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Zeal Aqua Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are having immense pleasure in presenting the 17^th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Boardâs Report for the Financial Year ended 31st March, 2025 and the report of the Auditors thereon.

1. FINANCIAL HIGHLIGHTS/STATE OF AFFAIRS

The Company''s financial performance for the year ended on 31^st March, 2025 is summarized below:

Financial Results and Appropriations	Year Ended	(Rs. In Lakhs) Year Ended
Financial Results and Appropriations	31.03.2025	31.03.2024
Gross Income from Operations	51132.023	39,780.419
Other Income	968.499	784.688
Total Revenue	52,100.522	40,565.108
Profit Before Tax and Exceptional items Less:	1494.388	1,025.414
Exceptional items	-	-
Profit Before Tax (PBT)	1494.388	1,025.414
Less: Taxation	484.503	198.222
Net Profit after Tax (PAT)	1009.885	827.192

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Companyâs website www.zealaqua.com.

2. FINANCIAL PERFORMANCE

During the year, your Company recorded Total Revenue of Rs. 52,100.522 Lakhs in financial year 2024-25 as compared to Total Revenue of 40,565.108 Lakhs in financial year 2023-24 and Profit before Tax stood at 1494.388 Lakhs for the year 2024-25 as compared to Profit before tax of 1025.414 Lakhs in financial year 2023-24. Profit after Tax stood at 1009.885 Lakhs for the financial year 2024-25 as compared to Profit after Tax of 827.192 Lacs in financial year 2023-24.

A detailed analysis on the Companyâs performance is included in the âManagementâs Discussion and Analysisâ Report, which forms part of this Report.

3. ROAD AHEAD

The Company is continuously working on all fronts focusing on well-defined targets and goals to sustain and strengthen its leadership in the Aqua Market. Earlier, the company had only Vannamei but now they have added SPF Tiger -P Monodone. The company has added Fish Fillets to the list.

The Company is certified by ASC, The BRC Food, H.A.C.C.P. Food Safety, FSSAI, FDA. The

Company is moving forward towards vertical integration with EU Markets. The company has strengthened ties with LENK Frozen Foods. The Board is very well structured and oriented towards investing new capabilities ensuring the growth of the company and forwarding such to the stakeholders in the form of increased percentage of profit.

The Company, This year has installed Brine Freezer apart from existing technologies like IQF, 4 Plate Freezer and 2 Blast Freezers. The capacity of which is 2 tons/Hour which is much more advanced than the previous technologies. This will enable the Company to penetrate and meet the demands of Chinese Market.

The company has also enhanced its Overall Production capacity from 55 Tons to 75 Tons. The Existing Ponds for aquaculture activity was nearly 300. This Year the Company has successfully acquired 180 ponds totaling to 548 Ponds under Zeal Aqua Ltd.

4. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors are not declaring dividends as the company require funds for its ongoing project. Your Directors do not recommend any dividend for the year ended 31^st March, 2025.

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid dividend account.

6. TRANSFER TO RESERVES

Company has not transferred any amount from profit to general reserve.

7. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as on March 31,2025 is available on the Companyâs website and accessible through web link at https://www.zealaqua.com/annual-report.php.

8. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 1. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Rohan Pradipkumar Navik (DIN: 02531248), Whole-time Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Companyâs policy on directorsâ appointment and remuneration is available on the website of the company at http://www.zealaqua.com/policy.php

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

10. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Annexure 1 in the Corporate Governance Report.

11. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure 1 in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at www.zealaqua.com.

12. ANNUAL EVALUATION BY THE BOARD

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 04th February, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

13. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations. All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 04^th February, 2025 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

15. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has Installed Solar Power Mega Plant which enables us to save 1.25 Cr. of expenditure on electricity by generating 1 MW Power Generation for Captive Consumption.

The Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure 2.

16. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of The Companies Act, 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure 3 to this report and form part of this Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of the business and on an armâs length basis.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is http://www.zealaqua.com/policy.php. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are attached and forms part of this Directorsâ Report as Annexure 4.

