The Directors present this Annual Report of Coastal Corporation Limited along with the audited financial statements for thefinancial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred towherever required.
(STANDALONE)
(CONSOLIDATED)
Particulars
Year Ended31.03.2025
Year Ended31.03.2024
Revenue from Operations
61299.88
42336.06
62821.87
43555.70
Other Income
1047.73
687.90
1110.53
708.56
Total Income
62347.61
43023.96
63932.40
44264.26
Profit before Taxation
1027.88
1156.89
751.14
792.85
Current Tax
200.00
195.00
214.88
195.82
Tax relating to earlier years
(8.06)
10.05
97.00
10.21
Deferred Tax Credit/(Charge)
96.83
134.44
(8.91)
134.64
Profit After Tax (PAT)
739.98
817.40
448.17
452.18
Total Other Comprehensive Income/Loss net of tax
29.51
61.07
16.88
69.53
Total Other Comprehensive Income for the year netof tax
769.49
878.47
465.05
521.71
On a consolidated basis, the Company's total revenue forFY 2025 was Rs. 62821.87 Lakhs as compared to theprevious year revenue of Rs. 43555.70 Lakhs. The profitafter tax (PAT) attributable to shareholders and non¬controlling interests for FY 2025 and FY 2023 was Rs. 465.05Lakhs and Rs. 521.71 Lakhs, respectively.
On a Standalone basis, the Company's total revenue forFY 2025 was Rs. 61299.88 Lakhs as compared to theprevious year revenue of Rs. 42336.06 Lakhs. The profitafter tax (PAT) attributable to shareholders and non¬controlling interests for FY 2025 and FY 2024 was Rs. 769.49Lakhs and Rs. 878.47 Lakhs, respectively.
The standalone and consolidated financial statements ofthe Company for the financial year ended March 31, 2025,have been prepared in accordance with the IndianAccounting Standards (Ind AS) as notified by the Ministryof Corporate Affairs and as amended from time to time.
As on 31st March, 2025 the authorized capital of theCompany is Rs. 25,00,00,000/- (Rupees Twenty-Five croresonly) divided into 12,50,00,000 (Twelve crores fifty lakhs)equity shares of Rs. 2/-each.
The paid-up capital of the Company as on 31st March 2025stands at Rs. 13,39,54,460/-divided into 6,69,77,230 fullypaid-up equity shares (Rs. 2/- per share).
During the year the Company had forfeited 1,13,154 equity
shares vide its Board Resolution dated 27.05.2024 onaccount of non-payment of call monies.
During the reporting period, the sub-division/split of 1equity share of face value Rs. 10/- each, fully paid-up, into5 equity shares of face value Rs. 2/- each, fully paid-up,was completed. The record date for this was 4thMarch,2025.
The Company has voluntarily formulated a DividendDistribution Policy which has been duly approved by theBoard of Directors and is available on the Company'swebsite at: www.coastalcorp.co.in
The Board of Directors of the Company at their meetingheld on the 29th day of May, 2025 recommended aDividend of Rs.0.22/- i.e.,11% on the nominal value ofEquity Share of Rs. 2/- each which shall be declared subjectto the shareholders' approval at this Annual GeneralMeeting. The dividend will be paid to all the eligibleshareholders as on the record date. As per the amendedIncome Tax Act, 1961, no dividend distribution tax ispayable by the Company. Hence the dividend was taxablein the hands of the shareholders subject to tax deductionat source at the applicable rates. The dividendrecommended is in accordance with the principles andcriteria as set out in the dividend distribution policy.
The Company has not transferred any amount to thereserves during the current financial year.
There were no Options granted or vested or any sharesissued on vesting during the year under the CCL ESOPScheme - 2021("CCL Scheme - 2021").
On March 31, 2025, the Company has the following threewholly owned subsidiaries:
I) Continental Fisheries India Limited
II) Seacrest Seafoods Inc.
III) Coastal Biotech Private Limited
There has been no material change in the nature of thebusiness of the subsidiaries. There are no associates orjoint venture companies within the meaning of Section2(6) of the Companies Act, 2013 ("Act").
Pursuant to Section 129(3) of the Companies Act, 2013, aseparate statement containing salient features of thefinancial statement of both the subsidiaries of theCompany is annexed in the format of AOC-1 as Annexure- 1 to the Financial Statements of the Company.
The accounts of the above subsidiaries have beenconsidered in the consolidated financial results of theCompany. The Annual Audited Financial Statements ofeach of the subsidiary companies are placed on theCompany's website.
