Your directors are pleased to present the 19th Annual Report on business and operations of your Company together
with the Audited Financial Statements (standalone and consolidated) for the financial year ended 31st March, 2026 and
the report of the Auditors thereon.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Certain key aspects of your Company's Financial's performance on a Standalone and Consolidated basis during
the Financial Year ended 31st March, 2026 as compared to the previous Financial Year are summarized below: ¹

*Sublimit of Cash Credit, ^Sublimit of Bank Guarantee

Further the detailed Credit Rating Report issued by ICRA limited is available on company website
https://www.marineelectricals.com/credit-rating/ and also uploaded on the stock exchange on www.nse.com

4. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements
have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute
of Chartered Accountants of India [ICAI]. The Audited Consolidated Financial Statement together with Auditors'
Report forms part of the Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3)
of the Act, read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards
specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors'
Report thereon forms part of the Annual Report the Company.

The audited financial statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries, are available on Company's website
https://www.marineelectricals.com/financial-results-and-outcome/. These documents will also be available for
inspection during working hours at the Registered Office of the Company.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures as per Rule 8 of
Company's (Accounts) Rules, 2014, a report on the Financial performance of Subsidiaries, Associates and Joint
Venture Companies along with their contribution to the overall performance of the Company during the Financial
Year ended 31st March, 2026 is annexed to this Board's report in form AOC 1.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have
occurred during the year under review.

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

(I) “Narhari Engineering Works”, a partnership firm, has been converted into a private limited company pursuant
to the applicable provisions of the Companies Act, 2013, and consequently, with effect from 22nd May, 2026,
the entity shall henceforth be known as “MEL HEAVY INDUSTRIES PRIVATE LIMITED”, after conversion the
said company become subsidiary of the Marine Electricals (India) Limited

(ii) The Company hereby informs that Mr. Mohan Rao (DIN: 02592294), have completed their Second term as an
Independent Directors of the Company and accordingly, ceased to be the Director of the Company with effect
from the close of business hours of May 29, 2026.

(iii) Pursuant to the approval granted by the Board of Directors in their meeting held on February 11, 2026,
regarding the divestment of 70% stake in MEL Shipyard Private Limited (formerly known as Xanatech
Synergies Private Limited) a wholly owned subsidiary of Marine Electricals (India) Limited.

MEL Shipyard Private Limited has completed the Said transaction and has transfer shares in the favour of Mr.
Vinay Uchil and Mr. Venkatesh Uchil. Consequent to the said transfer, the shareholding of Marine Electricals
(India) Limited in MEL Shipyard Private Limited has reduced, and accordingly, MEL Shipyard Private Limited
has ceased to be a wholly owned subsidiary of the Company and has become an Associate Company of
Marine Electricals (India) Limited with effect from 9th June, 2026..

(iv) The Company hereby informs the stock exchange on 7th July, 2026 a potential cybersecurity incident as part
of a widespread firewall attack. The incident has not impacted on the continuity of our business and
operations and there doesn't appear to be any material impact on the Company's operations. However, the
risk of data loss is considered remote, but cannot be completely eliminated.

(v) The Company hereby informs that Mr. Madan Gopal Pendse (DIN: 07650301), have completed their Second
term as an Independent Directors of the Company and accordingly, ceased to be the Director of the Company
with effect from the close of business hours on July 10, 2026.Mr. Shanmugam Nagarajan Appointed as
Additional Director - Non Executive Independent Director for a term of three (3) years w.e.f August 10, 2026,
not liable to retire by rotation subject to the approval of shareholders of the Company in general meeting.

7. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

There has been no change in the nature of business of your Company during the year under review.

8. DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 0.3 (15%) per equity share of Rs. 2/- each on
13,99,44,410 equity shares for the year ended 31st March, 2026, aggregating to Rs. 419.83 lakhs payable to those
Shareholders whose names appear in the Register of Members as on the Record Date.

9. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company has adopted
the Dividend Distribution Policy (‘the Policy'). The Policy is available on the Company's website at
https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policv.pdf

10. TRANSFER TO RESERVES:

During year under review, no amount has been transferred to general reserves.

11. PREFERENTIAL ISSUE

Pursuant to the approval of the Board at its meeting held on 24th July, 2024 and approval of the members of the
Company at their Extraordinary General Meeting (‘EGM') held on 17th August 2024, allotted of 52,79,160 Equity
Shares of face value of Rs. 2/- each on preferential basis at an Issue Price of Rs 205/- each, being a price not lower
than the minimum price determined in accordance with SEBI (ICDR) Regulation 2018, amounting to Rs.
108,22,27,800 to Non-Promoters allottees made on 10th September, 2024.

Pursuant to the approval of the Board at its meeting held on 24th July, 2024 and approval of the members of the
Company at their Extraordinary General Meeting (‘EGM') held on 17th August 2024 allotted 20,00,000 Warrants
convertible into equal number of equity shares of face value of Rs. 2/- each on preferential basis at an Issue Price
of Rs. 205/- per warrant, being a price not lower than the minimum price determined in accordance with SEBI
(ICDR) Regulation 2018, to Promoter and Non-Promoters allottees as on [.]. on the receipt of 25% of the issue
price per warrant i.e. Rs. 51.25/- as upfront payment aggregating to Rs. 10,25,00,000/- for allotment of 20,00,000
Warrants convertible into equal number of equity shares of face value of Rs. 2/- each as per the terms of the issue.

Each Warrant, so allotted, is convertible into equal number of equity shares of face value of Rs. 2/- each of the
Company in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, subject to receipt of balance consideration of Rs. 153.75/- per warrant (being 75% of the issue price per
warrant) from the allottees to exercise conversion option against each such warrant.

During the Financial Year 2025-26, all the outstanding warrants were converted into equity shares. Upon receipt of
the balance 75% of the issue price from the allottees, the Company allotted 20,00,000 equity shares as detailed
below:

According to the SEBI ICDR regulations company has appointed ICRA as a monitoring agency to monitor the
utilize the funds as mentioned in the offer documents accordingly company in compliance of SEBI LODR
regulations upload the quarterly monitoring agency report to the stock exchange.

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as
stated in the offer documents.

12 SHARE CAPITAL AND CHANGES IN IT:• Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 30,00,00,000.00/- (Rupees Thirty Crores Only) divided
into 15,00,00,000 (Fifteen Crores Only) equity shares of Rs. 2/- (Rupees Two Only) each. There has been no
change in the Authorized Share Capital of the Company during the financial year.

• Issued and Paid Up Share Capital:

Consequent to the approval by the Board of Directors in its meeting dated 24th July 2024 and subsequent
approval by the Shareholders by Special Resolution in the Extraordinary General Meeting dated 17th August
2024, the Board, on 10th September 2024 has allotted allotment of 52,79,160 Equity Shares of face value of
Rs. 2/- each on preferential basis at an Issue Price of Rs.205/- each, being a price not lower than the minimum
price determined in accordance with SEBI (ICDR) Regulation 2018.

Allotment of 20,00,000 Warrants convertible into equal number of equity shares of face value of Rs. 2/- each
on preferential basis at an Issue Price of Rs. 205/- per warrant, being a price not lower than the minimum price
determined in accordance with SEBI (ICDR) Regulation 2018, to Promoter and Non-Promoters allottees.

During the Financial Year 2025-26, all the outstanding warrants were converted into equity shares. Upon
receipt of the balance 75% of the issue price from the allottees, the Company allotted 20,00,000 equity
shares.

As on the date of the this Report, the paid up, issued and subscribed capital of the Company stands increased
to Rs. 27,98,88,820 /- (Twenty Seven Crore Ninety Eight Lacs Eighty Eight Thousand Eight Hundred Twenty
only) comprising of 13,99,44,410 (Thirteen Crore Ninety Nine Lacs Forty Four Thousand Four Hundred Ten
Only) equity shares of Rs. 2/- (Rupees Two Only) each.