18. AUDITORS

Statutory Auditors

M/s Patel Kabrawala & Co., Chartered Accountants, (Firm Registration No. 0130952W) were appointed as statutory Auditor of the Company at the 15^th Annual General Meeting on 18.09.2023 to hold the office until the conclusion of the 20th Annual General Meeting.

However, they have tendered their resignation as Statutory Auditors of the Company w.e.f. 04^th day of September, 2025 resulting into a casual vacancy in the office of the Statutory Auditor of the Company as envisaged under Section 139(8) of the Companies Act, 2013.

The Board has in compliance of Section 139(8) of Companies Act, 2013 and rules there under, filled casual vacancy for financial year 2025-26 caused due to resignation of M/s. Patel Kabrawala And Co., Chartered Accountants from position of Statutory Auditors of the Company by appointing M/s D C Jariwala & Co, (Firm Registration No. 130952W) Chartered Accountants, as Statutory Auditors of the Company and subject to approval of Shareholders at ensuing Annual General Meeting.

In pursuance to the recommendation received from Audit Committee of the Company, the Board has also recommended appointment of M/s D C Jariwala & Co, (Firm Registration No. 130952W) Chartered Accountants as Statutory Auditors of the Company for period of 5 years from conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting.

Internal Auditor

M/s. GRR & Co., Chartered Accountants, Surat has been internal Auditor of the Company for the period of five years from Financial Year 2024-25 to 2029-30. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Saurabh Jhaveri, Practicing Company Secretary (Membership No. FCS: 6670; CP No: 3711), to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is annexed to this Report as Annexure 5.

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Based on the recommendation of the Audit Committee, the Board of Directors have approved and recommended the appointment of M/s. JDM and Associates LLP, Peer Reviewed Firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of up to 5 (Five) consecutive years to hold office from the conclusion of ensuing 17^th AGM till the conclusion of 22^nd AGM of the Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. JDM and Associates LLP, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. JDM and Associates LLP have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI (LODR) Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

> Secretarial Auditorsâ Observations in Audit Report:

There has been no reservation or adverse remark or disclaimer except qualification in their Report which includes the Management Reply annexed to this Report as Annexure 5.

Moreover, there is no incident of fraud requiring reporting by the Secretarial Auditor under Section 143(12) of the Act.

19. COMMENTS ON AUDITORâS REPORT

The report of the Auditors is self-explanatory and does not contain any qualification, reservation or adverse remark and does not call for any comment as per section 134 of the Companies Act, 2013. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directorsâ Report, is given in Annexure 6.

21. CEO& CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Jayan Rajeshkumar Patel, Chief Financial Officer of the Company, for the year ended 31^stMarch, 2025 is attached herewith as Annexure 7.

22. DIRECTORSâ RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the âDirectorsâ Responsibility Statementâ and confirm that:

a) In preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

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

d) The Directors have prepared the annual accounts for the year ended 31^st March, 2025 on going concern basis.

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

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

23. SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES

The Company does not have any subsidiary, Joint Venture and Associate Companies.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in nature.

25. PUBLIC DEPOSIT

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

26. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

27. SIGNING OF THE FINANCIAL STATEMENTS

This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended 31^st March, 2025 in the Board meeting duly held on 29^th May, 2025, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. DISCLOSURES Share Capital

The paid-up Equity Share Capital of the Company as on March 31,2025 was Rs. 1260.66 Lacs. Apart from this company has not issued any shares with differential voting rights, sweat equity shares or employee stock options.

Meetings of Board of Directors and Committees

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table 2 of Annexure 1.

Composition of Board and its Committee

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure 1 in the Corporate Governance Report.

29. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which financial statements relates and the date of this report.

30. CHANGE IN NATURE OF COMPANY BUSINESS

The Company is engaged in aquaculture industry, especially prawn farming and trading of Seed, Feed and Medicines required for Shrimp Farming. The company has started Shrimp Processing Unit and commercial production of the Shrimp Processing Unit and started export of processed shrimp. The company has added more items to its product line like Fish Fillets.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company. The Disclosure shall be in Annexure 8.

