Dolphin Offshore Enterprises India Ltd Directors Report

*Beluga International DMCC changed its company name suffix from DMCC to FZCO with effect from 29th June, 2026. Accordingly, the company name has been changed from Beluga International DMCC to Beluga International FZCO

DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

SHARE CAPITAL

As on 31st March, 2026, the authorized share capital of the Company consisted of 25,00,00,000 (Twenty-Five Crores) Equity Shares of Rs. 1/- (Rupees One Only) each, and the paid-up equity share capital consisted of 4,00,04,580 (Four Crores Four Thousand Five Hundred Eighty) equity shares of Rs. 1/- each.

During FY 2025-26, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares or shares with differential voting rights not have made any provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

RESTRUCTURING AND ACQUISITIONS

During FY 2025-26, your Company has undertaken restructuring activities, as follows.:

^ During the year, the Company, incorporated Beluga International (IFSC) Private Limited on 09th March 2026, as its Wholly Owned Subsidiary, in GIFT City, Gandhinagar, Gujarat, to undertake the business of ship leasing. The approval of IFSC is still pending and the Company is still in the process of opening the subsidiary Companys bank account accordingly the paid-up capital has not yet been infused.

No acquisition, merger, amalgamation, or divestment was undertaken by the Company during the year.

DIVIDEND

In light of the Companys planned capital expenditures, the Board of Directors has decided to retain the current years profits to support future growth initiatives. Accordingly, no dividend has been recommended on the equity shares of the Company for the financial year.

RESERVES

During the year, five (5) meetings of the Board of Directors were held, as required under the Companies Act, 2013. The details of the number of Board meetings held and attendance of Directors are provided in the Corporate Governance Report, which forms integral part of this Report.

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

^ Mr. Christopher Rodricks, Non-Executive Independent Director has resigned from the Board of the Company with effect from 23rd April, 2025, due to his health issues. Further, he has in his resignation e-mail confirmed that, there were no other material reasons for his resignation.

^ It is with profound grief that the Board of Directors records the untimely demise of Mr. Ashok Ratilal Patel, Independent Director of the Company, on 13th December, 2025. Pursuant to the provisions of the Companies Act, 2013, he ceased to be a Director of the Company with effect from the said date.

The Board places on record its sincere appreciation for the invaluable guidance, significant contribution, and support extended by Mr. Ashok Ratilal Patel during his tenure as an Independent Director of the Company. The Board and the management express their heartfelt condolences to his bereaved family and pray that the Almighty grants eternal peace to the departed soul and strength to his family to bear this irreparable loss.

^ Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mrs. Shivangi Digant Shah as an Additional Director (Independent) of the Company with effect from 22nd July,

2025, pursuant to Section 161(1) of the Companies Act, 2013, read with the Articles of Association of the Company.

Subsequently, the Members of the Company approved her appointment as an Independent Director, not liable to retire by rotation, for a term of five consecutive years, with effect from 22nd July, 2025 by passing of special resolution on 30th August, 2025, pursuant to provisions of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

^ Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Vinit Rameshchandra Mundra as an Additional Director (Independent) of the Company with effect from 12th March,

2026, pursuant to Section 161(1) of the Companies Act, 2013, read with the Articles of Association of the Company.

Subsequently the Members of the Company approved his appointment as an Independent Director, not liable to retire by rotation, for a term of five consecutive years, with effect from 12th March, 2026 by passing of special resolution on 27th April, 2026, pursuant to provisions of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

The Board is of the opinion that Mrs. Shivangi Digant Shah and Mr. Vinit Rameshchandra Mundra are persons of integrity and possesses the relevant expertise and experience to be appointed as an Independent Director of the Company, and he meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have submitted declarations stating that each of them fulfil the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other authority.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Rohan Vasantkumar Shah retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its committees or other Company events and any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts. For more details about the directors, please refer to the Corporate Governance Report which forms an integral part of this report.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are as under:

• Mr. Rupesh Kantilal Savla, Managing Director

• Mr. Divyesh Umeshkumar Shah, Chief Financial Officer

• Ms. Krena Khamar, Company Secretary and Compliance Office

Except as mentioned above, there were no other change in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

a. I n the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures;

b. They 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 financial year and of the profit of the Company for the financial year ended 31st March, 2026;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the Annual Accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s) pursuant to the requirements of the Companies Act, 2013 read with the rules framed there under and SEBI (Listing Obligations

DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

& Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

The details of the Audit Committee, including its composition terms of reference, attendance, etc., are included in the Corporate Governance Report, which is a part of this Report. The Board has accepted all the recommendations of the Audit Committee and hence, there is no further explanation to be provided for in this Report.

RISK MANAGEMENT

The Company actively manages, and monitors the principal risks and uncertainties that could impact its ability to achieve its strategic and operational objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy to deal with instance of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate cases. The Whistle Blower Policy is posted on the website of the Company under investor section.

CORPORATE SOCIAL RESPONSIBILITY

The details of the composition of the CSR committees, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms an integral part of this Report.

RELATED PARTY TRANSACTIONS

During the year under review, all the related party transactions were in the ordinary course of business and on arms length basis. Therefore, the disclosure in Form AOC-2 pursuant to compliance

of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The disclosures as required in IND-AS are provided in relation to transactions with related parties which are forming the part of the notes to financial statement. The policy on Related Party Transaction is available on the website of the Company www. dolphinoffshore.com and the weblink of the same is http:// dolphinoffshore.com/policies/.

AUDITORS

A. Statutory Auditors and Statutory Auditors Report

M/s Mahendra N. Shah & Co., Chartered Accountants (Firm Registration No 105775W), were appointed as the Statutory Auditors of the Company for the period of five (5) years from the financial year 2023-2024 to financial year 2027-2028.

The Auditors Report for financial year 2025-26 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark or disclaimer which requires the clarification of the Management of the Company.

B. Secretarial Auditors and Secretarial Audit Report

Ms. Aishwarya Himanshu Parekh, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company, for a term of five consecutive years commencing from FY 2025-26 by the shareholders of the Company at the 46th Annual General Meeting of the Company.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended 31st March, 2026 is attached to this Report as Annexure A. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

C. Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Manubhai & Shah LLP, Chartered Accountants (FRN: 106041W/W100136), as Internal Auditor in the Board of Directors meeting held on 28th April, 2025, to conduct Internal Audit for the financial year 2025-26.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and which forms part of this report. In terms of Section 136(1) of the

DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

Companies Act, 2013, the Report and Audited Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the Annexure may write to the Company Secretary at the registered office of the Company for a copy of the said annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure -B, which forms an integral part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-C which forms an integral part of this report.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended on 31st March, 2025 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as Annexure - D, which forms an integral part of this report.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/ DISCLOSURES:

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules,

2014 during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

ANNUAL RETURN OF THE COMPANY

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The details on Internal Financial Control systems and their adequacy are provided in Management Discussion and Analysis, which forms part of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There were no significant and material orders issued against the Company by any regulatory authority or court or tribunal during the year that could affect the going concern status and Companys operation in future.

INSURANCE

All movable and immovable properties as owned by the Company continued to be adequately insured against risks.

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company is fully committed to complying with the Maternity Benefit Act, 1961. We recognize and uphold the rights of our women employees to maternity benefits as enshrined under the Act.

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there were no such events/ transactions on these items during the year under review:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

b. Issue of sweat equity shares.

c. Issue of equity shares with differential rights as dividend, voting or otherwise.

d. Issue of employee stock options scheme.

e. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

DESIGNATED PERSON FOR FURNISHING INFORMATION AND EXTENDING CO-OPERATION TO REGISTRAR OF COMPANIES (ROC) IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE COMPANY:

Ms. Krena Khamar, the Company Secretary & Compliance Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Companys shares.

WEBSITE OF YOUR COMPANY

ACKNOWLEDGEMENT

Your directors places on record their sincere thanks to all the Stakeholders including Government, Regulatory Authorities and Financial Institutions who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.