fair value or future cash flows of its financial instruments will fluctuate as a result of changes in market interest rates. Fair value interest rate risk is the risk of changes in fair values of interest bearing instruments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in the interest rates.

Interest rate sensitivity analysis

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. For the floating rate interest bearing liabilities which have been hedged and converted into fixed rate interest bearing liabilities, the hedge is expected to be fully effective and hence there is no interest rate risk.

Interest Rate Sensitivity - Floating Rate Instruments

The sensitivity of the statement of profit and loss is the effect of the assumed changes in interest rates on the profit or loss for a year, based on the floating rate financial liabilities held as at each reporting date, after considering the effect of hedging instruments.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company''s profit for the year ended March 31,2025 would decrease/increase by Rs. 183.01 Lakhs (for the year ended March 31,2024: Rs. 209 Lakhs)

33.10 Other price risks

The Company is exposed to price risk arising from investments in mutual funds. Company''s equity investments are held for strategic rather than trading purpose.

The sensitivity analysis below have been determined based on the exposure to mutual fund price risk at the end of the reporting period.

If the Net Asset Value of mutual fund scheme has been 5% higher / lower, profit for the year ended March 31, 2025 would increase / decrease by Rs. 80 lakh (for the year ended March 31, 2024 : increase / decrease by Rs. 169 Lakhs ) as a results of the changes in the fair values of mutual fund investments.

33.11 Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of dealing only with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults.

Credit risk arises from cash and cash equivalents, deposits with banks as well as customers including receivables. Credit risk management considers available reasonable and supportive forward-looking information including indicators like external credit rating (as far as available), macro-economic information (such as regulatory changes, government directives, market interest rate).

Credit exposure is managed by counterparty limits for investment of surplus funds which is reviewed by the Management. Investments in liquid plan/schemes are with reputed fund houses having high rating. For banks, only high rated banks are considered for Placement of deposits.

Trade receivables consist of number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

33.12 Liquidity risk management

The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

33.13 Liquidity and interest rate tables

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The information included in the tables have been drawn up based on the cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The Company consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due.The tables include principal cash flows.

The following table details the Company''s expected maturity for its non-derivative financial assets. The information included in the table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company''s liquidity risk management as the liquidity is managed on a net asset and liability basis.

34. Contingent liabilities and Commitments (Rs in Lakhs )
(a) Particulars	As at March 31, 2025	As at March 31, 2024
(A) Contingent liabilities
(a) Claims against the Company not acknowledged as debt:
- on account of disputes related to Custom Duty	53	53
- on account of disputes related to Service tax*	362	362
- on account of disputes related to Income tax (fully adjusted with refunds due)	207	111
Total	622	526
(B) Commitments	-	-
* dispute claims excluding penalties

(b) Management is generally unable to reasonably estimate a range of possible loss for proceedings or disputes other than those included in the estimate above, including where parties are yet to raise claims on account of damages to the cargo, and the Company''s management does not believe, based on currently available information, that the outcomes of the above matters will have a material adverse effect on the Company''s financial position, though the outcomes could be material to the Company''s operating results for any particular period, depending, in part, upon the operating results for such year. It is not practicable for the Company to estimate the timings of cash flows, if any, in respect of the above.

35. Disclosure made in terms of schedule V of SEBI (Listing obligation and Disclosure Requirement ) 2015

The Company has not given any loan or advance in the nature of loan to subsidiary, associates or firm/companies in which directors are interested in view of Regulation 34(3) of SEBI (Listing obligations and disclosure requirement) Regulation, 2015.

36. i) The amount due to Micro and Small Enterprises as defined in the âThe Micro, Small and Medium Enterprises

Development Act, 2006â has been determined to the extent such parties have been identified on the basis of information collected by the Management.

40 Other statutory information

i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiariesâ

iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.â

v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

vii) The Company is not declared wilful defaulter by any bank or financials institution or lender during the year.

viii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

ix) The Company did not have any long-term contracts including derivative contracts (except as included in the note no. 16 and 33.8) for which there were any material foreseeable losses.

x) For the year ended March 31, 2025, the company is not required to transfer any amount into the Investor Education & Protection Fund.

xi) Additional Regulatory Information - Ratio

xii) The Company do not have transactions with companies which are struck off for the financial year 2024-2025.

41. There are no dividends paid during the year ended March 31, 2025. Dividends declared by the Company are based on the profit available for distribution. On May 27, 2025, the Board of Directors of the Company have proposed a final dividend of Rs.1.50 per equity share in respect of the year ended March 31, 2025 subject to the approval of shareholders at the Annual General Meeting.

42. Maintenance of Books of accounts under Section 128 of the Companies Act, 2013

The Company has used software applications for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software applications. Further the Company did not come across any instance of the audit trail feature being tampered with. The audit trail has been preserved by the Company as per the statutory requirements for record retention from the date it was enabled.

43 Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year''s classification.

Mar 31, 2024

(h) Provisions and contingent liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate

can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Contingent liabilities exist when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required or the amount cannot be reliably estimated. Contingent liabilities are appropriately disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.

(i) Employee benefits

(i) Short-term employee benefits:

Benefits accruing to employees in respect of wages, salaries, compensated absences, and expected cost of bonus which are expected to be availed within twelve months immediately following the year-end are reported as expenses during the year in which the employee performs the service that the benefit covers and the liabilities are reported at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Where the availment or encashment is otherwise not expected to wholly occur within the next twelve months, the liability on account of the benefit is actuarially determined using the projected unit credit method at the present value of the estimated future cash flow expected to be made by the Company in respect of services provided by employees up to the reporting date.

In respect of offshore employees benefit accruing in the nature of salaries are reported as expenses during the year in which the employee performs the related service. The company does not provide benefits in the nature of bonuses or compensated absences to offshore employees.

(ii) Retirement benefit costs and termination benefits

Defined contribution plans:

The eligible Onshore employees of the Company are entitled to receive benefits under the provident fund scheme which is in substance, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees'' salary (currently 12% of employees'' salary). Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions.

As per the Company''s agreement with the National Union Seafarers of India under Section 101 of the Merchant Navy Act, 1958 the Company in respect of its offshore employees makes monthly contributions towards provident fund and annuity at a specified percentage of the covered employees'' salary (currently 12% of basic salary and 10% of basic salary respectively) under Seamens Provident Fund Act and towards Gratuity at 12% of basic salary to Seafarers Welfare Fund Society. Payment of this fund is regarded as a contribution to defined contribution retirement benefits plans as the Company''s liability is restricted to the contribution made to these funds and recognized as an expense when employees have rendered the services entitling them to the contribution.

Defined benefit plans:

The Company''s liabilities towards gratuity is determined using the projected unit credit method, with actuarial valuations being carried out on half yearly basis.

Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the Balance

Sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income is reflected immediately in other equity and is not reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.

Defined benefit costs are categorised as follows:

â¢ service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

â¢ net interest expense or income; and

â¢ re-measurement

The Company presents the first two components of defined benefit costs in the Statement of Profit or Loss in the line item ''Employee benefits expense''. Curtailment gains and losses are accounted for as past service costs.

The defined benefit obligation recognised in the Balance Sheet represents the actual deficit or surplus in the Company''s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of reductions in future contributions to the plans.

Liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of termination benefit and when the entity recognises any related restructuring costs.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related services are rendered at the undiscounted amount of benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by the employees up to reporting date.

(j) Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

(k) Accounting and reporting of information for Operating Segments

Operating segments are those components of the business whose operating results are regularly reviewed by the Chief Operating Decision Makers (CODM) in the Company to make decisions for performance assessment and resource allocation. The Company''s Chief Operating Decision Maker is its Managing Director. The reporting of segment information is the same as provided to the management for the purpose of the performance assessment and resource allocation to the segments.

(l) Inventories

Inventories are stated at the lower of cost and net realisable value. The net realisable value represents the estimated selling price for inventories less all estimated costs necessary to make the sale.

The cost of inventories includes the cost of purchase and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories of fuel oil, lube oil and victualling stock is determined

on a first-in-first-out basis. Store and spares are charged off to the Statement of Profit and Loss upon receipt on the vessel.

(m) Cash and cash equivalents

Cash and cash equivalent in the Balance Sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

(n) Current and Non-Current Classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. Equity shares are classified as equity.

When an asset meets any of the following criteria it is treated as current:

â¢ Expected to be realised or intended to be sold or consumed in normal operating cycle

â¢ Held primarily for the purpose of trading

â¢ Expected to be realised within twelve months after the reporting period, or

â¢ Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

When a liability meets any of the following criteria it is treated as current:

â¢ It is expected to be settled in normal operating cycle

â¢ It is held primarily for the purpose of trading

â¢ It is due to be settled within twelve months after the reporting period, or

â¢ There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

(o) Financial instruments

Financial assets and financial liabilities are recognised when Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value except trade receivables, equity investments in associates and joint ventures and trade receivables that do not contain a significant financing component are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value/transaction price of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the Statement of Profit and Loss.

(a) Non-derivative financial instruments:

i) Cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks that are unrestricted for withdrawal and usage.

ii) Financial assets carried at amortised cost

Financial assets are subsequently measured at amortised cost using the effective interest method if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise to specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

iii) Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

iv) Financial assets at fair value through profit or loss

Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. Transaction costs that are directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the Statement of Profit and Loss.

v) Investment in associate and joint venture

The Company records the investments in associate and joint ventures at the initial transaction price less impairment loss, if any.

vi) Equity instruments

An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

vii) Financial liabilities at amortized cost

Financial liabilities are measured at amortised cost using the effective interest method. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

(b) Impairment:

i) Financial assets:

The Company assesses at each balance sheet date whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to 12 month expected credit losses or at an amount equal to lifetime expected losses, if the credit risk on the financial asset has increased significantly since initial recognition.

The Company assessed the expected credit losses associated with its assets carried at amortised cost and fair value through other comprehensive income based on the company''s past history of recovery, credit worthiness of the counterparty and existing market conditions.

ii) Non-financial assets:

Property, plant and equipment and intangible assets:

Property, plant and equipment and intangible assets with a finite life are evaluated for recoverability wherever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value in use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the Statement of Profit and Loss.

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On de-recognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable is recognised in the Statement of Profit and Loss.

A financial liability (or a part of a financial liability) is derecognised from the company''s Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Statement of Profit and Loss

(d) Derivative Financial instruments

The Company enters into derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risk.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in the Statement of Profit and Loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedged item and hedging relationship.

(e) Offsetting of financial instruments:

Financial assets and financial liabilities are offset, and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

(f) The fair value of financial instruments:

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in a general approximation of value and such value may never actually be realised.

(g) Hedge Accounting:-

The Company designates certain hedging instruments, which include derivatives in respect of foreign currency, as either cash flow hedge or fair value hedge. Hedges of foreign currency risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk.

(h) Fair value hedges

Changes in the fair value of the designated portion of derivatives that qualify as fair value hedges are recognized in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the designated portion of the hedging instrument and the change in the hedged item attributable to the hedged risk are recognized in profit or loss in the line item relating to the hedged item.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit or loss from that date.