The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

32. VIGIL MECHANISM & WHISTLE BLOWER POLICY

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities off unethical behavior, actual or

suspected, fraud or violation of the Companyâs code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Companyâs website. The web link is http://www.zealaqua.com/policy.php

33. POLICY ON RELATED PARTY TRANSACTIONS

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.

The Company has a Related Party Transaction Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

34. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITY PROVIDED

The company has not given any loans or guarantees or investments under section 186(4) of Companies Act, 2013.

35. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

36. RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. For ensuring independence of audits, the Internal Auditors report directly to the Audit Committee. Both Internal and Statutory Auditors have exclusive executive sessions with the Audit Committee on a regular basis. In addition, during the year, the Management performed a review of key financial controls, at entity as well as operating levels.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives which has been enhanced during this year. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. These have also been reported and discussed in detail in the Managementâs Discussion and Analysis Report, annexed to this report.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2023-24.

37. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure 9.

38. CODE OF CONDUCT

Board of Directors has revised and adopted Code of Conduct for Board of Directors and Senior Management Personnel in the meeting of Board held on 14th February, 2020. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure 10.

The Code of Conduct from Board of Directors and Senior Management Personnel is available on link: http://www.zealaqua.com/policy.php

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your company adopted policy of âPrevention of Sexual Harassment of Women at Workplaceâ. There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Your directorâs further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

40. COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

41. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Policy on Prohibition of Insider Trading and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

43. INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

44. RESEARCH & DEVELOPMENT

Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of Research & Development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people.

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

45. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

46. OPINION OF BOARD

During the year, The Company has appointed Ms. Krutika Thakorbhai Patel (DIN: 09433113) and Mrs. Snehal Bhavik Patel (DIN: 10765267) as Independent Directors of the Company for a term of 5 years from 1^st October, 2024 to 30^th September, 2029.

Mr. Naginbhai Paragbhai Patel (DIN:01675923) independent Director and Mrs. Sharmin Mehernosh Dordi (DIN: 08193337) Women Independent Director have resigned as on 31.01.2025.

The Board of directors consists of independent Director having integrity, relevant expertise and experience.

47. APPRECIATION

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

48. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Mar 31, 2024

Your Directors are having immense pleasure in presenting the 16^th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Boardâs Report for the Financial Year ended 31st March, 2024 and the report of the Auditors thereon.

1. FINANCIAL HIGHLIGHTS/STATE OF AFFAIRS

The Company''s financial performance for the year ended on 31^st March, 2024 is summarized below:

(Rs. In Lakhs)
Financial Results and Appropriations	Year Ended	Year Ended
Financial Results and Appropriations	31.03.2024	31.03.2023
Gross Income from Operations	39,780.419	36,268.737
Other Income	784.688	837.853
Total Revenue	40,565.108	37,106.590
Profit Before Tax and Exceptional items	1,025.414	817.922
Less:
Exceptional items	-	-
Profit Before Tax (PBT)	1,025.414	817.922
Less: Taxation	198.222	112.557
Net Profit after Tax (PAT)	827.192	705.355

2. FINANCIAL PERFORMANCE

During the year, your Company recorded Total Revenue of 39,780.419 Lacs in financial year 202324 as compared to Total Revenue of 37,106.590 Lacs in financial year 2022-23 and Profit before Tax stood at 1025.414 Lacs for the year 2023-24 as compared to Profit before tax of 817.922 Lacs in financial year 2022-23. Profit after Tax stood at 827.192 Lacs for the financial year 2023-24 as compared to Profit after Tax of 705.355 Lacs in financial year 2022-23.

A detailed analysis on the Companyâs performance is included in the âManagementâs Discussion and Analysisâ Report, which forms part of this Report.

3. ROAD AHEAD

The Company is certified by ASC, The BRC Food, H.A.C.C.P. Food Safety, FSSAI, FDA. The

4. DIVIDEND

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid dividend account.

6. TRANSFER TO RESERVES

Company has not transferred any amount from profit to general reserve.

7. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as on March 31,2024 is available on the Companyâs website and accessible through web link at https://www.zealaqua.com/annual-report.php.