The Company has not issued shares with differential voting rights or sweat equity shares.

13. DETAILS OF COMPANY’S HOLDING, SUBSIDIARY, ASSOCIATE & JOINT VENTURE:

The Company does not have any holding company.

The Company is having 9 (Nine) subsidiaries including step down subsidiary. The details of Subsidiary, Associate
& Joint Venture are as follows:

A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1, is
annexed to this report as Annexure A.

13.1 Domestic Subsidiaries

The Company has 5 (Five) Indian Subsidiaries i.e. Eltech Engineers Madras Private Limited (CIN:
U29142TN1996PTC036500), Evigo Charge Private Ltd (formally known as Evigo Charging Consultants
Private Ltd) (CIN No. U74999MH2018PTC317824), MEL Shipyard Private Limited (Formerly known as
Xanatech Synergies Private Limited) (CIN No. U62013MH2024PTC417888), Marks Marine Radio Private
Limited, and Premalata Foundation (Section 8 Company).

13.2 Foreign subsidiaries

The Company has 4 (four) foreign subsidiaries including 1 (one) step down subsidiary i.e MEL Powers FZC
located in UAE, Xanatos Marine Ltd, located in Kelowna, British Columbia, Canada and STI Company SRL
located in Italy and MEL Power Systems PTE LTD.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website
https://www.marineelectricals.com/images/policies/Policy-on-Material-Subsidiaries.pdf

13.3 Associate Company

The company doesn't have any associate company as on 31st March 2026,

However As approved by the Board of Directors at its meeting held on 12 February 2025, the Company, on 12
May 2025, completed the acquisition of an additional 10% equity shares of Marks Marine Radio Private
Limited (“MMRPL”) for a consideration of ?50 lakhs, thereby increasing its stake in MMRPL from 49.25% to
59.20%. Consequent to the acquisition, MMRPL became a subsidiary of the Company.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Regulations) LODR, 2015 and
amendments thereto the Management Discussion and Analysis Report forms part of this Annual Report
which gives a detailed information of state of affairs of the operations of the Company and its subsidiaries.

15. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the
certificate from a Practicing Company Secretary Mr. Jigar Kumar Gandhi, partner of JNG & Co., LLP,
Company Secretaries (L2024MH017500) certifying compliance with conditions of Corporate Governance, is
annexed to this Annual Report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

16.1 Board of Directors

a) Composition

The Board of Directors of the Company, at present, comprises 9 Directors, who have wide and varied
experience in different disciplines of corporate functioning. The present composition of the Board
consists of One Chairman and Executive Director, One Managing Director, One Executive Director, One
Non-executive Non-Independent Director and five Non-Executive Independent Director (including 1

Woman Non-Executive Independent Director).The constitution of the Board of Directors of the
Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, as amended from time to time.

The details are as below: -

(@) Mr. Shanmugam Nagarajan Appointed as Additional Director - Non Executive Independent
Director for a term of three (3) years w.e.f August 10, 2026, not liable to retire by rotation subject to the
approval of shareholders of the Company in general meeting.

(*) Mr. Madan Gopal Pendse (DIN: 07650301), have completed their Second term as an Independent
Directors of the Company and accordingly, ceased to be the Director of the Company with effect from
the close of business hours on July 10, 2026

(**) Mr. Mohan Rao (DIN: 02592294), have completed their Second term as an Independent
Directors of the Company and accordingly, ceased to be the Director of the Company with effect
from the close of business hours of May 29, 2026.

b) Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made
thereunder, at least two-thirds of the total number of directors (excluding independent directors) shall be
liable to retire by rotation. Accordingly, Mr Venkatesh Uchil (DIN: 01282671), being the longest in the
office amongst the directors is liable to retire by rotation at the ensuing Annual General Meeting of the
Company and, being eligible, have offered her candidature for re-appointment.