(i) Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Amounts previously recognised in other comprehensive income and accumulated in equity relating to the effective portion as described above are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, such gains or losses are transferred from equity (but not as a reclassification adjustment) and included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised in the profit or loss account when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

4A. Key sources of estimation uncertainty and critical accounting judgements:

The preparation of the Standalone Financial Statements requires management to make judgements, estimates and assumptions about the reported amounts of assets and liabilities, and, income and expenses that are not readily apparent from other sources. Such judgments, estimates and associated assumptions are evaluated based on historical experience and various other factors, including estimation of the effects of uncertain future events, which are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements and estimations that have been made by the management in the process of applying the company''s accounting policies and that have the most significant effect on the amount recognised in the Standalone Financial Statements and/or key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

i. Revenue recognition:

The Company recognises unfinished voyage income and related expenses based on management''s estimates of the total number of days required to complete the voyage from the port of origin for the voyage to the port of destination given its operational performance during the period. The actual travel time per voyage may differ due to numerous reasons such as the size of the ship being loaded, cargo type and quantity, ship speed as well as delays occasioned by weather or due congestion at load or discharge ports etc., leading to differences in unfinished voyage income and expenses to be recognised for voyages in-transit at the end of the period.

ii. Useful lives and residual values of property, plant and equipment:

As described in 3(c) above, the management reviews the useful lives of property, plant and equipment at least once a year. Such lives for the fleet are dependent upon an assessment of both the technical lives of the assets and also their likely economic lives based on various internal and external factors including relative efficiency and operating costs, historical planned and scheduled maintenance, the operating condition of the vessel etc. Accordingly, depreciable lives are reviewed annually using the best information available to the Management.

Residual values for each vessel in the fleet are estimated based on the current steel scrap rate (adjusted for related cost of disposal) applied to the light weight of each vessel at the end of each financial year. Depending on the market conditions, if the residual value of a vessel is higher than its net book value. Company suspends depreciation until such time as the residual value falls below the net book value of the vessel. The residual value

of other property, plant and equipment is considered at 5% unless based on technical review, actual residual value post technical / economic lives are significantly different.

It is possible that the estimates made based on existing experience are different to the actual outcomes within the following financial periods and could cause a material adjustment to the carrying amount or depreciation charge on property, plant and equipment.

iii. Contingencies:

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that are possible but not probable of crystallising or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in note 34 to the Standalone Financial Statements but are not recognized. The management decides whether the matters need to be classified as ''remote,'' ''possible'' or ''probable'' based on expert advice, past judgements, terms of the contract etc. The company''s assessment of exposure to contingencies could change as new developments occur or more information becomes available. The outcome of the contingencies could vary significantly and could materially impact the Company''s results and financial position.

iv. Expected credit losses:

The Company assesses its expected credit losses at each reporting date. Allowances are applied to receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Key assumptions applied are experience (including comparisons of the relative age of accounts and consideration of actual write-off history), customer creditworthiness, changes in customer payment terms, the estimated debt recovery rates and future market conditions that could affect recovery. The actual level of debt collected may differ from the estimated levels of recovery.

v. Defined benefit plans:

The cost of a defined benefit plan and other post-employment benefits and the present value of such obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual development in the future. These include the determination of the discount rate, future salary escalations and mortality rates etc. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each financial year end.

vi. Fair value measurements

When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgements include consideration of inputs such as liquidity risk, credit risk and volatility.

vii. Preparation of financials statements on going concern basis

Company prepares the financial statement on a Going Concern assuming the cash flows generation from the continuation of operations including recovery against the insurance receivables, outflow for capital expenditure and the repayment obligations of debt and interest for the next twelve months. In calculating the cash flow generation from the business, certain assumptions are required to be made in respect of highly uncertain matters, including management''s expectations of earnings, interest cost and capex outflow to reflect the risks involved.

Note 28(a): During year one of its vessels ''MV SSL BRAHMAPURTA'' met with fire onboard on January 1, 2024 and the Company has charged the cost of repairs and estimated loss adjustment expenditure incurred upto March 31, 2024 of Rs. 3,430 lakh (including towing charges). On the basis of management''s assessment duly supported by an Initial Survey Report of an independent expert has also recognised the corresponding insurance claim of Rs. 3,089 lakhs and recoverable from charterer of Rs. 341 lakhs towards cost sharing of towing charges, as exceptional items to the Statement of Profit and Loss. Based on past experiences of settlement of marine insurance claims of the Company, the management is confident of recovering the same in full.

Further, the Company expects that there won''t be any liability towards potential cargo claims as it is adequately insured towards such liability.

29.2. Defined benefit plans

a) Gratuity (funded)

b) Compensated absences (unfunded)

As per the Company''s policy accumulated leave may be availed by an employee during the period of his service and may be encashed on separation (i.e. due to death, retirement, separation or resignation). Compensated absences which are not expected to be encashed or availed within twelve months of the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the Balance Sheet date.

b) Non-current assets:

All non-current assets of the Company are registered in India.

c) Information about major customers

Revenue from operations include revenues of Rs 23,644 lakhs (for the year March 31, 2023: Rs 40,468 lakh) from the single largest customer of the Company.

33. Financial instruments

33.1 Capital management

The capital structure of the Company consists of total equity and debt. The Company is not subject to any externally imposed capital requirements.

33.5Financial risk management objectives

33.6 Market risk

33.8Foreign currency sensitivity analysis

Hedge Accounting

Financial contracts designated as hedges are accounted for in accordance with the requirements of Ind AS 109 depending upon the type of hedge. The Company applies cash flow hedge accounting to hedge the variability in the future cash flows attributable to interest rate risk on floating rate liabilities and liabilities subject to foreign exchange risk.

33.9Interest rate risk management

Interest rate sensitivity analysis

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has fixed rate interest bearing liabilities where no interest rate risk is perceived. For the floating rate interest bearing liabilities which have been hedged and converted into fixed rate interest bearing liabilities, the hedge is expected to be fully effective and hence there is no interest rate risk.

Interest Rate Sensitivity - Floating Rate Instruments

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company''s profit for the year ended March 31,2024 would decrease/increase by Rs. 209 lakhs (for the year ended March 31,2023: Rs. 249 lakhs)

33.10 Other price risks

The Company is exposed to price risk arising from investments in mutual funds. Company''s equity investments are held for strategic rather than trading purpose.

The sensitivity analysis below have been determined based on the exposure to mutual fund price risk at the end of the reporting period.

If the Net Asset Value of mutual fund scheme has been 5% higher / lower, profit for the year ended March 31, 2024 would increase / decrease by Rs 169 lakh (for the year ended March 31, 2023 : increase / decrease by Rs. 332 lakhs) as a results of the changes in the fair values of mutual fund investments.

33.11 Credit risk management

Trade receivables consist of number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

Of the trade receivables (net) of impairment balance as at March 31, 2024 : Rs 789 lakhs (as at March 31, 2023: Rs. 622 lakhs), below table shown customer wise breakup.

33.12 Liquidity risk management

35. Disclosure made in terms of schedule V of SEBI (Listing obligation and Disclosure Requirement ) 2015

36. i) The amount due to Micro and Small Enterprises as defined in the "The Micro, Small and Medium Enterprises

Development Act, 2006â has been determined to the extent such parties have been identified on the basis of information collected by the Management.

40 Other statutory information

i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

vii) The Company is not declared wilful defaulter by any bank or financials institution or lender during the year.

viii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

ix) The Company did not have any long-term contracts including derivative contracts (except as included in the note no. 16 and 33.8) for which there were any material foreseeable losses.

x) For the year ended March 31, 2024, the company is not required to transfer any amount into the Investor Education & Protection Fund.

41. Maintenance of Books of accounts under Section 128 of the Companies Act, 2013

The Company has maintained books of accounts in electronic mode on servers physically located outside India but accessible at all times in India and had a defined process of weekly backup of books of accounts maintained in electronic mode on servers physically located outside India upto January 18, 2024. From January 19, 2024 the Company has implemented daily back of books of accounts on servers located in India.

In respect of financial year commencing on April 01, 2023, the Company has used software applications for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software applications. Further the Company did not come across any instance of the audit trail feature being tampered with.

In terms of our report of even date attached.

For PKF Sridhar & Santhanam LLP For and on behalf of the Board

Chartered Accountants

Firm Reg. No. 003990S/S200018

Dhiraj Kumar Birla Capt. Milind Patankar Ritesh S. Ramakrishnan

Partner Managing Director Director

Membership No.: 131178 (DIN: 02444758) (DIN: 05174818)

Rajesh Desai Namrata Malushte

Date: May 23, 2024 Chief Financial Officer Company Secretary

Place: Navi Mumbai (Mem. No. A17217)

Mar 31, 2019

1. Corporate information

Shreyas Shipping and Logistics Limited (the âCompanyâ or âSSLLâ) is a public limited company incorporated in India on 16^th August, 1988 under the Companies Act, 1956. The registered office of the Company is 4th Floor, Himalayas, Geetmala Complex, Shah Industrial Estate, Govandi - East Mumbai, Maharashtra, India - 400 088.

SSLL is Indiaâs first container feeder owning and operating company. The Company started its operations in 1993 primarily to fill the gap for feedering of containers between Indian ports and internationally renowned Asian transshipment ports. SSLLâs shares are listed on both Bombay Stock Exchange and National Stock Exchange. At present, it is a leading player in coastal shipping sector.

2. Applicability of new and revised Ind AS

2.1 Amendments to Ind AS that are notified and adopted by the Company

a. The Company has adopted Ind AS 115, with the date of initial application of April 1, 2018 following the cumulative effective method - i.e. by recognising the cumulative effect of initially applying Ind AS 115 as an adjustment to the opening balance of equity as at April 1, 2018. Therefore, the comparative information has not been restated and continues to be reported under erstwhile ind AS 18 âRevenueâ and Ind AS 11 âConstruction contractsâ.

Ind AS 115 modifies the determination of how much revenue to recognise, and when, and introduces a single principle based five-step model to be applied to all the contracts with the customers. Ind AS 115 replaces the separate models for goods, services and construction contracts currently included in Ind AS 18 and Ind AS 11.

In case of the Company, the timing for recognition of revenue under Ind AS 115 coincides with the revenue recognised as per Ind AS 18 and accordingly, the adoption of Ind AS 115 has no material impact on the opening balance of equity as at April 1, 2018.

b. The application of Appendix B, (Foreign Currency Transactions and Advance Considerations) to Ind AS 21, âThe Effects of Changes in Foreign Exchange Ratesâ with effect from April 1, 2018 does not have any impact, as the Company used to determine the exchange rate of the date on which advance consideration in foreign currency been received or paid for the purpose of initial recognition of related asset, expense or income.

2.2 New Standards issued but not yet effective:

a. Ind AS 116 - Leases:

On March 30, 2019, the Ministry of Corporate Affairs has notified Ind AS 116, Leases. Ind AS 116 will replace the existing leases standard, Ind AS 17, Leases, and related interpretations. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the Statement of Profit and Loss. The standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17. The effective date for the adoption of Ind AS 116 is annual periods beginning on or after April 1, 2019. The standard permits two possible methods of transition:

i. Full retrospective - Retrospectively to each prior period presented applying Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors

ii. Modified retrospective - Retrospectively, with the cumulative effect of initially applying the standard recognized at the date of initial application.