8. CORPORATE GOVERNANCE

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Dhavalkumar Shantilal Patel (DIN: 02961674), Whole-time Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Companyâs policy on directorsâ appointment and remuneration is available on the website of the company at http://www.zealaqua.com/policy.php

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company during the year:

Name of Directors	Category & Designation	Appointment date	Change in designation	Resignation date
Shantilal Ishwarlal Patel	Executive/ Managing Director	06.03.2009	25.03.2023	-
Pradipkumar Ratilal Navik	Executive/ Whole-time Director	06.03.2009	25.03.2020	-
Rohan Pradipkumar Navik	Executive/ Whole-time Director	06.06.2011	25.03.2020	-
Dhavalkumar Shantilal Patel	Executive/ Whole-time Director	22.09.2017	22.09.2022	-
Naginbhai Paragbhai Patel	Non-Executive/ Independent Director	25.03.2015	25.03.2020	-
Cyrus Dinsha	Non-Executive/	14.10.2017	14.10.2022	-

Bhathena	Independent Director
Shahzad Yazdi Gandhi	Non-Executive/ Independent Director	29.12.2017	29.12.2022	-
Sharmin Mehernosh Dordi	Non-Executive/ Independent Director	24.09.2018	-	-
Jayan Rajeshkumar Patel	Chief Financial Officer	14.04.2022	-	-
Manvi Meet Shah	Company Secretary & Compliance Officer	25.08.2023	-	22.05.2024

** Manvi Meet Shah resigned from the post of Company Secretary and Compliance Officer w.e.f. 22.05.2024 and Nishtha Harivanshi Pamnani has been appointed as an Company Secretary & Compliance Officer w.e.f. 22.07.2024

10. NUMBER OF MEETING HELD DURING THE YEAR

11. COMPOSITION OF BOARD AND ITS COMMITTEE

12. ANNUAL EVALUATION BY THE BOARD

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

13. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 15^th February, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

15. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has Installed Solar Power Mega Plant which enables us to save 10lakhs-12lakhs of expenditure on electricity by generating 1 MW Power Generation for Captive Consumption.

16. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of the business and on an armâs length basis.

18. AUDITORS Statutory Auditors

M/s Patel Kabrawala & Co., Chartered Accountants, (Firm Registration No. 0130952W) Are

Statutory Auditors of the Company, who were appointed in 15^th Annual General Meeting on 18.09.2023 to hold the office until the conclusion of the 20th Annual General Meeting.

Internal Auditor

Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

Secretarial Auditor

19. COMMENTS ON AUDITORâS REPORT

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

21. CEO& CFO CERTIFICATION

22. DIRECTORSâ RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the âDirectorsâ Responsibility Statementâ and confirm that:

a) In preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

d) The Directors have prepared the annual accounts for the year ended 31^st March, 2024 on going concern basis.

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

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

23. SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES

The Company does not have any subsidiary, Joint Venture and Associate Companies.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in nature.

25. PUBLIC DEPOSIT

Details of Money received from Directors:

Sr. No.	Name of Directors	O/S Amount as on year end (Amount in Lacs)
1	Dhaval Patel	25.035
2	Pradipkumar Navik	230.288
3	Rohan Navik	0.345
4	Shantilal Patel	75.884

26. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

27. SIGNING OF THE FINANCIAL STATEMENTS

This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended 31^st March, 2024 in the Board meeting duly held on 30^th May, 2024, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. DISCLOSURES Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2024 was Rs. 1260.66 Lacs. Apart from this company has not issued any shares with differential voting rights, sweat equity shares or employee stock options.

Meetings of Board of Directors and Committees

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table 2 of Annexure 1.

Composition of Board and its Committee

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure 1 in the Corporate Governance Report.

29. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

30. CHANGE IN NATURE OF COMPANY BUSINESS

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company. The Disclosure shall be in Annexure 8.

The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

32. VIGIL MECHANISM & WHISTLE BLOWER POLICY

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities off unethical behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Companyâs website. The web link is http://www.zealaqua.com/policy.php

33. POLICY ON RELATED PARTY TRANSACTIONS

The Company has a Related Party Transaction Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

34. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITY PROVIDED

The company has not given any loans or guarantees or investments under section 186(4) of Companies Act, 2013.