All contracts / arrangements / transactions entered by theCompany during FY 2024-25 with related parties were onan arm's length basis and in the ordinary course of businessand approved by the Audit Committee. Certaintransactions, which were repetitive in nature, wereapproved through omnibus route.
Particulars of contracts or arrangements with relatedparties referred to in Section 188(1) of the Companies Act,2013, in the prescribed Form AOC-2, is appended asAnnexure - 2 to this report.
These have been discussed in detail in the Notes to theFinancial Statements in this Annual Report.
The Company has not accepted any deposit from thepublic falling within the ambit of Section 73 of theCompanies Act, 2013 and the Companies (Acceptance ofDeposits) Rules, 2014.
At the 43rd Annual General Meeting held on September27, 2024, the Members approved the appointment ofM/s. Brahmayya & Co., Chartered Accountants,Visakhapatnam (Registration No. 000513S) to hold officefrom the conclusion of the 43rd Annual General Meetinguntil the conclusion of the 48th Annual General Meeting ofthe Company to be held in the year 2029. The StatutoryAuditors were present in the last AGM.
There is a qualification made by the Statutory Auditors intheir report on the Financial Statements of the Companyfor the Financial Year ended March 31, 2025.
Attention is invited to Note No. 39 to the accompanyingInd AS financial statements, regarding non-provision ofimpairment loss allowance on investment made in "M/s.Seacrest Seafoods Inc.," a wholly owned foreign subsidiarycompany, amounting to Rs 3023.13 lakhs as on 31.03.2025,as in the opinion of the Board of Directors the saidinvestment does not suffer any impairment loss, as thecompany has accepted a request for extension of time by12 months as per letter dated 15th March 2025 written by"M/s. Seacrest Seafoods Inc.," to "buy-back" its shares atpar. We are unable to express an opinion on the saidmatter.
Boards / Management Explanation:
As per the Indian laws the company M/s CoastalCorporation Limited has to create provision for impairmentfor the loss on investment of shares when the value of theinvestment had become negative in the investee co. Thepresent investment in wholly owned subsidiary M/sSeacrest Seafood is negative thereby we have to provideimpairment loss in M/s Coastal Corporation Limited, butin the present case the company has accepted the requestfor extension of time by 12 months to buy back the sharesby subsidiary at par value. which is a matter of no loss forM/s Coastal Corporation Limited. Hence, we were of theopinion not to provide impairment loss in the books ofaccounts as explained above.
The company has updated the statement of impact onaudit qualification as per the Regulation 33 of the SEBI(LODR) Regulations, 2015. The same can be viewed at thewebsite of the company and the stock exchanges.
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, theCompany has appointed Mr. A.V.V.S.S.Ch.B. Sekhar BabuSekhar Babu, Practicing Company Secretary,Visakhapatnam to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewithas Annexure-3 to this report. The same does not containany adverse remarks. The Company has appointed Mr.A.V.V.S.S.Ch.B. Sekhar Babu, Practicing Company Secretary,Visakhapatnam as the Secretarial Auditor for the FinancialYear 2024-25.
The Board of Directors recommended the appointmentof Mr. A.V.V.S.S.Ch.B. Sekhar Babu, Practicing CompanySecretary, Visakhapatnam as the Secretarial Auditor of theCompany pursuant to Section 204(1) of the CompaniesAct 2013, Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 andas per the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) (ThirdAmendment) Regulations, 2024;revised Regulation 24A,for a term of 5 (five) years to hold office from theconclusion of the ensuing AGM till the conclusion of 49thAGM of the Company to be held in the year 2030, subjectto approval by the Members at the ensuing AGM. TheBoard recommends to seek consent of its members at theensuing AGM on appointment of Mr. A.V.V.S.S.Ch.B. Sekhar
Babu, Practicing Company Secretary, Visakhapatnam fortenure of 5 (five) years, to examine and audit the Secretarialrecords of the Company during the said period.
As per regulation 24(1) of SEBI Listing Regulations, theCompany is required to annex the secretarial audit reportof its material unlisted subsidiary to its Annual Report.Coastal Biotech Private Limited (CBPL) have been identifiedas Material Unlisted Subsidiary of the Company for FY2024-25 and accordingly the Company is annexing theSecretarial Audit Report of CBPL as Annexure-3A.
The Company has Complied with the applicable SecretarialStandards (as amended from time to time) on meetingsof the Board of Directors issued by The Institute ofCompany Secretaries of India and approved by CentralGovernment under section 118(10) of the Companies Act,
2013.
The Board of Directors based on the recommendations ofthe Audit Committee have appointed M/s. Jaya & Lakshmi,Chartered Accountants, Visakhapatnam for the financialyear 2025-26. who has to act in an independent mannerand also responsible for regulatory and legal requirementsrelating to operational processes and internal systems.They report directly to the Board of Directors.