Under modified retrospective approach, the lessee records the lease liability as the present value of the remaining lease payments, discounted at the incremental borrowing rate and the right of use asset either as :

i. Its carrying amount as if the standard had been applied since the commencement date, but discounted at the lesseeâs incremental borrowing rate at the date of initial application, or

ii. An amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments related to that lease recognized under Ind AS 17 immediately before the date of initial application. Certain practical expedients are available under both the methods.

The management is assessing the impact of the aforesaid standard issued and amendments on the Companyâs financial information.

b. Appendix C to Ind AS 12 - Uncertainty over Income Tax treatments

On March 30, 2019, the Ministry of Corporate Affairs has notified Ind AS 12, Appendix C, Uncertainty over Income Tax Treatments which is to be applied while performing the determination of taxable profit (or loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. According to the appendix, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.

The standard permits two possible methods of transition :

- Full, retrospective approach - Under this approach, Appendix C will be applied retrospectively to each prior reporting period presented in accordance with ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors, without using hindsight, and

- Retrospectively with cumulative effect of initially applying Appendix C recognized by adjusting equity on initial application, without adjusting comparatives

The effective date for adoption of Ind AS 12 Appendix C is annual periods beginning on or after April 1, 2019. The Company will adopt the standard on April 1, 2019 and has decided to adjust the cumulative effect in equity on the date of initial application i.e. April 1, 2019 without adjusting comparatives.

The management is assessing the impact of the aforesaid standard issued and amendments on the Companyâs financial information.

c. Amendment to Ind AS 19 - Plan Amendment, Curtailment or Settlement

On March 30, 2019, the Ministry of Corporate Affairs issued amendments to Ind AS 19, Employee Benefits, in connection with accounting for plan amendments, curtailments and settlements.

The amendments require an entity :

- To use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement; and

- To recognize in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognized because of the impact of the asset ceiling.

Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Company does not expect to have any material impact on account of this amendment. The Company is currently evaluating the effect of this amendment on the standalone financial statements.

d. Amendment to Ind AS 12 - Income Taxes

On March 30, 2019, the Ministry of Corporate Affairs issued amendments to the guidance in Ind AS 12, Income Taxes, in connection with accounting for dividend distribution taxes.

The amendment clarifies that an entity shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.

Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Company is currently evaluating the effect of this amendment on the standalone financial statements.

3. Key sources of estimation uncertainty and critical accounting judgements:

The preparation of the financial statements requires management to make judgements, estimates and assumptions about the reported amounts of assets and liabilities, and, income and expenses that are not readily apparent from other sources. Such judgments, estimates and associated assumptions are evaluated based on historical experience and various other factors, including estimation of the effects of uncertain future events, which are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The following are the critical judgements and estimations that have been made by the management in the process of applying the companyâs accounting policies and that have the most significant effect on the amount recognised in the financial statements and/or key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

i. Revenue recognition:

The Company recognises unfinished voyage income and related expenses based managementâs estimates on the average number of days required to complete the voyage from the port of origin for the voyage to the port of destination given its operational performance during the year. The actual travel time per voyage may differ leading to differences in unfinished voyage income and expenses to be recognised for voyages in-transit at the end of the period.

ii. Useful lives and residual values of property, plant and equipment:

As described in 3(d) above, the management reviews the useful lives of property, plant and equipment at least once a year. Such lives for fleet are dependent upon an assessment of both the technical lives of the assets and also their likely economic lives based on various internal and external factors including relative efficiency and operating costs, historical planned and scheduled maintenance, the operating condition of the vessel etc. Accordingly, depreciable lives are reviewed annually using the best information available with the Management. Residual values is estimated based on the steel scrap rate applied to the light weight of each vessel at the end of each financial year.

iii. Contingencies:

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that are possible but not probable of crystalising or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in Note 34 but are not recognized. Companyâs assessment of exposure to contingencies could change as new developments occur or more information becomes available. The outcome of the contingencies could vary significantly and could materially impact the Companyâs results and financial position.

iv. Expected credit losses:

v. Defined benefit plans:

The cost of defined benefit plan and other post-employment benefits and the present value of such obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual development in the future. These include the determination of the discount rate, future salary escalations and mortality rates etc. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each financial year end.

vi. Fair value measurements

4.1 Terms of/rights attached to equity shares

(a) The Company has only one class of equity shares having a par value of Rs. 10 each. Each shareholder of equity shares is entitled to one vote per share. Dividend proposed by the Board of Directors, if any, is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend.

Footnotes:

(a) Capital redemption reserve: The Companies Act provides that companies redeeming preference shares at face value or nominal value is required to transfer an equivalent amount into capital redemption reserve. This reserve can be used to issue fully paid-up bonus shares to the shareholders of the Company.

(b) Securities premium reserve: The amount received in excess of face value of equity shares is recognised in securities premium reserve. This is not available for distribution of dividend but can be utilised for issuing bonus shares.

(c) Tonnage tax reserve: The reserve is a statutory reserve as per requirements of section 115VT of the Income Tax Act, 1961 for the purpose of complying with the conditions of tonnage tax scheme.

(d) Tonnage tax utilisation reserve: The tonnage tax utilised reserve represents the utilisation of tonnage tax reserve created as per requirements of section 115VT of the Income Tax Act, 1961 for the purpose of purchase of vessel.

The provision of the Companies Act 2013, do not mandate transfer of profits to general reserve. General reserve is a free reserve available for distribution subject to compliance with the Companies.(Declaration and Payment of Dividend ) Rules, 2014.

(f) Retained earnings: Retained earnings comprise balances of accumulated (undistrubuted ) profit and loss at each year end.

(g) Cash flow hedging reserve: Cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated hedging instruments entered into for cash flow hedges, which shall be reclassified to Statement of Profit and Loss only when the hedged transaction affects the profit or loss.

5.1. Defined benefit plans a) Gratuity (funded)

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall be payable to an employee on the termination of his employment after he has rendered continued services for not less than 5 years, or on the superannuation or resignation. However, in case of death of the employee, the minimum period of 5 years shall, not be required. The amount of gratuity payable on termination/retirement is the employee last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of yearsâ service completed.

The current service cost and the net interest expense for the year are included in the âEmployee benefits expenseâ line item in the Statement of Profit and Loss.

The remeasurement of the net defined liability is included in other comprehensive income.

In assessing the Companyâs post retirement liabilities, the Company monitors mortality assumptions and uses up-to date mortality tables, the base being the Indian assured lives mortality (2006-08) estimate.

The Company expects to contribute Rs. 10 lac (for the year ended March 31, 2018: â Nil ) to its gratuity plan for the next year.

The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

(b) Compensated absences (unfunded)

As per the Companyâs policy accumulated leave may be availed by an employee during the period of his service and may be encashed on separation (i.e. due to death, retirement, separation or resignation). Compensated absences which are not expected to be encashed or availed within twelve months of the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the Balance Sheet date.

In respect of the plans, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at March 31, 2019 by Mr. Arpan N. Thanawala, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation and the related current service costs and past service cost, are measured using the projected unit credit method.

6. Lease

Operating lease arrangements

The Company has entered into cancellable operating lease arrangements for its office premises and the lease rental mentioned in below table is charged to the Statement of Profit and Loss.

7. Segment information

The Company has determined âSea logisticsâ as its single reportable segment based on the information reviewed by the Companyâs Chief Operating Decision Makers (CODM).

The information relating to revenue from customers and location of its non-current assets of its single reportable segment is as under:

a) Revenue from operations:

b) Non-current assets:

All non-current assets other than financial instruments and deferred tax assets of the Company are located in India.

c) Information about major customers

Revenue from operations include revenues of Rs. 28,331 Lac (previous year: Rs. 27,052 lacs) from the single largest customer of the Company. No other single customer contributed 10% or more to the Companyâs revenue for the current and previous year.

8. Financial instruments

8.1 Capital management

The Companyâs objective for capital management is to maximize shareholder value, safeguard business continuity and maintain an optimal capital structure to reduce the cost of capital. The Company maintains its financial framework to support the pursuit of value growth for shareholders, while ensuring a secure financial base. In order to maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or sell assets to reduce debt.

The capital structure of the Company consists of total equity. The Company is not subject to any externally imposed capital requirements.

Footnotes

(a) Discounted cash flow: Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk on various counter parties.

(b) Generally accepted pricing model based on discounted cash flow analysis with most significant input being the discounting rate that reflects the credit risk of counterparties.

(c) The management considers that the carrying amounts of financial assets and financial liabilities recognised in the financial statements, other than as detailed in table above, approximate their fair values.

8.2 Details of financial assets pledged as collateral

Carrying amount of financial assets provided as a collateral for obtaining borrowing and other facilities from the bankers are as follows:

8.3 Financial risk management objectives

While ensuring liquidity is sufficient to meet Companyâs operational requirements, the Companyâs financial management committee also monitors and manages key financial risks relating to the operations of the Company by analyzing exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

8.4 Market risk

The Company has entered into an INR - USD cross currency swap for its borrowing during the year and accounted Rs. 4 lac as mark to market as on March 31, 2019 in Other Comprehensive Income.

8.5 Foreign currency risk management

The Company undertakes transactions denominated in different foreign currencies and consequently exposed to exchange rate fluctuations. Exchange rate exposures are managed within approved policy parameters. The carrying amounts of the Companyâs foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

8.6 Foreign currency sensitivity analysis

The Company is principally exposed to foreign currency risk against USD. Sensitivity of profit or loss arises mainly from USD denominated receivables and payables. As per managementâs assessment of reasonable possible changes in the exchange rate of /- 5% between INR and following currencies, sensitivity of profit or loss only on outstanding foreign currency denominated monetary items at the period end is presented below. A positive number below indicates an increase in profits or equity where INR strengthens 5% against the relavant currency. For a 5% weakening of INR against the relavant currency , there would be a comparable impact on profit or equity, and the balances below would be negative.

* Amount represent less than Rs. 0.5 lac

In the managementâs opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

The Company undertakes transactions denominated in different foreign currencies and consequently exposed to exchange rate fluctuations. Exchange rate exposures are managed within approved policy parameters. The Company resorts to cash flow hedge to manage its foreign exchange risk.

i) Foreign currency borrowings are designated as hedging instruments in cash flow hedges of forecast sales in US Dollar. These forecast transactions are highly probable. The balance of foreign currency borrowings varies with changes in foreign exchange rates.

Carrying amount of foreign currency borrowings designated as hedging instruments is Rs. 12,896 Lac as at March 31, 2019 (as at March 31, 2018: Rs. 12,620 lac) with maturity upto March 2025. Net unrealised gain of Rs. 732 Lac (Negative) (as at March 31, 2018 : Rs. 112 lac (negative)) relating to effectiveness of cash flow hedges of expected future sales is included in OCI and the hedge ineffectiveness of Rs. 66 iac (for the year ended March 31, 2018 : Rs. 99 lac) is recognised in the Consolidated Statement of Profit and Loss.

ii) Out of the cumulative loss accumulated in Other comprehensive income relating to cash flow hedges, which have been discontinued upon termination of the underlying FCNR faciiity/principLe only swap contract designated as hedging instruments, the loss of Rs. 250 iac (for the year ended March 31, 2018- Rs. 58 iac) corresponding to the cash flows expected for the year has been reclassified to the Statement of Profit and Loss.