35. INTERNAL FINANCIAL CONTROL SYSTEM

36. RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

37. STATEMENT ON RISK MANAGEMENT

38. CODE OF CONDUCT

The Code of Conduct from Board of Directors and Senior Management Personnel is available on link: http://www.zealaqua.com/policy.php

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

40. COST RECORDS

41. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by Insiders and Code of Practices and Procedures for Fair Disclosure of

Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Policy on Prohibition of Insider Trading and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

43. INSURANCE

44. RESEARCH & DEVELOPMENT

45. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

46. OPINION OF BOARD

During the year No Independent Director was appointed in the company The Board of directors consists of independent Director having integrity, relevant expertise and experience.

During this ensuing Annual General Meeting, It is Proposed and Recommended by Board of Directors to appoint Mrs. Krutika Thakorbhai Patel (DIN: 09433113) and Mrs. Snehal Bhavik Patel (DIN: ) as Independent Directors of the Company for a term of 5 years from 1^st October, 2024 to 30^thSeptember, 2029.

47. APPRECIATION

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

48. ACKNOWLEDGEMENTS

Mar 31, 2018

To,

The Members of Zeal Aqua Limited

I am feeling delighted to share with you our Companyâs performance during the year under review; and provide key developments of the aquaculture industry.

MPEDA has set an ambitious target of doubling marine products exports to USD 10 Bn by 2022, including measures to strengthen aquaculture production in states, potential collaborations, marketing and integration of supply chains. Government has proposed to create 10 marketing offices around the world to promote and create brand equity for Indian products.

We were the first few companies in India to introduce P. Vannamei breed and successfully pioneered the technique. The country has now emerged as one of the largest producers of shrimp in the world. Indiaâs seafood export cross USD 7 Bn for the first time, wherein frozen shrimp and frozen fish continuing to be the top export items. India shipped 13.7 Lakh MT of seafood in volume terms and USD 7 Bn in value terms during FY18, as compared to figures of 11.3 Lakh MT and USD 5.77 Bn, respectively in the preceding fiscal, registering a growth of 21.35%. Export of shrimp for FY18 was 5.6 Lakh MT worth USD5Mn, with US continuing to be the largest market.

A significant portion of shrimps cultivated in India is primarily exported to the US, followed by Europe, Japan and South East Asian countries in dollarterms as shown below:

This year, we have achieved an important milestone, where we have commissioned the processing plant with annual capacity of 5,800 MT of shrimp processing. We have moved up the value chain from being a farmer to shrimp processor and exporter moving towards forward integration. We have commissioned the processing plant in the second half of the FY18. Currently, we are exporting Processed Shrimps to the countries like UK, Japan, Vietnam, China, Saudi Arabia, UAE etc.

FINANCIAL HIGHLIGHTS

The Companyâs financial performance for the year ended on 31^st March, 2018 is summarized below:

Financial Results and Appropriations	Year Ended	Year Ended
Financial Results and Appropriations	31.03.2018	31.03.2017

Gross Income from Operations	1,775,583,643	1,745,543,379
Other Income	19,375,947	4,328,645
Total Revenue	1,794,959,590	1,749,872,024
Profit Before Interest, Depreciation and Taxes (EBITDA)	234,927,963	96,867,052
Less:
Interest	89,859,819	44,894,249
Extra-ordinary items	-	-
Depreciation	83,118,296	24,497,110
Profit Before Tax (PBT)	61,949,848	27,475,693
Less: Taxation	20,077,689	9,727,126
Net Profit after Tax (PAT)	41,872,159	17,748,567

The Company discloses financial results on half yearly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Companyâs website www.zealaqua.com.

FINANCIAL PERFORMANCE

During the year, Your Company recorded total revenue of 17,755.84 Lacs during the current financial year as compared to total revenue of 17,455.43 Lacs in financial year 2016-17 and Profit before Tax for the year 2017-18 stood at 619.5 Lacs as compared to Profit before tax of 274.76 Lacs in financial year 2016-17. Profit after Tax for the current year stood at 418.72 Lacs as compared to Profit after Tax of 177.48 Lacs. A detailed analysis on the Companyâs performance is included in the âManagementâs Discussion and Analysisâ Report, which forms part of this Report.