The Company has been availing Packing Credit limits andTerm Loan and other facilities from Bank of India, UnionBank of India, DBS Bank and HDFC Bank Visakhapatnam.
13. PARTICULARS REGARDING ENERGY CONSERVATION,TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy, technologyabsorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of The Companies (Accounts) Rules,
2014, is annexed herewith as Annexure-4 to this report.
Pursuant to the provisions of Regulation 34(2) of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 a report on Management Discussion &Analysis is herewith annexed as Annexure-5 to this report.
As per Regulation 34 of the Listing Regulations, a separateReport on corporate governance practices followed byyour Company, along with a certificate from PracticingCompany Secretary, on compliance with corporategovernance norms under the Listing Regulations, formspart of this Annual Report as Annexure - 6, 7 & 8.
The brief outline of the Corporate Social Responsibility(CSR) Policy of the Company and the initiatives undertakenby the Company on CSR activities during the year are setout in Annexure-9 of this Report. The policy is availableon Company's website at www.coastalcorp.co.in.
Pursuant to Section 92(3) of the Act and Rule 12 of theCompanies (Management and Administration) Rules, 2014,the Annual Return for FY25 is uploaded on the website ofthe Company and the same is available onwww.coastalcorp.co.in.
The below mentioned Directors will be appointed/re-appointed in terms of applicable provisions of CompaniesAct, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 at the 44th Annual GeneralMeeting to be held on September 26th 2025:
(i) Mrs. Jeeja Valsaraj who was liable to retire by rotationshall be re-appointed.
(ii) Mr. Thottoli Valsaraj, will be re-appointed subject tothe approval of shareholders at this Annual GeneralMeeting.
(iii) Mr. Vasantharao Satya Venkatarao, who wasappointed as an Additional Director at the BoardMeeting held on 14th August 2025, is being appointedas a Director with the consent of the shareholders atthis Annual General Meeting.
Mr M. V.Suryanarayana (DIN:00372812), a Non-ExecutiveIndependent Director, will cease to be a Director of theCompany with effect from 28th September, 2025, uponcompletion of his two consecutive terms of 5 years eachas per the applicable provisions under the Companies Act,2013 and SEBI Regulations.
The Board places on record its sincere appreciation forhis contributions and extends gratitude to Mr. M. V.Suryanarayana for his invaluable service as a Director onthe Board. His insightful contributions have played apivotal role in steering the Company's strategic directionand fostering growth.
Appointments/Re-appointments at this AnnualGeneral Meeting
In accordance with the provisions of Section 152 of theCompanies Act, 2013, Mrs. Jeeja Valsaraj, Director of theCompany retires by rotation and being eligible, has offeredherself for re appointment.
As per the requirements of Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015 (as amended) and Clause 1.2.5 of the SecretarialStandard 2 (Revised) as issued by the Institute of CompanySecretaries of India, a statement containing the requisitedetails of re-appointment is given below:
(i) Mrs. Jeeja Valsaraj (01064411) and Mr. Valsaraj Thottoli (00057558):
Details
Name
Mrs. Jeeja Valsaraj
Mr. Valsaraj Thottoli
Date of Birth
01-02-1964
31-07-1954
Age
61 years
71 years
Relationships withDirectors inter-se
Mrs. Jeeja Valsaraj is the wife of of theManaging Director, Mr. Valsaraj Thottoli
Mrs. Jeeja Valsaraj is the wife of of the ManagingDirector, Mr. Valsaraj Thottoli
Profile
Mrs. Jeeja Valsaraj, aged 61 years is the Non¬Executive Director of our Company. She is thewife of the Managing Director, Mr. ValsarajThottoli. She has completed her post graduatediploma in Management and FashionTechnology. She is associated with ourCompany for 21 years. She has interest andexperience in the varied areas ofAdministration, Social responsibility service,Fashion Technology, etc. She was appointedas an additional Non-Executive Director onOctober 01, 2004 and regularized as Non¬Executive Director in Annual General Meetingheld on September 30, 2005.
Mr. Valsaraj Thottoli, is one of the two promotersof the Company, where he serves as ManagingDirector and Vice Chairman. With over fourdecades of extensive global experience in theexport business of marine products and othermerchandise, he has a strong track record indriving, executing, and managing businessturnarounds. Mr. Thottoli is responsible forsetting and evolving the strategic direction of theCompany and its portfolio, while nurturing arobust leadership team to ensure effectiveexecution. He oversees the overall managementand operations of the Company and itssubsidiaries, playing a pivotal role in developinggrowth strategies. He was promoter and directorin the company from the beginning and was lastre-appointed as Managing Director in AnnualGeneral Meeting held on September 29, 2020.