8.7 Interest rate risk management

The Company is exposed to interest rate risk because of borrowing of funds at floating interest rates.

The following table provides a break-up of the Companyâs fixed and floating rate borrowings:

Interest rate swap contract entered into by the company in respect of its floating rate borrowing with carrying amount of Rs. 1,603 Lac as on March 31, 2018 for for conversion into fixed rate borrowing has been terminated during the year.

Interest rate sensitivity analysis

if interest rates had been 50 basis points higher/iower and all. other variables were held constant, the Companyâs profit for the year ended March 31,2019 would decrease/increase by Rs. 149 lac (for the year ended March 31, 2018 : Rs. 123 lac).

8.8 Other price risks

The Company is exposed to price risk arising from investments in mutual funds. Companyâs equity investments are held for strategic rather than trading purpose.

The sensitivity analysis below have been determined based on the exposure to mutual fund price risk at the end of the reporting period.

if the Net Asset Value of mutual fund scheme has been 5% higher / lower, profit for the year ended March 31, 2019 would increase / decrease by Rs. 77 lac (for the year ended March 31, 2018 : increase / decrease by Rs. 142 lac ) as a result of the changes in the fair values of mutual fund investments.

8.9 Credit risk management

Credit exposure is managed by counterparty limits for investment of surplus funds which is reviewed by the Management. investments in liquid plan/schemes are with reputed fund houses having high rating. For banks, only high rated banks are considered for placement of deposits.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

Of the trade receivables balance as at March 31, 2019 : Rs. 9,303 lac (as at March 31, 2018: Rs. 8,317 lac is due from Avana Logistek Limited (formerly known as Shreyas Relay Systems Limited). There are no other customers who represent more than 10% of total balance of trade receivables.

8.10 Liquidity risk management

8.11 Liquidity and interest rate tables

The following tables detail the Companyâs remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The information included in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.

The following table details the Companyâs expected maturity for its non-derivative financial assets. The information included in the table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Companyâs liquidity risk management as the liquidity is managed on a net asset and liability basis.

Management is generally unable to reasonably estimate a range of possible loss for proceedings or disputes other than those included in the estimate above, including where:

(i) parties are yet to raise claims on account of damages to the cargo, and

(ii) there is uncertainty as to the outcome of pending appeals or motions or settlement proceedings;

The Companyâs management does not believe, based on currently available information, that the outcomes of the above matters will have a material adverse effect on the Companyâs financial position, though the outcomes could be material to the Companyâs operating results for any particular period, depending, in part, upon the operating results for such year. It is not practicable for the Company to estimate the timings of cash flows, if any, in respect of the above.

9. Disclosure made in terms of schedule V of SEBI (Listing obligation and Disclosure Requirement ) 2015

10 i) The amount due to Micro and Small Enterprises as defined in the âThe Micro, Small and Medium Enterprises Development Act, 2006â has been determined to the extent such parties have been identified on the basis of information collected by the Management.

ii) Disclosure under Micro, Small and Medium Enterprise Development Act, 2006:

NOTE:

1) Figures have been adjusted for exchange rate variations

2) Reimbursement of expenses/income incurred/earned by/to Group Companies is not included in the table above.

3) Managerial remuneration excludes provision for gratuity and compensated absences since these are provided on the basis of actuarial valuation for the company as a whole.

4) Figures in Italics represent amount for the previous year

11. Disclosure in connection with revenue from contract with customers

The Company has adopted Ind AS 115 - âRevenue from Contracts with Customersâ, and also appropriately evaluated its revenue recognition policies, w.e.f. April 1, 2018.

11.1. Revenue of Rs. 381 Lac recognised during the year ended March 31, 2019 out of Advance from customer and unfinished voyage income as on March 31, 2018.

12. The Board, in its meeting on May 28, 2019 proposed a dividend of Rs. 1.20 per equity share. The proposal is subject to the approval of shareholders at the ensuing Annual General meeting.

Mar 31, 2018

4. Key sources of estimation uncertainty and critical accounting judgments:

The preparation of the financial statements requires management to make judgments, estimates and assumptions about the reported amounts of assets and liabilities, and, income and expenses that are not readily apparent from other sources. Such judgments, estimates and associated assumptions are evaluated based on historical experience and various other factors, including estimation of the effects of uncertain future events, which are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgments and estimations that have been made by the management in the process of applying the Company''s accounting policies and that have the most significant effect on the amount recognized in the financial statements and/or key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

i. Revenue recognition:

The Company recognizes unfinished voyage income and related expenses based management''s estimates on the average number of days required to complete the voyage from the port of origin for the voyage to the port of destination given its operational performance during the year. The actual travel time per voyage may differ leading to differences in unfinished voyage income and expenses to be recognized for voyages in-transit at the end of the period.

ii. Useful lives and residual values of property, plant and equipment:

Residual values is estimated based on the steel scrap rate applied to the light weight of each vessel at the end of each financial year.

Equipment.

iii. Contingencies:

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that are possible but not probable of crystallizing or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in Note 34 but are not recognized. Company''s assessment of exposure to contingencies could change as new developments occur or more information becomes available. The outcome of the contingencies could vary significantly and could materially impact the Company''s results and financial position.

iv. Expected credit losses:

The actual level of debt collected may differ from the estimated levels of recovery.

v. Defined benefit plans:

vi. Fair value measurements

When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include consideration of inputs such as liquidity risk, credit risk and volatility.

Footnotes:

(a) Capital redemption reserve: The Companies Act provides that companies redeeming preference shares at face value or nominal value is required to transfer an amount into capital redemption reserve. This reserve can be used to issue fully paid-up bonus shares to the shareholders of the Company.

(b) Securities premium reserve: The amount received in excess of face value of equity shares is recognized in Share Premium Reserve. This is not available for distribution of dividend but can be utilized for issuing bonus shares.

(c) Tonnage tax reserve: The reserve is a statutory reserve as per requirement of section 115VT of the Income Tax Act, 1961 for the purpose of complying with the conditions of tonnage tax scheme.

(d) Tonnage tax utilization reserve: The tonnage tax utilized reserve represents the utilization of tonnage tax reserve created as per requirement of section 115VT of the Income Tax Act, 1961 for the purpose of purchase of vessel.

(e) General reserve: The Company created a general reserve in earlier years pursuant to the provisions of the Companies Act wherein certain percentage of profits were required to be transferred to general reserve before declaring dividends. The provision of the Companies Act 2013, do not mandate transfer of profits to general reserve. General reserve is a free reserve available for distribution subject to compliance with the Companies.(Declaration and Payment of Dividend ) Rules, 2014.

(f) Retained earnings: Retained earnings comprise balances of accumulated (undistributed ) profit and loss at each year end.

(g) Cash flow hedges: (Cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated hedging instruments entered into for cash flow hedges, which shall be reclassified to Statement of Profit and Loss only when the hedged transaction affects the profit or loss. edges, which shall be reclassified to Statement of Profit and Loss only when the hedged transaction affects the profit or loss.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

b) Compensated absences (unfunded)

As per the Company''s policy accumulated leave may be availed by an employee during the period of his service and may be encashed on separation (i.e. due to death, retirement, separation or resignation). Compensated absences which are not expected to be encashed or availed within twelve months of the end of the period in which the employee renders the related services are recognized as an actuarially determined liability at the present value of the defined benefit obligation at the Balance Sheet date.

(c) Defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate,it will create a plan deficit. Currently the plan

_assets are managed by Life Insurance Corporation of India as part of their Group Gratuity Scheme._

Interest risk A decrease in the government bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan''s investments.

Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan

participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

In respect of the plans, the most recent actuarial valuation of the plan assets and the present value of the defined benefit

obligation were carried out as at March 31, 2017 by Mr. Arpan N. Thanawala, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation and the related current service costs and past service cost, are measured using the projected unit credit method.

b) Non-current assets:

All non-current assets other than financial instruments and deferred tax assets of the Company are located in India.

c) Information about major customers

Revenue from operations include revenues of '' 27,052 lac (previous year: '' 20,016 lac) from the single largest customer of the Company. No other single customer contributed 10% or more to the Company''s revenue for the current and previous year.

33. Financial Instruments

33.1 Capital Management

The capital structure of the Company consists of total equity. The Company is not subject to any externally imposed capital requirements.

Footnotes:

(a) Discounted cash flow. Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk on various counter parties

(b) Generally accepted pricing model based on discounted cash flow analysis with most significant input being the discounting rate that reflects the credit risk of counterparties.

(c) The management considers that the carrying amounts of financial assets and financial liabilities recognized in the financial statements, other than as detailed in table above, approximate their fair values.

33.4 Financial risk management objectives

34.5 Market risk

Market risk is the risk or uncertainty arising from possible market price movements and their impact on the future performance of a business. The major components of market risk are commodity price risk, foreign currency exchange risk and interest rate risk.

33.6 Foreign currency risk management

33.7. Foreign currency sensitivity analysis

is presented below. A positive number below indicates an increase in profits or equity where INR strengthens 5% against the relevant currency. For a 5% weakening of INR against the relevant currency , there would be a comparable impact on profit or equity, and the balances below would be negative.

* Amount represent less than Rs 0.5 lac

In management''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

The Company undertakes transactions denominated in different foreign currencies and consequently exposed to exchange rate fluctuations. Exchange rate exposures are managed within approved policy parameters. The Company resorts to cash flow hedge to manage its foreign exchange risk.

(i) Nominal value of foreign currency forward contracts designated as hedging instruments is Rs, 3,288 lac as at March 31, 2017 (? 3,731 lac as at April 01, 2016) and their corresponding fair values amounts to Rs, 751 lac as at March 31, 2017 (? 1,148 lac as at April 01, 2016), with maturity upto July 2020.

(ii) Foreign currency borrowings are designated as hedging instruments in cash flow hedges of forecast sales in US Dollar. These forecast transactions are highly probable. The balance of foreign currency borrowings varies with changes in foreign exchange rates.

Carrying amount of foreign currency borrowings designated as hedging instruments is Rs, 12,620 lac as at March 31, 2018 with maturity upto March 2025.

Net unrealised gain of Rs, 112 lac relating to effectiveness of cash flow hedges of expected future sales is included in OCI and the hedge ineffectiveness of Rs, 99 lac is recognized in the Statement of Profit and Loss.

i w II-II um I w v v II

During the current year, the Company has entered into an interest rate swap contract that converts Rs. 1603 lac of floating rate borrowings into fixed rate borrowings.

Interest rate sensitivity analysis

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company''s profit for the year ended March 31, 2018 would decrease/increase by Rs, 123 lac (2016-17: Rs, 88 lac)

33.9 Other price risks

The Company is exposed to price risk arising from investments in mutual funds. Company''s equity investments are held for strategic

rather than trading purpose.

The sensitivity analysis below have been determined based on the exposure to mutual fund price risk at the end of the reporting period. If the mutual fund price has been 5% higher / lower ;

If the net assets value of mutual fund scheme has been 5% higher / lower, profit for the year ended March 31, 2018 would increase / decrease by '' 142 lac (for the year ended March 31, 2017 : increase / decrease by '' 232 lac ) as a results of the changes in the fair values

of mutual fund investments.

33.10 Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The

Company has adopted a policy of dealing only with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults.