Brief details of Mr. Venkatesh Uchil, Managing Director, who is seeking re-appointment is given in the
notice of annual general meeting.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial
Standards on General Meeting ('SS-2') are given in the Notice of this AGM, forming part of the Annual
Report.

c) Independent Directors

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Madan Pendse, Mr. Vikas Jaywant,
Mr. Nikunj Mishra, Mr. Mohan Rao & Mrs. Venkata Archana Rajagopalan are the Independent Directors
of the Company as on 31st March 2026.

Also Note:

• Mr. Shanmugam Nagarajan Appointed as Additional Director - Non Executive Independent Director
for a term of three (3) years w.e.f August 10, 2026, not liable to retire by rotation subject to the
approval of shareholders of the Company in general meeting.

• Mr. Madan Gopal Pendse (DIN: 07650301), have completed their Second term as an Independent
Directors of the Company and accordingly, ceased to be the Director of the Company with effect from
the close of business hours on July 10, 2026

• Mr. Mohan Rao (DIN: 02592294), have completed their Second term as an Independent Directors of
the Company and accordingly, ceased to be the Director of the Company with effect from the close of
business hours of May 29, 2026.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the
Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with
Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the
Code of Conduct of the Company as applicable to the Board of directors and Senior Managers.In terms
of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgement and
without any external influence. The Company has received confirmation from all the Independent
Directors of their registration on the Independent Directors Database maintained by the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience
and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the
Rules made thereunder and are independent of the management.

Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP) of the Company, at present, comprises of Managing Director,
Chairman & Executive Director, Chief Financial officer and Company Secretary.

The details are as below: -

17. BOARD MEETINGS:

The Board met Four (4) times during the financial year 2025-26 viz 27.05.2025; 12.08.2025; 03.11.2025;
11.02.2026. The necessary quorum was present for all the board meetings. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013. The meeting details are provided in the
Corporate Governance Report, forming part of this Annual Report.

18. BOARD AND SUB-COMMITTEES:

As on March 31,2026, the following are committees:

• Audit Committee,

• Nomination and Remuneration Committee,

• Stakeholders' Relationship Committee,

• Corporate Social Responsibility Committee

• Risk Management Committee and

• General purpose Committee.

Detail report on composition of Committees, term of reference of the committee, number of meetings held during
the year and the changes in the composition during the year are provided in Corporate Governance Report
forming part of this Annual Report.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has conducted familiarization programmes for the Independent Directors of the Company covering
the matters as specified in Regulation 25(7) of the Listing Regulations. The details of the Familiarization Programme
undertaken by the Company during the FY 2025-26 is mentioned in the Corporate Governance Report which is part
of this Annual Report and is also available on the website of the Company at:
https://www.marineelectricals.com/disclosure-reports/

20. PARTICULARS OF REMUNERATION

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule
5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure B to this Report.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the
Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence
as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued there under,
as well as SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

22. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of
the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key
Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the
mechanism for performance evaluation of the Directors and the said Policy was amended from time to time and may
be accessed on the Company's website at the following link at
https://www.marineelectricals.com/images/policies/Nomination-n-Remuneration.pdf

23. ANNUAL EVALUATION AND PERFORMANCE OF THE BOARD:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in
accordance with the provisions of the Act and the SEBI Listing Regulations. The Board evaluated its performance
after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of 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 a separate meeting of independent directors held on 23rd March 2026 and 31st March, 2026 the performance of
Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman
of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The
Board also assessed the quality, quantity and timeliness of flow of information between the Company management
and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above
evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was
done by the entire Board, excluding the Independent Director being evaluated.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section 5 of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2026 the applicable
accounting standards had been followed along with proper explanation relating to material departures.

b) the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company
as on 31st March, 2026 and of the profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.

d) the directors had prepared the annual accounts for Financial Year ended 31st March, 2026 on a going concern
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, the details in respect of adequacy of internal financial controls
with reference to the Financial Statements, have been mentioned subsequently in this report.