Qualification
Post Graduate in Management & FashionTechnology
Bachelor of Technology in Chemical Engineeringand Chemical Technology from AndhraUniversity.
Experience &Expertise inspecific functionarea
21 years
44 years
Remuneration lastdrawn by suchperson
Kindly refer to the Corporate GovernanceReport.
Kindly refer to the Corporate Governance Report.
Membership/Chairmanship ofcommittees of theBoard of Directorsof the Company
She is the Member of Audit Committee,Stakeholders Relationship Committee,Corporate Social Responsibility Committee andNomination & Remuneration Committee ofthe Company.
She is the chairperson of Corporate SocialResponsibility Committee and StakeholdersRelationship Committee
Nil
Other
Directorships andMembership ofother Boards
He is a director in other 3 companies.
Shareholding
21,82,830 Fully Paid-Up Equity Shares
81,50,760 Fully Paid-Up Equity Shares
Pecuniaryrelationshipdirectly orindirectly with theCompany, orrelationship withthe ManagerialPersonnel, if any
Mrs Jeeja Valsaraj is not directly/indirectlyrelated to any other Director and/or KeyManagerial Personnel of the Company exceptwith Mr. T. Valsaraj.
Mr. T. Valsaraj is not directly/indirectly related toany other Director and/or Key ManagerialPersonnel of the Company except with Mrs JeejaValsaraj.
Mr. K. Venkateswara Rao (DIN: 01678973), a Non¬Executive Independent Director, ceased to be aDirector of the Company with effect from 30th August,2024, upon completion of his two consecutive termsas per the applicable provisions under the CompaniesAct, 2013 and SEBI Regulations.
In terms of Section 203 of the Act, the Key ManagerialPersonnel (KMPs) of the Company during FY 2024¬25 are:
• Mr. Valsaraj Thottli, Managing Director
• Mr. G.V.V. Satyanarayana, Chief Financial Officer,Whole time Director designated as Director-Finance
• Ms. Swaroopa Meruva, Company Secretary
There was no resignation and removal of any KeyManagerial Personnel during the year.
A brief profile of the Directors of the Company isannexed herewith as Annexure-10 to this report
19. PARTICULARS OF EMPLOYEES AS PER SECTION197(12) UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES, 2014
Disclosure pertaining to remuneration and other detailsas required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 isannexed to the Report as Annexure-11
Statement containing particulars of top 10 employees andthe employees drawing remuneration in excess of limitsprescribed under Section 197 (12) of the Act read withRule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 isprovided in the Annexure forming part of this report.
20. DIRECTORS' RESPONSIBILITY STATEMENT ASREQUIRED UNDER SECTION 134 (3) (c) OF THECOMPANIES ACT, 2013
Pursuant to Section 134 (5) of the Companies Act, 2013,your Directors confirm that to the best of their knowledgeand ability confirm that:
(a) In the preparation of the annual accounts, theapplicable accounting standards have been followedalong with proper explanation relating to materialdepartures;
(b) They have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of thecompany at the end of the financial year and of theprofit and loss of the company for that period;
(c) They have taken proper and sufficient care towardsthe maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safe guarding the assets of the company andfor preventing and detecting fraud and otherirregularities;
(d) They have prepared the annual accounts for thefinancial year 2024-25 on a going concern basis;
(e) They have laid down internal financial controls to befollowed by the Company and such internal financialcontrols are adequate and are operating effectively;and
(f) They have devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate and operatingeffectively.
Based on the framework of internal financial controls andcompliance systems established and maintained by theCompany, the work performed by the internal, statutoryand secretarial auditors and external consultants, includingthe audit of internal financial controls over financialreporting by the statutory auditors and the reviewsperformed by management and the relevant boardcommittees, including the audit committee, the Board isof the opinion that the Company's internal financialcontrols were adequate and effective during FY 2024-25.
There are no significant material orders passed by theRegulators or Courts or Tribunal, which would impact thegoing concern status of the Company and its futureoperation.
During the year under review, there is no change in natureof the business of the Company. There were no materialchanges and commitments affecting the financial positionof the Company that have occurred between the end ofthe financial year to which the financial statements relateand the date of this report unless otherwise stated in thereport.