Credit exposure is managed by counterparty limits for investment of surplus funds which is reviewed by the Management. Investments in liquid plan/schemes are with reputed Companies having high rating. For banks, only high rated banks are considered for placement of deposits.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit

evaluation is performed on the financial condition of accounts receivable.

Of the trade receivables balance as at March 31, 2018 : Rs, 8,317 lac (as at March 31, 2017: Rs, 4,918 lac ; as at April 01, 2016: Rs, 4,421 lac ) is due from Avana Logistek Limited (formerly known as Shreyas Relay Systems Ltd.). There are no other customers who represent more than 10% of total balance of trade receivables.

33.11 Liquidity risk management

33.12 Liquidity and interest rate tables

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The information included in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.

Management is generally unable to reasonably estimate a range of possible loss for proceedings or disputes other than those included in the estimate above, including where:

(i) parties are yet to raise claims on account of damages to the cargo, and

(ii) there is uncertainty as to the outcome of pending appeals or motions or settlement proceedings;

The Company''s management does not believe, based on currently available information, that the outcomes of the above matters will have a material adverse effect on the Company''s financial position, though the outcomes could be material to the Company''s operating results for any particular period, depending, in part, upon the operating results for such year. It is not practicable for the Company to estimate the timings of cash flows, if any, in respect of the above.

35. Disclosure made in terms of schedule V of SEBI (Listing obligation and Disclosure Requirement ) 2015

Notes:

1. Reversal of proposed dividend and tax on equity shares:

Under Ind AS, dividend (not being interim dividend) to holders of equity instruments is recognized as a liability in the period in which the obligation to pay is established i.e when approved by shareholders. Under the Previous GAAP, dividend payable was recorded as liability in the period to which it relates based on the recommendation of Board of Directors. Accordingly, proposed dividend and tax thereon recognized under Previous GAAP was reversed.

2. Valuation of investments in mutual funds and equity share at fair value:

Under the Previous GAAP, long term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. Fair value changes with respect to investments in equity instruments designated as at fair value through Profit and Loss (FVTPL) have been recognized in the Statement of Profit and Loss for the year ended March 31, 2017.

3. Amortisation of loan processing fee under effective interest method:

Under Ind AS, loan processing fee is amortized over the tenure of loan using effective interest rate. The concept of effective interest rate did not exist under Previous GAAP

4. Remeasurement of actuarial gain /(loss):

In accordance with Ind AS 19 âEmployee Benefitsâ, remeasurements of actuarial gain and losses of defined benefit plans are recognized in other comprehensive income as compared to the Statement of Profit and Loss under the Previous GAAP

5. Effective portion of cash flow hedges:

Under Ind AS, the effective portion of gain or loss on designated portion of hedging that will subsequently be reclassified to Statement of Profit or Loss are recognized in ''Other comprehensive income''. The concept of Other comprehensive income did not exist under Previous GAAP.

39 A. Names of the related parties and nature of relationship

Nature of relationship Name of the related party

Holding Company Transworld Holdings Ltd., Mauritius

Subsidiary Company SRS Freight Management Ltd.

(Upto 28th October, 2016)

Associate Company / Erstwhile Subsidiary Avana Logistek Limited. (Formerly known as Shreyas Relay

(wef 27th March, 2017) Systems Limited)

Avana Global FZCO (Formerly known as Balaji Shipping Line FZCO)

_( upto March 26, 2017 subsidiary of Avana Logistek Limited)

Joint venture company Shreyas-Suzue Logistics (India) Private Limited

(wef September 12, 2017)

Fellow Subsidiary Company* Avana Global FZCO (Formerly known as Balaji Shipping Line FZCO)

( upto March 26, 2017)

Transworld Feeders FZCO

_BSL Freight Solution Private Limited_

Key Management Personnel* S. Ramakrishnan (Chairman & Managing Director)

V. Ramnarayan (Executive Director) (till March 29, 2018)

L. B. Culas (Director)

Ritesh Ramakrishnan (Director)

Amitabha Ghosh (Director) (till May 07, 2018)

Capt. Manmohan Saggi (Director)

S. Ragothaman (Director)

D.T. Joseph (Director)

Mannil Venugopalan (Director)

Maya Sinha (Director)

Deepak Shetty (Director)

Captain Vivek Kumar Singh (Chief Executive Officer)

Rajesh Desai (Chief Financial Officer)

Namrata Malushte (Company Secretary) (till May 07, 2018)

Asha Prakash (Company Secretary) (w.e.f May 8, 2018)

Relatives of Key Management Personnel* Geeta Ramakrishnan

Ritesh Ramakrishnan Anisha Ramakrishnan

S. Mahesh Mala Mahesh Murali Mahesh Mithila Mahesh Brinda Ramnarayan Manita Vivek Kumar Singh Rajan Ramanarayan Rajiv Ramanarayan Ratnaprabha Desai

Other Related Parties* Sivaswamy Holdings Pvt. Ltd.

Orient Express Ship Management Ltd._

TW Ship Management Ltd Relay Shipping Agency Ltd.

Encore Perian Logistics Business Services Private Limited_

Transworld shipping & logistics WLL Transworld Shipping Agencies Pvt Ltd BLPL Singapore Pte. Ltd.

Lanka Orient Express Lines Ltd._

Transworld Shipping & Logistics LLC,

40. The Board, in its meeting on May 25, 2018 proposed a dividend of '' 1.50 per equity share. The proposal is subject to the approval of shareholders at the ensuring Annual General meetin

Mar 31, 2017

1. Terms/rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. The holders of the equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting rights proportionate to their share holding at the meetings of shareholders. The dividend proposed by the Board of Directors Is subject to the approval of the shareholders In the ensuing Annual General Meeting, except In case of Interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. The Board, in its meeting on May 25^th, 2017 proposed a dividend of Re.1 per equity share (previous year dividend Rs. 1.30/- per equity share). The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting .

The total dividend appropriation for the year ended March 31^st, 2017 amounted to Rs. 264.28 Lacs (previous year â Rs. 343.56 lacs) including corporate dividend tax of Rs. 44.70 lacs (previous year - Rs. 58.11 lacs).In view of amendment to Accounting Standard Rules in AS-4, no provision has been made for the same.

3. No bonus shares have been issued during the last five years.

4. Shares held by the holding company including shares held by subsidiaries or associates of the holding company is 1,23,51,650 (previous year: 1,23,51,650)

5. No shares have been reserved for issue under options and contracts/ commitments for sale of shares/ disinvestments.

6. No shares have been bought back during the last 5 years.

7. Nature of security and terms of repayment for secured loan availed from Banks :

(i) Canara Bank FCNR Loan, $ 18,74,970 (previous year: $22,32,130), is secured by a first charge over the vessel SSL Mumbai. Loan to be repaid in 28 quarterly installments with the first repayment starting from September 2015 i.e. $ 89,290. Foreign currency loan carries interest @ LIBOR (6months) 350 bps (Up to LIBOR (6months)) 450 bps up to 05^th December, 2016).

(ii) ICICI Bank Loan Rs. 32,94,75,000 (previous year: Rs. 37,72,25,000), is secured by a first charge over the vessel SSL Kochi and SSL Kutch and collateral charge over vessel SSL Sagarmala. Loan to be repaid in quarterly installments with the first repayment starting from October 2013. ICICI Bank Loan carries interest @ 1-Base 290 bps.

(iii) EXIM Bank FCNR Loan $ 30,53,568 (previous year: $35,11,604), is secured by a first charge over the vessel SSL Gujarat and lien over mutual fund investment of value Rs.11.06 crore. Loan to be repaid in 28 quarterly installments with the first repayment starting from April2015 i.e. $ 1,52,679. Foreign currency loan carries interest @ LIBOR (6months) 425 bps.

(iv) Canara Bank FCNR Loan $ 45,00,000 (previous year: $ 52,50,000), is secured by a first charge over the vesseiSSL Bharat. Loan to be repaid in 28 quarterly installments with the first repayment starting from April2016 i.e. $ 1,87,500. Foreign currency loan carries interest @ LIBOR (6months) 350 bps. (Up to LIBOR (6months)) 425 bps up to 05^th December, 2016)

(v) ICICI Bank FCNR Loan $ 16,20,000 (previous year: 20,25,000), is secured by a first charge over the vessel SSL Visakhaptanam. Loan to be repaid in 20 quarterly installments with the first repayment starting from june 2016 i.e. $ 1,01,250. Foreign currency loan carries interest @ LIBOR (3months) 320 bps.

(vi) EXIM Bank FCNR Loan $ 30,00,000 (previous year: Nil), is secured by a first charge over the vessel SSL Delhi. Loan to be repaid in 20 quarterly installments with the first repayment starting from April2017 i.e. $ 1,50,000. Foreign currency loan carries interest @ LIBOR (6months) 325 bps.

(vii) RBL FCNR Loan $ 29,00,000 (previous year: Nil), is secured by a first charge over the vessel SSL Kolkatta. Loan to be repaid in 28 quarterly installments with the first repayment starting from june 2017 i.e. $ 1,03,571.43. Foreign currency loan carries interest @ LIBOR (6months) 350 bps.

8. There have been no defaults in repayment of any of the loans or interest thereon during the year.

i) The amount due to Micro and Small Enterprises as defined in the "The Micro, Small and Medium Enterprises Development Act, 2006" has been determined to the extent such parties have been identified on the basis of information collected by the Management.

9. There are no amounts due for payment to the Investor Education and Protection Fund under Section 124(5) of the Companies Act, 2013 as at year end.

10. Unfinished Voyage income relates to unfinished voyage legs as at the balance sheet (Refer Note 2(d)(iii))

* EXIM Bank FCNR Loan (under Long Term Borrowings) is secured by lien over mutual fund investments for value of'' 11.06 crore.

** Credit Suisse Securities (India) Private Ltd Bank FCNR Loan of $ 15,65,000 (under Short Term Borrowings) is secured by lien over mutual fund investments for value of Rs.15.74 crore.

*** Kotak Mahindra Bank Ltd FCNR Loan of $ 15,06,969 (under Short Term Borrowings) is secured by lien over mutual fund investments for value of Rs.13.31crore.

"i) Total Quoted Investments - at cost - Rs.1,74,99,800 (previous year: 1,74,99,800)

- at market value - Rs.2,13,04,468 (previous year: 1,88,58,830)

ii) Total Unquoted Investments - at cost - Rs.46,66,00,988 (previous year: 59,20,10,290)"

* Bank fixed deposits represent deposits on lien with ICICI Bank Rs.2,32,59,425 (previous year: Rs.1,90,18,404) & Rs.2,71,82,899 with EXIM Bank towards debt service coverage & towards Margin Money for Loans (previous year: Rs.1,34,13,172)

** Others include amount with Port Trust of India Rs.50,000/- (previous year: Rs. 50,000/-) and deposits with public bodies and others.

a) Investment has been valued considering the significant accounting policy no. e disclosed in note no. 2 to this financial statement.

b) Details of Mutual Fund Investments (Unquoted)

a) Investment has been valued considering the significant accounting policy disclosed In note no. 2(e) to this financial statement.

b) Total Unquoted Investments - at cost - Rs. 7,16,84,175 (previous year: Rs. 13,43,76,284)

11. EMPLOYEE BENEFITS

(A) Gratuity

(a) Description of the Gratuity Plan:

The Company provides for gratuity a defined benefit retirement plan covering eligible employees. Gratuity plan provides for a lump sum payment to employees on retirement, death, incapacitation, termination of employment, of amounts that are based on salaries and tenure of the employees.