ROAD AHEAD

Our vision of moving up the value chain from being farmer to processor has been finally taking shape. Our priorities are as follows:

- Getting the USFDA approval for US export and targeting different Geographies

- Increasing the revenue share of value added products

- Smoothening and increasing the Utilization of the Processing Plant

- Operationalize the first phase of Shrimp

Nursery technique At Zeal Aqua, we are very excited to enter into the new phase of growth and will continue to invest in our capabilities to increase market share and create value for the shareholders.

I would like to be thankful to all the stakeholder for being part of the journey.

DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors are not declaring dividends as the company require funds for its recently commercial project. Your Directors do not recommend any dividend for the year ended 31^st March, 2018.

TRANSFER TO RESERVES

Company has not transferred any amount from profit to general reserve.

UNCLAIMED DIVIDEND

There is no balance lying in unpaid dividend account.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the Extract of the Annual Return as at 31^st March, 2018 in Form MGT-9 is annexed to this Report as Annexure I.

CORPORATE GOVERNANCE

As per the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report; is given in Annexure II. The requisite certificate from the Auditors of the company confirming compliance with the conditions of Corporate is attached in the report on corporate Governance.

DIRECTORS

The Policy of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the Companyâs website www.zealaqua.com.

Your directors propose the appointment of Mr. Cyrus Dinsha Bhathena, Mr. Shahzad Yazdi Gandhi and Mrs. Sharmin Mehernosh Dordiatthe ensuing annual general meeting.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shantilal Ishwarbhai Patel, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of the Members of the Company.

The Company has received declarations from all the independent directors of the Company that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non- Independent Directors and Chairman of the Company. Pursuant to this framework, a process of evaluation was followed by the Board for its own performance and that of its committees and individual directors.

The Board recommends the appointment/re-appointment of above directors for your approval.

BOARD INDEPENDENCE

âIndependenceâ of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

a) Mr. Naginbhai Paragbhai Patel

b) Mr. Cyrus Dinsha Bhathena

c) Mrs. Roshan Melli Kadodwala

d) Mr. Shahzad Yazdi Gandhi

COMMITTEES OF THE BOARD

There are currently four Committees of the Board, as under:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholdersâ Relationship Committee

4) CSR Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy, apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boardâs approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Surat. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met thirteen times in financial year 2017-18 viz., on 1^st April, 2017,1^st May, 2017, 30^thMay, 2017,10^thJune, 2017, 24^th July, 2017, 26^th August, 2017, 22^nd September 2017,14^th October, 2017,14^th November, 2017, 7^th December 2017, 29^th December, 2017, 5^th january, 2018, and 14^th March, 2018. The maximum interval between any two meetings did not exceed 120 days.

ANNUAL EVALUATION BY THE BOARD

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Boardâs functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Companyâs longterm strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Boardâs effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 14^th March, 2018. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

1. Mr. Shantilal Ishwarbhai Patel Managing Director

2. Mr. Pradipkumar Ratilal Navik Whole Time Director

3. Mr. Rohan Pradipkumar Navik Whole Time Director

4. Mr. Dhavalkumar Shantilal Patel Whole Time Director

5. Mr. Shailendrasingh Chatarsingh Patil Chief Financial Officer

6. Ms. Javanika Narendrakumar Gandharva Company Secretary & Compliance Officer

ENERGY CONSERVATION MEASURES,

TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure III.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IVto this report and form part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of the business and on an armâs length basis. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is attached and forms part of this Directorsâ Report as Annexure V.