The Company believes in the conduct of the affairs of itsconstituents in a fair and transparent manner by adoptingthe highest standards of professionalism, honesty, integrityand ethical behaviour. Pursuant to Section 177(9) of theAct, a vigil mechanism was established for directors andemployees to report concerns about unethical behavior,actual or suspected fraud, or violation of the Company'sCode of Conduct and Ethics. The policy is posted on thewebsite of the Company www.coastalcorp.co.in
The Board oversees Company's processes for determiningrisk tolerance and review management's action andcomparison of overall risk tolerance to established levels.The framework is designed to enable risks to be identified,assessed and mitigated appropriately. Major risksidentified by the businesses and functions aresystematically addressed through appropriate actions ona continuous basis.
25. POLICY ON DIRECTORS APPOINTMENTS ANDREMUNERATION, INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS, POSITIVEATTRIBUTES, ETC.
The Company's policy (salient features) on Directorsremuneration and other matters provided in Section 178(3)of the Companies Act, 2013 has been briefly disclosedhereunder and in the Report on Corporate Governance,which is a part of this Report.
Selection and procedure for nomination andappointment of Directors
The NRC is responsible for developing competencyrequirements for the Board based on the industry andstrategy of the Company. The Board composition analysisreflects in-depth understanding of the Company, includingits strategies, environment, operations, financial conditionand compliance requirements.
The NRC conducts a gap analysis to refresh the Board ona periodic basis, including each time a Director'sappointment or re- appointment is required. The NRCreviews and vets the profiles of potential candidates vis¬a-vis the required competencies, undertakes due diligenceand meeting potential candidates, prior to makingrecommendations of their nomination to the Board.
Criteria for determining qualifications, positiveattributes and independence of a Director
In terms of the provisions of Section 178(3) of the Act,and Regulation 19 of the SEBI Listing Regulations, the NRChas formulated the criteria for determining qualifications,positive attributes and independence of Directors, the keyfeatures of which are as follows:
• Qualifications - The Board nomination processencourages diversity of thought, experience,knowledge, age and gender. It also ensures that theBoard has an appropriate blend of functional andindustry expertise.
• Positive Attributes - Apart from the duties of Directorsas prescribed in the Act the Directors are expected todemonstrate high standards of ethical behaviour,communication skills and independent judgment. TheDirectors are also expected to abide by the respectiveCode of Conduct as applicable to them.
Independence - A Director will be considered independentif he/she meets the criteria laid down in Section 149(6) ofthe Act, the Rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid toDirectors, KMPs and employees is as per the RemunerationPolicy of the Company.
26. PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS PURSUANT TO SECTION 186 OF THECOMPANIES ACT, 2013
Pursuant to Section 186 of the Companies Act, 2013 andSchedule V of the Listing Regulations, disclosure onparticulars relating to Loans, Advances, Guarantees andInvestments are provided as part of the financialstatements.
27. ANNUAL EVALUATION OF BOARD PERFORMANCEAND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
The annual evaluation process of the Board of Directors,Individual Directors and Committees was conducted inaccordance with the provisions of the Act and the SEBIListing Regulations.
Your Company strongly supports the rights of all itsemployees to work in an environment free from all formsof harassment. The Company has zero tolerance for sexualharassment at Workplace. Internal Complaints Committee('ICC') is in place for all works and offices of the Companyto redress complaints received regarding sexualharassment. During the year there were no cases filedpursuant to the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act,2013.
The details in respect of internal financial control and theiradequacy are included in the Management Discussion andAnalysis, which is a part of this report.
Six (6) meetings of the board were held during the year.Details of composition, terms of reference and number ofmeetings held in FY2024-25 for the aforementionedCommittees are given in the Report on CorporateGovernance, which forms a part of this Report. Further,during the year under review, all recommendations madeby the various Committees have been accepted by theBoard.
The details pertaining to the composition of theCommittees and its Meetings are included in the CorporateGovernance Report, which is a part of this report.
The Company has received necessary declarations fromall Independent Directors of the Company in accordancewith the provisions of Section 149(7) of the CompaniesAct, 2013 confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of theCompanies Act, 2013.
There was no application made or proceeding pendingagainst the Company under the Insolvency and BankruptcyCode, 2016 (31 of 2016) during the year under review.
The Company has not made any one-time settlement forloans taken from the Banks or Financial Institutions, andhence the details of difference between amount of thevaluation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended allstatutory benefits to eligible women employees during the year.
The Directors wish to convey their appreciation to all of the Company's employees for their contribution towardstheCompany's performance. The Directors would also like to thank the members, employee unions, customers, dealers,suppliers, bankers, governments and all other business associates for their continuous support to the Company andtheirconfidence in its management.
For and of behalf of the Board of
Place : Visakhapatnam Managing Director Director - Finance
Date : 14.08.2025 DIN: 00057558 DIN: 00187006