Gratuity liability is funded with Life Insurance Corporation of India (LIC) and the above net asset represents the excess between the fair value of Gratuity funds with LIC and the liability as per actuarial valuation This is available for future adjustment and considered recoverable.

The fair value of the plan assets does not include the Company''s own financial instruments

(B) Compensated Absences for Employees

The Company permits encashment of privileged leave accumulated by their employees on retirement, separation and during the course of service. The liability for unexpired leave is determined and provided on the basis of actuarial valuation at the Balance Sheet date. The privileged leave liability is not funded.

12. FOREIGN CURRENCY EXPOSURES OUTSTANDING AT THE BALANCE SHEET DATE

Category: Currency Swap Contract of Rupee Loan from ICICI Bank Ltd of Rs.47,75,00,000 (USD 86,00,093)

Purpose: In order to hedge the Company''s future foreign currency earnings against the volatility in foreign exchange rates.

13. The notional loss on derivatives as on March 31, 2017 amounts to Rs.7,51,38,951 (previous year: Rs. 11,47,64,883), on fair valuation of cross currency interest rate swap has been taken to the Hedging Reserve account.

14. MANAGERIAL REMUNERATION¹

a) The remuneration does not include the provision made for gratuity and leave encashment, as they are determined on an actuarial basis for company as a whole.

15. SEGMENT REPORTING

a) The Company operates in two business segments viz. Shipping and Logistics. Shipping comprises Charter hire and Logistics includes Feeder, Domestic and Liner business.

c) Segment Capital Employed

Fixed Assets used in the company''s business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure relating to individual segment assets and liabilities has been made. However Depreciation has been allocated amongst segments based on best estimates of usage of fixed assets in the respective segments during the year.

16. RELATED PARTY TRANSACTIONS (REFER ANNEXURE 1)

17. ACCOUNTING FOR LEASE

The Company has taken Vehicles on Cancellable Operating Lease and the lease rental of Rs.16,30,387 (Rs.14,34,000) is charged to the statement of Profit and Loss.

The Company has taken Office Premises on Cancellable Operating Lease and the lease rental of Rs. 54,50,208 (Rs. 56,98,599) is charged to the statement of Profit and Loss.

18. DISCLOSURE ON SPECIFIED BANK NOTES (SBNS)

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E), dated March 31,2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 08,2016 to December 30,2016, the denomination wise SBNs and other notes as per the notification is given below:

19. During the year, the Subsidiary of the Company has acquired all except 1 share of Balaji Shipping Lines & FZCO, Dubai(BSL) for consideration other than cash which was approved at Board Meeting dated March 9,2017 & EGM dated March 10,2017. Post this transaction, the percentage of Share Holding of the Company in the Subsidiary has come down from 100% to 29.22%.ln view of this the Subsidiary has now become an Associate of the Company.

20 PRIOR PERIOD COMPARATIVES

Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year''s classification.

Mar 31, 2016

3b. Terms/rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs.10/- per share. The holders of the equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting rights proportionate to their share holding at the meetings of shareholders. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

3d. The Board, in its meeting on May 26^th, 2016 proposed a dividend of Rs.1.30/-per equity share (previous year interim dividend Rs 0.70/- per equity share and final dividend Rs. 1.30/- per equity share). The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting .

The total dividend appropriation for the year ended March 31^st, 2016 amounted to Rs. 343.56 Lacs (previous year -Rs. 521.61 lacs) including corporate dividend tax of Rs.58.11 lacs (previous year - Rs. 82.46 lacs).

3e. No bonus shares have been issued during the last five years.

3f. Shares held by the holding company including shares held by subsidiaries or associates of the holding company is 1,23,51,650 (previous year: 1,23,51,650)

3g. No shares have been reserved for issue under options and contracts/ commitments for sale of shares/ disinvestments.

3h. No shares have been bought back during the last 5 years.

(5a) Nature of security and terms of repayment for secured loan availed from Banks :

(i) Canara Bank FCNR Loan as at March 31, 2016, is $ Nil (previous year: $ 8,04,450), was secured by a first charge over the vessel M.V.OEL Trust. Foreign currency loan carries interest @ LIBOR (6 months) 500 bps.

(ii) Canara Bank FCNR Loan, $ 22,32,130 (previous year: $25,00,000), is secured by a first charge over the vessel SSL Mumbai. Loan to be repaid in 28 quarterly installments with the first repayment starting from September 2015

i.e. $ 89,290. Foreign currency loan carries interest @ LIBOR (6 months) 450 bps.

(iii) ICICI Bank Loan Rs. 37,72,25,000 (previous year: Rs. 42,02,00,000), is secured by a first charge over the vessel SSL Kochi and SSL Kutch and collateral charge over vessel SSL Sagarmala. Loan to be repaid in quarterly installments with the first repayment starting from October 2013. ICICI Bank Loan carries interest @ I-Base 290 bps.

(iv) EXIM Bank FCNR Loan $ 35,11,604 (previous year: $42,75,000), is secured by a first charge over the vessel SSL Gujarat and lien over mutual fund investment of value Rs 11.04 crore. Loan to be repaid in 28 quarterly installments with the first repayment starting from April 2015 i.e. $ 1,52,679. Foreign currency loan carries interest @ LIBOR (6months) 425 bps.

(v) Canara Bank FCNR Loan $ 52,50,000 (previous year: $ Nil), is secured by a first charge over the vessel SSL Bharat. Loan to be repaid in 28 quarterly installments with the first repayment starting from April 2016 i.e. $ 1,87,500. Foreign currency loan carries interest @ LIBOR (6months) 425 bps.

(vi) ICICI Bank FCNR Loan $ 20,25,000 (previous year: nil), is secured by a first charge over the vessel SSL Visakhaptanam. Loan to be repaid in 20 quarterly installments with the first repayment starting from June 2016 i.e. $ 1,01,250. Foreign currency loan carries interest @ LIBOR (3months) 320 bps.

(5b) There have been no defaults in repayment of any of the loans or interest thereon during the year.

i) The amount due to Micro and Small Enterprises as defined in the âThe Micro, Small and Medium Enterprises Development Act, 2006â has been determined to the extent such parties have been identified on the basis of information collected by the Management.

* EXIM Bank FCNR Loan (under Long Term Borrowings) is secured by lien over mutual fund investments for value of Rs. 11.04 crore.

** Credit Suisse Securities (India) Private Ltd Bank FCNR Loan of $ 18,00,000 (under Long Term Borrowings) is secured by lien over mutual fund investments for value of Rs. 17.22 crore.

*** Kotak Mahindra Bank Ltd FCNR Loan of $ 20,98,696 (under Long Term Borrowings) is secured by lien over mutual fund investments for value of Rs. 18.61crore.

i) Total Quoted Investments - at cost - Rs. 1,74,99,800 (previous year: 1,25,00,000)

- at market value - Rs. 1,88,58,830 (previous year: 1,31,84,793)

ii) Total Unquoted Investments - at cost - Rs. 59,20,10,290 (previous year: 36,77,80,480)

1. SEBI had vide its letter dated 12^th December 2014 directed the Company to resubmit the financial results for the year ended March 31, 2013 and March 31, 2014 on proofread basis giving effect to the audit qualifications for the respective years .Effect of restatement of audit qualifications amounted to Rs 6,21,39,370 which had been disclosed as prior period expenditure for the year ended March 31, 2015.

2. EMPLOYEE BENEFITS

(A) Gratuity

(a) Description of the Gratuity Plan:

The fair value of the plan assets does not include the Companyâs own financial instruments The net asset recognized is grouped under âOther current assetsâ.

*This is based on expectation of the average long term rate of return expected on investments of the Fund during the estimated term of the obligations.

(B) Compensated Absences for Employees

3. FOREIGN CURRENCY EXPOSURES OUTSTANDING AT THE BALANCE SHEET DATE:

Category: Currency Swap Contract of Rupee Loan from ICICI Bank Ltd of Rs 47,75,00,000 (USD 86,00,093)

Purpose: In order to hedge the Companyâs future foreign currency earnings against the volatility in foreign exchange rates.

4. The notional loss on derivatives as on March 31, 2016 amounts to '' 11,47,64,883 (previous year: '' 10,48,72,380), on fair valuation of cross currency interest rate swap has been taken to the Hedging Reserve account.

*a) The remuneration does not include the provision made for gratuity and leave encashment, as they are determined on an actuarial basis for company as a whole.

c) Segment Capital Employed

Fixed Assets used in the companyâs business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure relating to individual segment assets and liabilities has been made. However Depreciation has been allocated amongst segments based on best estimates of usage of fixed assets in the respective segments during the year.

5 Related Party Transactions (Refer Annexure 1)

6 Accounting for Lease

The Company has taken Vehicles on Cancellable Operating Lease and the lease rental of Rs.14,34,000 (Rs.13,44,000) is charged to the statement of Profit and Loss.

The Company has taken Office Premises on Cancellable Operating Lease and the lease rental of Rs. 56,98,599 (Rs. 57,23,742) is charged to the statement of Profit and Loss.

* Others include payment towards protection & indemnity insurance, port and marine dues, survey fees, dry dock expenditure etc.

7. Change in Accounting Policy:

1) As required by Note 4(a) of Schedule II and the Guidance Note on Accounting for Depreciation in Companies in the Context of Schedule II to the Companies Act, the Company has treated ''Dry Dock and Special Survey expenditure'' as a Separate Component of fleet to be depreciated over the useful life as against the practice of charging off to statement of profit and loss on occurence.

Had the earlier practice been followed:

a) Dry Dock expenses would have been higher by Rs 679.94 Lacs

b) Depreciation would have been lower by Rs 161.59 Lacs

c) Fixed Assets would have been lower by Rs 518.35 Lacs &

d) Profit for the year would have been lower by Rs 518.35 Lacs

8) The Freight income was earlier recognized on completion of the voyage leg. To fall in line with the requirements of IND-AS, which becomes applicable to this Company with effect from 1^st April 2017, the Company has changed its Accounting policy in this regard to recognize revenue based on percentage of completion considering voyage days as the basis. In view of this the Revenue for the year is more by Rs 246.77 Lacs, expenses for the year are more by Rs 117.50 Lacs and Profit for the year is higher by Rs 129.27 Lacs (with consequential effect on unfinished voyage Income & expense in current liabilities & current assets)

9. Prior period comparatives

Prior year figures have been reclassified / regrouped wherever necessary to conform to the current yearâs classification.

Note:

10) Figure have been adjusted for exchange rate variations

11) Reimbursement of expenses incurred by/to Group Companies is not included here.

* Names of related parties

Nature of relationship Name of the related party

Holding Company Tran world Holdings Ltd., Mauritius

Subsidiary Company Shreyas Relay Systems Ltd.

SRS Freight Management Ltd.

Fellow Subsidiary Company Transworld Bulk Carriers (India) Pvt. Ltd.

Balaji Shipping (UK) Ltd.