AUDITORS STATUTORY AUDITORS

Members of the Company in 6^th Annual General Meeting of the Company appointed M/s PARY & Co., Chartered Accountant as a statutory auditor of the Company for the tenure of five years starting from the conclusion of 6^th Annual General Meeting till the conclusion of 11^th Annual General Meeting subject to annual ratification by members. Now, pursuant to provisions of section 139(1) of the Companies Act, 2013 read with Companies Amendment Act, 2017 there is no requirement of annual ratification of appointment of a statutory auditor but as per the resolution passed in 6^th Annual General Meeting of the Company it is requires to ratify the appointment of statutory auditor. Hence, Board hereby proposes for ratification of appointment of M/s PARY & Co, Chartered Accountant as a statutory auditor of the Company. Further, after this ratification no further ratification of appointment of statutory auditor shall be done and M/s PARY & Co., Chartered Accountant shall hold office as a statutory auditor of the Company till the conclusion of 11^th Annual General Meeting of the Company.

INTERNAL AUDITOR

M/s. GRR & Co., Chartered Accountants, Surat has been internal Auditor of the Company for the Financial Year 2017-18. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

The Company has appointed M/s. GRR & Co., Chartered Accountants, Surat as an Internal Auditor for the Financial Year 2018-19 in the Board meeting held on 2^nd July, 2018, after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.

SECRETARIAL AUDITOR

In accordance with the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary (Membership No. FCS: 6116; CP No: 5985), to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18 is annexed to this Report as Annexure VI.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the Regulation 34 of SEBI (Listing Obligations And Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directorsâ Report, is given in Annexure VII.

CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Shailendrasingh Chatarsingh Patil, Chief Financial Officer of the Company, for the year ended 31^st March, 2018 is attached herewith which forms part of Corporate Governance Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the âDirectorsâ Responsibility Statementâ and confirm that:

a) In preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

d) The Directors have prepared the annual accounts for the year ended 31^st March, 2018 on going concern basis.

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

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

SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES

The Company does not have any subsidiary, joint Venture and Associate Companies.

PUBLIC DEPOSIT

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on the BSE Limited (Bombay Stock Exchange SME Platform). The Annual Listing Fee for the current year has been paid to the BSE Limited.

SIGNING OF THE FINANCIAL STATEMENTS

This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended 31^st March, 2018 in the Board meeting duly held on 30^th May, 2018, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURES

SHARE CAPITAL

The Paid up Equity Share Capital as at 31^st March, 2018 stood at 420.22/- Lacs. After the financial year 2017-18 under review, the Company has proposed issue bonus shares to shareholders of the Company, Board recommended the same for approval of the Members in ensuing 10^th Annual General Meeting.

After the financial year 2017-18 under review, your board has proposed to increased Authorised Share capital from Rs. 5 Crore to Rs. 13 Crore in its Board Meeting held on 16/08/2018.

MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table 2 of Annexure II.

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit committee which comprises of one Executive director and two Non-Executive Directors and Chairman is Independent Director. The details of the composition of the audit committee is described in Corporate Governance Report.

In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. 31^st March, 2018 and upto the date of signing of the Directorâs Report.

CHANGE IN NATURE OF COMPANY BUSINESS

Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company. The Disclosure shall be in Annexure VIII.

The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Companyâs website. The web link is http://www.zealaqua.com/policy.php

POLICY ON RELATED PARTY TRANSACTIONS

The Company has a Related Party Transaction Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITY PROVIDED

The company has not given any loans or guarantees or investments under section 186(4) of Companies Act, 2013.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

STATEMENT ON RISK MANAGEMENT

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

COST RECORDS

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php

INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

RESEARCH & DEVELOPMENT

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

By order of the Board of Directors

For Zeal Aqua Limited

Date: 16^th August, 2018 Sd/- Sd/-

Place: Surat Shantilal Ishwarbhai Patel Pradipkumar Ratilal Navik

Managing Director & Chairman Whole Time Director

(DIN: 01362109) (DIN:01067716)

Mar 31, 2016

TO THE MEMBERS,

The Directors take pleasure in presenting the Eighth Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2016.

FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the year, your Company has recorded gross revenue of Rs. 1,21,28,58,809/- against Rs. 1,71,34,24,417/- in the previous year. Net Profit after Taxation for the financial year ended March 31, 2016 decreased to Rs. 1,90,94,822/- against Rs. 3,07,39,050/- in the preceding year. The overall decrease in financial performance was due to poor production in previous year. Your board assumes that in upcoming year things will improve.

