To,

The Members of Zeal Aqua Limited

I am feeling delighted to share with you our Company’s 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. India’s 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 Company’s financial performance for the year ended on 31^st March, 2018 is summarized below:

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 Company”s 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 Company”s performance is included in the “Management”s Discussion and Analysis” 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 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.

The Policy of the Company on Directors’ 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 Company’s 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

‘Independence’ 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) Stakeholders’ 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 Board’s 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^th June, 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 Board’s functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company’s longterm strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board’s 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 arm’s 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 Directors’ 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.

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.

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 Directors’ 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the “Directors’ Responsibility Statement” 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, 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

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.

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 Director’s Report.

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.

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

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 Company’s 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 Company’s website. The web link is http://www.zealaqua.com/policy.php

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

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

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s 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 Company’s 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 Management’s 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 Company’s internal financial controls were adequate and effective during the financial year 2017-18.

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 IX.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your company adopted policy of “Prevention of Sexual Harassment of Women at Workplace”. 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 director’s 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.

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.

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 Company’s 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

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.

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.

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.

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)