Balaji Shipping Co. S. A., Panama Balaji Shipping Line FZCO Orient Express Line FZCO

Nature of relationship Name of the related party

Orient Express Lines Inc, Panama

Transworld Bulk Carriers FZCO

Transworld Logistics & Shipping Service Inc, USA

Transworld Logistics FZE

Transworld Projects FZE

Transworld Saudi Arabia

Transworld Shipping Trading and Logistics Services LLC, Oman Other related party Sivaswamy Holdings Pvt. Ltd.

ADMEC Logistics Ltd.

Albatross Shipping Ltd.

Clarion Solutions Pvt. Ltd.

Crescent Shipping Agency (I) Ltd.

Encore Pierian Logistics Business Services Ltd.

Orient Express Ship Management Ltd.

Relay Shipping Agency Ltd.

Tejas Oil Pvt. Ltd.

TLPL Logistics Pvt. Ltd.

TLPL Shipping and Logistics Pvt. Ltd.

Transcorp Finance Ltd.

Transworld Management Consultancy Pvt. Ltd.

Transworld GLS (I) Pvt. Ltd.

Transworld Logistics Ltd.

Transworld Oil Pvt. Ltd.

Transworld Shipping and Logistics Ltd.

Transworld Terminals Pvt. Ltd.

Trident Trading Pvt. Ltd.

Transworld Group Singapore Pte. Ltd.

Liberty Navigation (S) Pte. Ltd.

Orient Express Lines (Singapore) Pte. Ltd.

BLPL Singapore Pte. Ltd.

Transworld GLS (Singapore) Pte. Ltd.

Transworld GLS Sdn. Bhd.

Transworld GLS Vietnam Co. Ltd.

Clarion Shipping Pvt. Ltd., Colombo Hayleylines Ltd., Colombo Lanka Orient Express Lines Ltd.

Transworld Shipping & Logistics LLC, Dubai Albatross Inland Ports Pvt. Ltd.

Albatross Logistics Centre (India) Pvt. Ltd.

Key Management Personnel S.Ramakrishnan (Chairman & Managing Director)

V.Ramnarayan (Executive Director)

Captain Vivek Kumar Singh Rajesh Desai Namrata Malushte

Nature of relationship Name of the related party

Relatives of Key Management Personnel Geeta Ramakrishnan

Ritesh S. Ramakrishnan Anisha Ramakrishnan

S. Mahesh Mala Mahesh Murli Mahesh Mithila Mahesh Brinda Ramnarayan Manita Vivek Kumar Singh Rajan Ramanarayan Rajiv Ramanarayan Ashish Malushte Ratnaprabha Desai

Mar 31, 2014

Corporate Information

1 Shreyas Shipping and Logistics Limited (SSLL) is India''s first container feeder owning and operating company. SSLL started its operations in 1993 primarily to fill the gap for feedering of containers between Indian ports and internationally renowned Asian transhipment ports. SSLL''s shares are listed on both Bombay Stock Exchange and National Stock Exchange.

2a. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs.10/- per share. The holders of the equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting rights proportionate to their share holding at the meetings of shareholders. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2b. The Board, in its meeting on May 26th, 2014 proposed a final dividend of Rs. 0.60 per equity share (2012-13 - paid Rs. 0.60 per equity share).The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on August 12th, 2014. The total dividend appropriation for the year ended March 31st, 2014 amounted to Rs. 154.14 lacs (2012-13 - Rs. 154.14 lacs) including corporate dividend tax of Rs. 22.39 lacs (2012-13 - Rs. 22.39 lacs).

2c. 1,01,62,750 Equity shares of Rs.10/- each, allotted as fully paid up pursuant to contract(s) without payment being received in cash in the financial year 1994-95.

2d. 21,33,333 Equity shares of Rs.10/- each, issued as fully paid up on conversion of equal number of Global Depository Receipts (GDR) in the financial year 2006-07.

2e. No bonus shares have been issued during the last five years.

(ii) Axis Bank Car loan of Rs. 33,87,872, is secured by hypothecation of car, carrying interest @10.06%, (on a monthly reducing basis) . The Loan is repayable in 36 equal monthly instalments of Rs. 1,12,000 starting from7 July 2011. Loan repaid during the year 2013-14 is Rs. 13,44,000 (March 31, 2013 - Rs. 13,44,000).

(iii) ICICI Bank Loan Rs. 47,75,00,000 , is secured by a first charge over the Vessel M.V.Oel Kochi and M.V.OEL Kutch and collateral charge over M.V.OEL Victory. Loan to be repaid in 28 quarterly instalments with the first repayment starting from October 2013. ICICI Bank Loan carries interest @ I-Base 290 bps. Loan repaid during the year 2013-14 is Rs.1,91,00,000 (March 31, 2013 - Rs. Nil).

(3a) There have been no defaults in repayment of any of the loans or interest thereon during the year.

4a) The amount due to Micro and Small Enterprises as defined in the "The Micro, Small and Medium Enterprises Development Act, 2006" has been determined to the extent such parties have been identified on the basis of information collected by the Management.

(5a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 as at the year end.

(5b) Unfinished Voyage income relates to unfinished voyage legs as at the balance sheet (Refer Note 2(d)(iii))

6. Restatement of Financial Statements

BSE has vide its letter dated 12th March, 2014 advised the company to restate its financial statements for 2012-13 to give effect to auditor''s qualifications in their report, in terms of SEBI Circular dated 13th August, 2012 with regard to manner of dealing with Audit report filed by listed companies. The period allowed for restatement under the said SEBI circular ended on 11th May, 2014. The company met SEBI officials on 10th April, 2014 and explained its stand clearly to them.

Further the company has written on 21st April 2014 to SEBI, which was also followed up by further letters dated 08th May, 2014 & 09th May, 2014, that the restatement will not be in the interest of the company as the qualifications arose out of a mere change of opinion and not because of any violation of basic accounting principles.

The company awaits SEBI''s final decision in this regard and therefore no restatement has been carried out.

7. Employee Benefits (A) Gratuity

(a) Description of the Gratuity Plan:

The Company provides for gratuity a defined benefit retirement plan covering eligible employees. Gratuity plan provides for a lump sum payment to employees on retirement, death, incapacitation, termination of employment, of amounts that are based on salaries and tenure of the employees.

(b) Amount recognized in the Balance Sheet and movements in net liability:

Gratuity liability is funded with Life Insurance Corporation of India (LIC) and the above net asset represents the excess between the fair value of Gratuity funds with LIC and the liability as per actuarial valuation This is available for future adjustment and considered recoverable.

The fair value of the plan assets does not include the Company''s own financial instruments

The net asset recognized is grouped under "Other current assets".

(B) Compensated Absences for Employees

The Company permits encashment of privileged leave accumulated by their employees on retirement, separation and during the course of service. The liability for unexpired leave is determined and provided on the basis of actuarial valuation at the Balance Sheet date. The privileged leave liability is not funded.

8. Foreign Currency Exposures outstanding at the Balance Sheet date.

Category: Currency Swap Contract of Rupee Loan from ICICI Bank Ltd of Rs. 45,84,00,000 (USD 82,56,089)

Purpose: In order to hedge the Company''s future foreign currency earnings against the volatility in foreign exchange rates.

9. The notional loss as on March 31, 2014 amounts to Rs. 11,57,96,912 (March 31, 2013: Rs. 5,43,06,192), on fair valuation of cross currency interest rate swap has been taken to the Hedging Reserve account.

b) Remuneration paid to Managing Director during the year is as per maximum permissible limits prescribed in Section 269 and schedule XIII to the Companies Act,1956. Approval is yet to be received from Central Government in respect of remuneration paid in excess of limits prescribed,consideriing auditor''s qualification, to Managing Director for the year ended on 31st March, 2013.

10. Contingent Liabilities

Particulars As at As at 31st March, 2014 31st March, 2013 Rs.Rs. ''''

Claims against the Company not acknowledged as debts. Nil NIL Corporate guarantee given on behalf of Subsidiary companies (including interest) 196,968,061 202,686,071 Claim from ONGC for expenses incurred by it in connection with recovery and allied 30,597,784 30,597,784 activities in respect of OEL Vision in distress during July 2006 (Recoverable from Insurance company).

Income Tax Demand for the Assessment Year 2010-11 - 1,339,695 Income Tax Demand for the Assessment Year 2011-12 2,752,937 -

11. Segment Reporting

a) The Company operates in two business segments viz. Shipping and Logistics. Shipping comprises Charter hire and Logistics includes Feeder, Domestic and Liner business.

c) Segment Capital employed

Fixed Assets used in the company''s business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure relating to individual segment assets and liabilities has been made. However Depreciation has been allocated amongst segments based on best estimates of usage of fixed assets in the respective segments during the year.

12. Related Party Transactions (Refer Annexure 1)

13. Accounting for Lease

The Company has taken Vehicles on Cancellable Operating Lease and the lease rental of Rs.13,26,000 (Rs. 11,98,000) is charged to the statement of Profit and Loss.

The Company has taken Office Premises on Cancellable Operating Lease and the lease rental of Rs. 55,42,598 (Rs. 25,40,119) is charged to the statement of Profit and Loss.

14. Prior period comparatives

Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year''s classification.

Mar 31, 2013

Corporate Information

1 Shreyas Shipping and Logistics Limited (SSLL) is India''s first container feeder owning and operating company. SSLL started its operations in 1993 primarily to fill the gap for feedering of containers between Indian ports and internationally renowned Asian transshipment ports. SSLL''s shares are listed on both Bombay Stock Exchange and National Stock Exchange.

2a. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. The holders of the equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting rights proportionate to their share holding at the meetings of shareholders. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts,. The distribution will be in proportion to the number of equity shares held by the shareholders.

2b. 1,01,62,750 Equity shares of Rs. 10/- each, allotted as fully paid up pursuant to contract(s) without payment being received in cash in the financial year 1994-95.

2c. 21,33,333 Equity shares of Rs. 10/- each, issued as fully paid up on conversion of equal number of Global Depository Receipts (GDR) in the financial year 2006-07.

2d. No bonus shares have been issued during the last five years.

(3a) Nature of security and terms of repayment for secured loan availed from Banks

(i) Canara Bank FCNR Loan $1,27,79,460, is secured by a first charge over the Vessel M.V.Oel Trust and M.V.Oel Shreyas and collateral charge over M.V.Oel Unity. Loan to be repaid in 58 structured monthly installments with the first repayment starting from January 2012 i.e. $2,29,190. Foreign currency loan carries interest @ LIBOR (6months) 450bps. Loan repaid during the year 2012-13 is $ 27,50,280. (Previous Year - $ 6,87,570)

(ii) Axis Bank Car loan of Rs. 33,87,872, is secured by hypothecation of car, carrying interest @10.06%, (on a monthly reducing basis) . The Loan is repayable in 36 equal monthly installment of Rs. 1,12,000 starting from July 2011. Loan repaid during the year 2012-13 isRs. 13,44,000. (Previous Year - Rs. 7,78,936)

(iii) ICICI Bank Loan Rs. 47,75,00,000 , is secured by a first charge over the Vessel M.V.Oel Kochi and M.V.Oel Kutch and collateral charge over M.V.Oel Victory. Loan to be repaid in 28 quarterly installments with the first repayment starting from October 2013. ICICI Bank Loan carries interest @ I-Base 290 bps.