Financial performance of the Company for Financial Year 2015-16 is summarized below:

(Figure in rupees)

Particulars	2015-16*	2014-15*
Sales and Other Income	1,21,52,56,687	1,71,65,29,840
Profit before Interest, Depreciation & Tax	9,16,07,647	10,41,41,121
Less: Interest (Net)	4,46,39,707	3,93,79,857
Profit before Depreciation & Tax	4,69,67,940	6,47,61,264
Less: Depreciation	2,75,71,124	2,40,39,061
Profit before Tax	1,93,96,816	4,07,22,203
Less: Provisions for Taxation	3,01,994	99,83,153
Net Profit after Tax	1,90,94,822	3,07,39,050
Balance brought forward from previous year	9,25,36,950	7,29,73,699
Appropriations	-	(1,11,75,798)
Transfer to General Reserve	-	-
Balance carried to Balance Sheet	11,16,31,773	9,25,36,950

* Figures regrouped wherever necessary.

DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its upcoming project. Your Directors are unable to recommend any dividend for the year ended 31^st March, 2016.

UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs. 306.72 Lakhs.The company has allotted further 11.35 Lakhs equity shares for total consideration of Rs. 1475.50 Lakhs after balance sheet date through IPO in BSE-SME exchange and has been listed thereafter.

TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

PUBLIC DEPOSIT

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Form No. MGT - 9 form part of the Boardâs report in Annexure I.

CORPORATE GOVERNANCE

As per the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the

Report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report; is given in Annexure II. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

NUMBER OF MEETING HELD DURING THE YEAR

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table 1 of Annexure II.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Pradeep Ratilal Patel (DIN: 01067716), Executive Director, retire by rotation and is being eligible offer himself for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the year ended March 31, 2016, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2016 and of the Profit of the Company for that period;

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

d. The Directors had prepared the annual accounts of the Company on a âgoing concernâ basis; and

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

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

DECLARATION BY INDEPENDENT DIRECTOR

All the independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

III.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ).

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the companies actâ 2013 read with rules 5 (1) of the companies (appointment and remuneration of managerial personnel) Amendment rules, 2016 are annexed in Annexure IV.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of the Internal auditor to the Audit Committee of the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The companies act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the boardâs report. The detailed report forms part of Independent Auditors Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Companyâs website. The web link is http://www.zealaqua.com/policy.aspx

STATEMENT ON RISK MANAGEMENT:

STATUTORY INFORMATION

The Company is in aquaculture industry, especially prawn farming and is the member of BSE SME Platform. Apart from this business, the Company is not engaged in any other business/activities.

STATUTORY AUDITORS

M/s PARY & Co., Chartered Accountants (having Firm Registration No 007288C) are Statutory Auditors of the Company, who were appointed in AGM held on 30.09.2014 holds office for a period of 5 years needs ratification by members of the company for financial year 2016-17. The Company has received letter from M/s PARY & Co., Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141of the Companies Act 2013.

SECRETARIAL AUDITOR

The Board had appointed Mr. Ranjit Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report is annexed herewith in Annexure VIand does not contain any qualification, reservation or adverse remark.

COMMENTS ON AUDITORâS REPORT

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavors that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an armâs length basis only.

During the year under review the Company had entered into contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Related Party Transactions is uploaded on the website of the company. The web link is http://www.zealaqua.com/policy.aspxYour Directors draw attention of the members to Note: 25to the financial statement which sets out related party disclosures.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or investments under section 186 (4) of Companies Act, 2013.

INSURANCE:

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

RESEARCH & DEVELOPMENT

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014are annexed herewith in Annexure VII.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company. The Disclosure shall be in Annexure VIII

DISCLOSURE REGARDING UTILISATION OF IPO FUNDS:

The details regarding the funds utilized by the company from proceeds of IPO up to 30.08.2016 is attached herewith as Annexure IX

APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Place: Surat

Date: 30^th August, 2016 Sd/-

Shantilal Ishwarbhai Patel

Managing Director & Chairman

(DIN: 01362109)

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