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.

25. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the Listing Regulations, a certificate has been received from JNG & CO. LLP, Practicing
Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as
Director. The same is annexed herewith as Annexure C.

26. RELATED PARTY TRANSACTIONS:

The related party transactions that were entered into by the Company during the financial year 2025-26, were on
arm's length basis. Further, no material related party transactions were entered into by the Company during the
financial year 2025-26. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2
is given in Annexure D forming part of this Report.

There have been no materially significant related party transactions entered into by the Company which may
conflict with the interests of the Company at large.

The details of the transaction with related parties during FY 2025-26 are provided in the accompanying financial
statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved
by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company
and can be accessed through the following link:https://www.marineelectricals.com/images/policies/Policy-on-
Materialitv-of-Related-Partv-Transaction-and-Dealing-with-Related-Parties.pdf.

27. RISK MANAGEMENT:

The Company has formed Risk Management Committee and also laid down the procedures to inform the Board
about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to
ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the
Company's business and document their process of risk identification, risk minimization, risk optimization as a part
of a risk management policy strategy. At present there is no identifiable risk which, in the opinion of the Board may
threaten the existence of the Company. The details of composition and terms of reference and meetings of the Risk
Management Committee are provided in Corporate Governance Report forming part of this Annual Report

Policy relating to Risk Management can be accessed on company's website viz:

https://www.marineelectricals.com/images/policies/Risk-Management-Policy-under-New-Companies-Act-

GIL.pdf

28. VIGIL MECHANISM:

- Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the
potential risk of fraud, corruption and unethical behavior that could adversely impact the Company's business
operations, performance and reputation, Marine Electricals (India) Limited has emphasized even more on
addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in
compliance with the provisions of Section 177(10) of the Act and Listing Regulations, is in place. The details of the
Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the
Company at https://www.marineelectricals.com/images/policies/Vigil-Mechanism-Policy.pdf

During the year, no personnel of the Company was denied access to the Audit Committee and no complaints were
received.

-Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company
has adopted a Revised Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the
Company's Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their
relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the “unpublished price sensitive information” are available with them.

The Insider Code also requires pre-clearance for dealing in the Company's shares and prohibits dealing in
Company's 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
policy on Code of Conduct for Prevention of Insider Trading Regulations, 2015 is available on the website of the
Company at: https://www.marineelectricals.com/images/policies/Policy-on-Code-of-Conduct-for-Prevention-of-
Insider-Trading.pdf

29. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with Section 133 and other applicable provisions,
if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and
uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and
estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and
policies adopted by the Company for efficient conduct of its business, adherence to Company's policies,
safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of
reliable financial information etc. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Control

As per Section 134(5)(e) of the Companies Act, 2013, Internal Financial Control means the policies and
procedures adopted by the Company for ensuring:

- accuracy and completeness of the accounting records

- safeguarding of its assets, prevention and detection of fraud and error

- orderly and efficient conduct of business operations including adherence to the company's policies

- timely preparation of reliable financial information

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, including audit of internal financial
controls over financial reporting, and the reviews performed by management and the Audit Committee, the Board
is of the opinion that the Company's internal financial controls was adequate and operating effectively as on March
31,2026. During the year under review, no material or serious observation has been observed for inefficiency or
inadequacy of such controls.

30. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and
outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is
appended as Annexure E to this Report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

During the reporting period, your Company has not granted any Loans, Guarantees, Investments and Security in
violation of Section 186 and Section 185 of the Companies Act, 2013 and rules made thereunder. The details of
loans granted, and investments made during the year under review, covered under the provisions of Section 186 of
the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.

32. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Returns of the Company as on March 31, 2026
prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the
weblink: https://www.marineelectricals.com/annual-report.html

33. AUDITORS AND REPORTS:A. Statutory Auditors

The statutory auditor Saini Pati Shah & Co LLP (Formerly known as SGJ & Co), Chartered Accountants
registered with the Institute of Chartered Accountants of India vide registration number 137904W / W100622
were reappointed as Statutory Auditors for a period of 5 years in the AGM held on 26th September 2023.

The auditor's report includes an Emphasis of Matter section for certain matters, which are self-explanatory in
nature.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the
Company, in audit report for the financial year ended 31st March, 2026.

B. Internal Auditor

The Board of Directors at its meeting held on 27th May, 2026 had appointed IRA & Associates (Formerly
known as SMSD & Co), Chartered Accountants as Internal Auditor for Financial Year 2026-27. The audit
observations placed in the Internal Audit Report by the Internal Auditors were duly noted by the management
and corrective actions thereon are periodically presented to the Audit Committee and Board of Directors of
the Company. The Board of Directors in its Board Meeting held on 27th May, 2026 based on the
recommendation of the Audit Committee re-appointed IRA & Associates, Chartered Accountants (formerly
known as M/s. SMSD & Co, Chartered Accountants) to carry out the Internal Audit of the Company for the
Financial Year 2026-27.

C. Secretarial Auditor

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with
its Board's Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

Further, In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and
applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for
a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of
Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other
applicable provisions of the SEBI Listing Regulations.

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable
provisions, if any, the The Secretarial auditor M/s. R. Bhandari & Co., Practicing Company Secretaries in
Whole-time Practice registered with the Institute of Company Secretaries of India were appointed as
Secretarial Auditors for a period of 5 years in the AGM held on 29th September 2025.

The Secretarial Audit Report for the financial year ended 31st March, 2026 are annexed as Annexure F to this
Report. As per the report, Company has complied with all the provisions of the Act, Rules, Regulations,
Guidelines, Standards during the financial year 2025-26 and the Secretarial Audit Report does not contain
any qualifications, reservations, adverse remarks and disclaimer.

D. Cost Auditor

The Board of Directors, on the recommendation made by the Audit Committee, appointed Joshi Apte &
Associates, as the Cost Auditors of the Company to conduct the audit of cost records of applicable products
for the financial year 2026-27 at a remuneration of ? 1,25,000 plus applicable taxes and reimbursement of
out-of-pocket expenses at actuals. Joshi Apte & Associates, being eligible, have consented to act as the Cost
Auditors of the Company for the financial year 2026-27 and have confirmed that they are not disqualified from
being appointed.

The resolution for ratification of the proposed remuneration payable to Joshi Apte & Associates to audit the
cost records of the Company for the financial year ending 31st March 2027, is being placed for the approval of
the shareholders of the Company at the ensuing 19th Annual General Meeting.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No significant and material orders have been passed by any regulator or courts or tribunals which shall impact the
going concern status and operations of your Company in future. There are few matters that were kept as matter of
emphasis and it is self-explanatory in the auditor's report itself and hence no further comment is invited.

Further as required there are legal matters which required stock exchange disclosure based on materiality is
already disclose to the stock exchange and some matters are also disclose as matter of emphasis and it is self
explanatory as mentioned in the auditors report.

35. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year under review are set out in Annexure G of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Members are hereby infomed that the company has incorporated a wholly owned subsidiary of Marine
Electricals (India) Limited, named “Premalata Foundation”, a public limited company limited by shares
under section 8 of the companies Act 2013 w.e.f 27th October 2025.The CSR policy is available on
company's website viz:

https://www.marineelectricals.com/imaees/policies/Corporate-Social-Responsibilitv-Policv-CSR.pdf.

The CSR obligation of the Company for FY 2025-2026 is Rs. 77.76/- lakhs. As on 31st March 2026, the total
amount spent on CSR activities by Company is Rs. 80.80 lakhs.

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in
the manner approved by the Board for Fy2026.

