Duke Offshore Ltd Management Discussions

1. Industry Trends and Developments

The global technology and marine logistics industry faced significant challenges during the financial year 2024 25, driven by macroeconomic volatility, geopolitical disruptions, and shifting trade dynamics. However, the offshore marine services sector witnessed an increasing demand for specialized vessels particularly for surveillance, patrolling, transportation of personnel and materials via inland and coastal waterways, and security operations.

This demand is expected to persist and strengthen, driven by the strategic needs of government agencies and private sector enterprises. In line with these developments, the Company continues to provide a wide spectrum of specialized services including:

* Inspection and support services for offshore oilfield platforms and related operations, * Diving training and underwater intervention services, * Vessel management and marine logistics solutions, * Chartering of Fast Interceptor Crafts (FICs), and * Allied marine services for coastal and offshore surveillance and logistics.

2. Performance Overview for the Year

During the year under review, the Company made notable progress in several operational areas, particularly in the chartering of Fast Interceptor Crafts and support vessels for patrolling offshore borders and transporting personnel and materials. The Company has successfully executed various contracts for maritime security services and has laid the groundwork for further expansion by initiating discussions with both government and private sector entities. This is aimed at broadening its client base and strengthening its position as a dependable provider of specialized offshore support services.

3. Future Prospects & Outlook:

The Management remains cautiously optimistic about the Companys future growth trajectory.

Strategic focus areas include:

* Expansion of operational facilities to accommodate new contracts and operational demands, * Launch of new projects and service offerings aligned with customer requirements, * Continuous efforts to understand evolving customer preferences and market trends, with an aim to build long-term, profitable relationships.

Given the Companys technical capabilities, experience, and market positioning, it is well poised to capture emerging opportunities in offshore logistics, defense maritime operations, and marine surveillance

4. Business Risks and Managementfs assessments:

The Company operates in a highly capital-intensive and contract-driven environment, which inherently presents certain risks. Key risks identified by the management include:

* Capital Investment Requirements: Many of the projected contracts involve significant investment in the acquisition of vessels, equipment, and offshore assets.

* Contractual Tenure and Revenue Visibility: These contracts are typically for a fixed term, which may lead to revenue fluctuations upon their expiry unless renewed or supplemented by new contracts.

* Timely Mobilization and Delivery: Delay in procurement, customization, or deployment of vessels may impact the execution timelines and cash flows.

The Management has adopted a prudent approach to risk management by ensuring financial discipline, phased capital deployment, and contingency planning.

5. Availability of financial resources

The Company anticipates a substantial increase in revenue through the on boarding of new contracts and clients. However, execution of these contracts will require timely access to financial resources for vessel procurement and operational scalability. To mitigate this challenge, the Company is exploring: * Strategic partnerships and co-investment opportunities, * Institutional funding and structured finance solutions, * Internal accruals and asset monetization strategies to optimize cash flow management.

6. Human Resources and Industrial Relations:

The Board places on record its sincere appreciation for the commitment, dedication, and contribution of all employees across various departments of the Company. The management continues to foster a work culture based on fairness, transparency, collaboration, and continuous learning. Harmonious industrial relations were maintained throughout the year, and the Company remains committed to the professional growth and well-being of its human capital, recognizing them as a cornerstone of its sustainable growth strategy.

7. Financial Condition and Operational Performance

7.1 Share Capital

The Company has only one class of equity shares. As on March 31, 2025, the authorised share capital stands at 30,00,00,000/-, comprising 3,00,00,000 equity shares of 10/- each. The paid-up share capital of the Company is 9,85,72,000/-, divided into 98,57,200 equity shares of 10/- each. There has been no change in the capital structure during the year under review.

7.2 Fixed Assets

During the financial year 2024 25, the Company reported a gross block of fixed assets amounting to 13,47,45,000/-. The assets primarily comprise vessels and marine equipment deployed in offshore support services and related operations.

7.3 Net Worth

The Net Worth of the Company as at March 31, 2025, stood at 4,83,22,299/ , as against

7,07,57,299/- in the previous financial year. The reduction is attributable to losses incurred during the year under review.

7.4 Revenues

The total revenue for the financial year 2024 25 was 73.67 lakhs, compared to 414.26 lakhs in the preceding year. The decline was primarily due to lower vessel utilization and project deferments linked to geopolitical and macroeconomic factors.

7.5 Operating Profit (EBITDA)

The Company reported a negative EBITDA of 172.39 lakhs for the year ended March 31, 2025, compared to a positive EBITDA of 121.02 lakhs in the previous year. The operational shortfall was mainly on account of reduced fleet deployment, rising maintenance costs, and unfavorable market conditions.

7.6 Internal Control Systems and Their Adequacy

The Company maintains a robust framework of internal control systems, which are commensurate with the nature and size of its operations. These systems are designed to ensure accurate reporting, safeguard of assets, statutory compliance, and operational efficiency. Regular internal audits, management reviews, and control validations are undertaken to assess the adequacy and effectiveness of the internal control environment.

8. Performance:

In the following table, please find brief of financials of the Company:

		(Rs in Lakhs)
PARTICULARS	2024-25	2023-24
Total Revenue	73.67	414.26
Profit before depreciation and tax	(173.26)	118.56
Profit before tax	(219.77)	36.64
Profit after tax	(219.77)	123.90
Earnings Per Share (EPS)	-2.28	1.26

9. Opportunities & Threats: Opportunities:

* The revival of aviation and tourism sectors is expected to boost fuel consumption, which may positively impact the oil and marine logistics sectors. * Increased focus on power and energy infrastructure projects could drive higher demand for offshore support services. * Government investment in infrastructure development, especially ports and coastal connectivity, is projected to catalyse demand for marine transportation.

Threats:

* Ongoing geopolitical tensions, particularly in the Middle East, have led to volatility in global crude oil prices, impacting exploration budgets and marine activity. * The rise of electric vehicles (EVs) poses a long-term threat to traditional fuel demand, which may alter the dynamics of the offshore oil services industry. * Increasing environmental regulations and tightening product specifications could impact the operating models of oil producers and logistics companies. * The global shift towards renewable energy may gradually reduce dependence on fossil fuels, leading to a contraction in traditional offshore oil support services.

10. Acknowledgement

The Board of Directors places on record its sincere appreciation and gratitude for the continued support and cooperation extended by the Companys stakeholders, including bankers, financial institutions, regulatory authorities, government departments, customers, vendors, and shareholders during the year under review.

The Board also acknowledges the dedicated efforts and commitment of the Companys executives, staff, and workers, whose unwavering support and contribution have enabled the Company to navigate a challenging year. The Company remains committed to fostering an environment of growth, transparency, and accountability for all its stakeholders.

By the order of the Board For

DUKE OFFSHORE LIMITED

SD/-

Avik George Duke

Place: Mumbai

Managing Director

Date: 18/07/2025

DIN: 02613056