(3b) There have been no defaults in repayment of any of the loans or interest thereon as at the end of the year.

4. Gratuity Benefits

(a) Description of the Gratuity Plan:

The Company provides for gratuity a defined benefit retirement plan covering eligible employees. Gratuity plan provides for a lump sum payment to employees on retirement, death, incapacitation, termination of employment, of amounts that are based on salaries and tenure of the employees.

(b) Amount recognized in the Balance Sheet and movements in net liability:

Gratuity liability is funded with Life Insurance Corporation of India (LIC) and the above net asset represents the excess between the fair value of Gratuity funds with LIC and the liability as per actuarial valuation This is available for future adjustment and considered recoverable.

The fair value of the plan assets does not include the Company''s own financial instruments The net asset recognized is grouped under "Other current assets". (c) Expenses recognized in the Statement of Profit & Loss

5. Foreign Currency Exposures outstanding at the Balance Sheet date.

Category:Currency Swap Contract of Rupee Loan from ICICI Bank Ltd of Rs. 47,75,00,000 (USD 86,00,093) Purpose:In order to hedge the Company''s exposure , due to movement in foreign exchange rates. Foreign Currency exposures not hedged by derivative instrument or otherwise:.

6. The notional loss amounting to Rs. 5,43,06,192 as on March 31, 2013, on fair valuation of cross currency interest rate swap has been taken to the Hedging Reserve account.

a) The remuneration does not include the provision made for gratuity and leave encashment, as they are determined on an acturial basis for company as a whole.

b) Considering Auditor''s qualification, remuneration paid to Managing Director during the year exceeds the maximum permissible limits prescribed in Section 269 and schedule XIII to the Companies Act,1956. The Company is in the process of applying for Central Government approval.

7. Contingent Liabilities

(AMOUNT IN Rs.)

Particulars As at As at 31st March 31st March 2013 2012

Claims against the Company not acknowledged as debts. NIL NIL

Corporate guarantee given on behalf of Subsidiary company (including interest) 202,686,071 121,194,262

Claim from ONGC for expenses incurred by it in connection with recovery and allied 30,597,784 30,597,784 activities in respect of OEL Vision in distress during July 2006 (Recoverable from Insurance company).

Income Tax Demand for the Assessment Year 2010-11 1,339,695

8. Related Party Transactions (Refer Annexure 1)

9. Accounting for Lease

The Company has taken Vehicles on Cancellable Operating Lease and the lease rental of Rs. 11,98,000/-. (Rs. 13,17,333/-) is charged to the statement of Profit and Loss.

The Company has taken Office Premises on Cancellable Operating Lease and the lease rental of Rs. 25,40,119/-. (Rs. 19,52,377/-) is charged to the statement of Profit and Loss.

10. Prior period comparatives

Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year''s classification.

Mar 31, 2012

1a. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs 10/- per share. The holders of the equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting rights proportionate to their share holding at the meetings of shareholders. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1b. 1,23,51,650 Equity shares of Rs 10/- each, held by Holding Company Transworld Holdings Limited, Mauritius. 3e. 1,01,62,750 Equity shares of Rs 10/- each, allotted as fully paid up pursuant to contract(s) without payment being received in cash in the financial year 1994-95.

1c. 21,33,333 Equity shares of Rs 10/- each, issued as fully paid up on conversion of equal number of Global Depository Receipts (GDR) in the financial year 2006-07.

(2a) Nature of security and terms of repayment for secured loan availed from Banks

(i) Canara Bank FCNR Loan $12779460, the loan is secured by a first charge over the Vessel M.V.Oel Trust and M.V.Oel Shreyas and collateral charge over M.V.Oel Unity. The loan is repaid in 58 structured monthly installments with the first repayment starting from Jan 2012 i.e. $229190. Foreign currency loan carries interest @ Libor (6months) 450bps.

(ii) Axis Bank Car loan of Rs 33,87,872, the loan is secured by hypothecation of car, carrying interest @10.06%, (on a monthly reducing basis) . The Loan is repayable in 36 equal monthly instalment ofRs 1,12,000 starting from July 2011.

(iii) ICICI Bank Car loan of Rs 25,31,600 ,the loan is secured by hypothecation of car, carrying interest @9.60%. The Loan is repayable in 36 equal monthly instalment of Rs 54,000. The Loan has been repaid during the year.

(2b) There has been no defaults in repayment of any of the loans or interest thereon as at the end of the year.

* Loan processing charges which is getting amortised over the tenure of the loan.

**Others represent "Deposits" Deposit includes amount with Port Trust of India Rs 50,000/-(March 31, 2011: Rs 50,000/-)

* Income accrued relates to completed legs as at the balance sheet date but billed in subsequent period (Also refer Note 2(d)(ii)) ** Expense relates to expenses of unfinished legs as at the balance sheet date (Also refer Note 2(d)(iii))

*** Loan processing charges which is getting amortised over the tenure of the loan.

3a) During the year, company has received dividend on Rs 10 crores 11% Non -Convertible, Cumulative, Redeemable Preference Shares redeemable at par from M/s Shreyas Relay Systems Limited for the Financial year 2010-11 and 2011-12 till 28th March, 2012. (Date of redemption)

4. The financial statements for the year ended 31st March, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended 31st March 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.

5. (A) Gratuity Benefits

(a) Description of the Gratuity Plan:

The Company provides for gratuity a defined benefit retirement plan covering eligible employees. Gratuity plan provides for a lump sum payment to employees on retirement, death, incapacitation, termination of employment, of amounts that are based on salaries and tenure of the employees.

Gratuity liability is funded with Life Insurance Corporation of India (LIC) and the above net asset represents the excess between the fair value of Gratuity funds with LIC and the liability as per actuarial valuation This is available for future adjustment and considered recoverable.

The fair value of the plan assets does not include the Company's own financial instruments The net asset recognized is grouped under "Other current assets".

(B) Compensated Absences for Employees

The Company permits encashment of privileged leave accumulated by their employees on retirement, separation and during the course of service. The liability for unexpired leave is determined and provided on the basis of actuarial valuation at the Balance Sheet date. The privileged leave liability is not funded.

a) The remuneration does not include the provision made for gratuity and leave encashment, as they are determined on an acturial basis for company as a whole.

b) During the year, remuneration to Managing Director exceeds the maximum permissible limits prescribed in Section 269 and schedule XIII to the Companies Act,1956, Company is in the process of getting Central Government approval.

6. Contingent Liabilities

(AMOUNT IN Rs)

Particulars As at As at 31.03.2012 31.03.2011

a) Claims against the Company not acknowledged as debts. NIL NIL

b) Corporate guarantee given on behalf of Subsidiary company (including interest) 121,194,262 10,221,200

c) Investments of Company given as security for overdraft facility availed by NIL NIL subsidiary.

d) Claim from ONGC for expenses incurred by it in connection with recovery and allied 30,597,784 30,597,784 activities in respect of OEL Vision in distress during July 2006 (Recoverable from Insurance company).

c) Segment Capital employed

Fixed Assets used in the company's business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure relating to individual segment assets and liabilities has been made. However Depreciation has been allocated amongst segments based on best estimates of usage of fixed assets in the respective segments during the year.

7. Related Party Transactions (Refer Annexure 1)

8. Accounting for Lease

The Company has taken Vehicles on Cancelable Operating Lease and the lease rental of Rs 13,17,333/-. (Rs 8,67,000/-) is charged to the Profit and Loss account.

9. Wage agreement for crew on board has been finalised by National Maritime Board (India) and the effect of the same has been carried out in the financials.

Mar 31, 2011

1) The Companys Subsidiary, Haytrans (India) Limited has made a loss of Rs.82,70,799/- for the year ended 31st March,2011 and has a positive net worth of Rs.43,09,070/- as on 31st March, 2011. In view of the long term plans for the company, the diminution in value is considered as temporary and hence no provision is made.

2) Disclosures as required by AS 15 on Employee benefits: (A) Gratuity Benefits

(a) Description of the Gratuity Plan:

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. Gratuity plan provides for a lump sum payment to employees on retirement / death / incapacitation / termination of employment, of amounts that are based on salaries and tenure of the employees.

(B) Privilege Leave Encashment (Compensated Absence)

The Company permits encashment of privilege leave accumulated by the employees on retirement, separation and during the course of service. The liability for unexpired leave is determined and provided on the basis of actuarial valuation at the Balance Sheet date. The privilege leave liability is not funded.

3. Information pursuant to para 4-D, clauses a,b,c and e of Part II of Schedule VI of the Companies Act, 1956 has not been given in view of exemption granted by the Department of Company Affairs Vide Order No 46/65/2011-CL-III. Dated 28th January, 2011

7. CONTINGENT LIABILITIES

(Amount in Rs.)

As at As at

31.03.2011 31.03.2010

a) Claims against the Company NIL 10,57,00,000 not acknowledged as debts

b) Corporate guarantee given 1,02,21,200 9,31,06,425 on behalf of Subsidiary company (including interest)

c) Investments of Company NIL 2,31,87,560 given as security for overdraft facility availed by subsidiary.

d) Estimated amount of NIL NIL Contracts remaining to be executed on Capital Account and not provided for.

e) Claim from ONGC for 3,05,97,784 3,05,97,784 expenses incurred by it in connection with recovery and allied activities in respect of OEL Vision in distress during July 2006 (Recoverable from Insurance company)

f) Income Tax demand for NIL 9,03,135 Assessment year 2007-2008 contested and appealed against.

c) Segment Capital employed Fixed Assets used in the companys business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure relating to individual segment assets and liabilities has been made. However Depreciation has been allocated amongst segments based on best estimates of usage of fixed assets in the respective segments during the year.

11. Accounting for Lease

The Company has taken Vehicles on Cancelable Operating Lease and the lease rental of Rs.8,67,000/- (Rs.6,33,000/-) is charged to the Profit and Loss account.

16. Deposits include amount with Port Trust of India Rs.50,000/- (PY Rs.50,000/-)

17. The present National Maritime Board (NMB) wage settlement for crew expired on 31st March, 2010 and is pending fresh settlement no provision for wage arrears has been made in accounts.

19. Related Party Transactions (Refer Annexure I)

20. Details of Purchases and Sales of Investments (Schedule -5) (Refer Annexure II)

21. Previous years figures have been regrouped / recast wherever necessary to conform to the current years classifications

Mar 31, 2010

1) The Companys Subsidiary, Haytrans (India) Limited has made a loss of Rs. 75,83,743/- for the year ended 31st March, 2010 and has a negative net worth of Rs. 39,61,729/- as on 31st March, 2010. In view of the long term plans for the company, the diminution in value is considered as temporary and hence no provision is made.

2) Disclosures as required by AS 15 on Employee benefits.:

(A) Gratuity Benefits

(a) Description of the Gratuity Plan:

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. Gratuity plan provides for a lump sum payment to employees on retirement / death / incapacitation/termination of employment, of amounts that are based on salaries and tenure of the employees.

3. Related Party Transactions (Refer Annexure I)

4. Details of Purchases and Sales of Investments (Schedule-5) ( Refer Annexure II)

5. Previous years figures have been regrouped/recast wherever necessary to conform to the current years classifications.

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