36. REPORTING OF FRAUDS:

There is no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

37. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:

The Company has not accepted any deposits from public during the year under review, and as such, no amount of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.

38. HUMAN RESOURCES:

The industrial relations at the manufacturing facilities of your Company have been cordial during the year.
Employees are considered to be team members being one of the most critical resources in the business which
maximize the effectiveness of the organization. Human resources build the enterprise and the sense of belonging
would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices
and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby
enhancing the contributory value of the Human Resources.

39. EMPLOYEES STOCK OPTION SCHEME:

Your company has not granted any Employee Stock Options during the year under review.

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

The Company has devised a sound Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013 with the proper
composition of members. The policy on Policy on Prevention of Sexual Harassment At Workplace is available on
the website of the Company https://www.marineelectricals.com/images/policies/Sexual-Harrassment-Policy.pdf

The Company is committed to provide a safe and conducive work environment to its employees. Your Directors
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.

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints
during the year.

41. DISCLOSURE IN ACCORDANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

In accordance with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, the
Company is committed to providing all benefits and protection as mandated under the Act to its eligible women
employees.

The Company has adopted policies to ensure that all eligible women employees are granted maternity leave and
other related benefits as per the statutory provisions. The Company also strives to provide a safe, supportive and
inclusive work environment for women employees during and after their maternity period.

During the year under review, the Company has complied with all applicable provisions of the Maternity Benefit
Act, 1961. No complaints or concerns relating to maternity benefit non-compliance were reported during the
financial year.

The Board of Directors remains committed to upholding the rights and welfare of its women employees in
compliance with the applicable laws and best practices.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.

There was no application made against the company or no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.

43. COMPLIANCE OF THE SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively.

44. INVESTOR EDUCATION AND PROTECTION FUND

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013,
dividends that remain unpaid/unclaimed for a period of seven years, needs to be transferred to the account
administered by the Central Government viz: “Investor Education and Protection Fund”.

During the year there were no transfers to IEPF.

45. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the SEBI (Listing Regulations) LODR, 2015 and amendments
thereto the Business Responsibility & Sustainability Report forms part of this Annual Report
and the same is also available on the Company's website at https://www.marineelectricals.com/

46. ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and
other business constituents during the year under review. 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 the successful
performance of the Company during the year.

On behalf of the board of directorsSd/- Sd/-Mr. Vinay K. Uchil Mr. Venkatesh K. UchilChairman and Executive Director Managing DirectorDIN: 01276871 DIN: 01282671Date: 14^th August, 2026
Place: Mumbai

1

Previous year/period ended figures have been regrouped/rearranged/reclassified wherever necessary to make it
comparable.

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS
Operating Results and Profits

The commitment of the Company to cater to the aspirations of its valued customers, sustained efforts in creating
the right teams and culture and embedding innovation, technology and sustainability at the core of its business has
resulted in your Company achieving an improved financial performance through better volumes, improved product
mix and cost savings.

Standalone: The standalone revenue of your Company for the year is Rs. 74,693.71 Lakhs as against Rs.
70,058.40 Lakhs in the previous financial year. Total exports revenue was Rs.4,761.45 Lakhs as against. Rs.
8,101.15 Lakhs in the previous year.

The standalone net profit for the year increased by 28.88% to Rs.5,287.03 Lakhs as against Rs. 4,102.34 Lakhs in
the previous financial year.

Consolidated: Consolidated: The Consolidated revenue of your Company for the year is Rs. 87,693.51 as
against Rs. 76,709.53 Lakhs in the previous financial year. The Consolidated net profit for the year is Rs. 5,861.91
as against Rs. 3,811.25 Lakhs in previous year.

3. FINANCE AND CREDIT RATINGS:

The ratings factor in the Company's healthy order book position which provides adequate revenue visibility in the
near term. The ratings continue to draw comfort from company's established position and track record of providing
integrated electrical solutions to the marine and industry sectors. The Company has maintained sufficient liquidity
at all times.