Duke Offshore Ltd Directors Report

To,

The Members of

Duke Offshore Limited,

Your directors have pleasure in presenting the 39thAnnual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2025.

FINANCIAL HIGHLIGHTS

(In Lakhs except EPS)

PARTICULARS	2024-25	2023-24
TOTAL INCOME	73.67	414.26
PROFIT BEFORE DEPRECIATION AND TAX	(173.26)	118.56
DEPRECIATION AND AMORTIZATION EXPENSE	46.51	81.92
PROFIT BEFORE TAX	(219.77)	36.64
PROFIT AFTER TAX	(219.77)	123.90
EARNINGS PER SHARE(EPS)	(2.28)	1.26

CHANGE OF BUSINESS IF ANY:

The Company continues to operate in the near-shore marine services segment in India, while steadily expanding its clientele through strategic partnerships with new customers. In addition to its core operations, the Company has broadened its service offerings to include vessel deployment for crew transfers and marine survey operations, thereby enhancing its value proposition in the maritime sector.

In line with its long-term strategic vision and leveraging its engineering capabilities, robust financial position, and prudent business acumen, the Company now proposes to diversify into shore-based infrastructure projects, with a focus on sectors such as oil, gas, and water management. This proposed expansion is intended to further strengthen the

Companys market presence, diversify revenue streams, and enhance stakeholder value by tapping into synergistic and high-growth opportunities within the infrastructure domain.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, all dividends remaining unpaid or unclaimed for a period of 7 years from the date of their transfer are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Government of India. Accordingly, all unpaid or unclaimed dividends up to the financial year 2017-18 have become due for transfer, and the Company has completed the process and filed the relevant forms. Further, as per the aforementioned provisions, all relevant shares corresponding to the unpaid/unclaimed dividends have also been transferred to the demat account of the IEPF Authority as per the specified details.

Sr. No. Particulars	No. of Records	No. of Shares
1. Aggregate number of shareholders & the outstanding shares in the above De-mat account lying at the beginning of the year i.e. on April 1, 2024.	257	105400
2. Number of shareholders who approached issuer for transfer of shares from above De-mat account during the year.	NIL	NIL
3. Number of shareholders whose shares transferred from above Demat account during 2024-25.	NIL	NIL
4. Aggregate number of shareholders and outstanding shares in the above Demat account lying at the end of the year as on March 31, 2025.	NIL	NIL

MATERIAL CHANGES AND COMMITMENTS:

The particulars as required under the provisions of Section 134(3) (l), no changes have occurred which have affected the financial position of the company between 31stMarch 2025 and the date of Boards Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website.

MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2024-25, the Company held 5 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized as below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

S. No. Date of Meeting	Board Strength	No. of Directors Present
1 30th May, 2024	6(including CFO)	6(including CFO)
2 14thAug, 2024	6(including CFO)	6(including CFO)
3 04th September, 2024	6(including CFO)	6(including CFO)
4 14th November, 2024	6(including CFO)	6(including CFO)
5 14thFeb, 2025	6(including CFO)	6(including CFO)

DIRECTORS RESPONSIBILITY STATEMENT:

a. Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. 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 state of affairs of the company at the end of the financial year and of profit and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on a going concern basis; and

e. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

AUDITORS:

The Members of the Company, at the Annual General Meeting held on 13th August, 2025, approved the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants (ICAI Firm Registration No. 105215W / W100057) as the Statutory Auditors of the Company for a period of five consecutive financial years, commencing from the conclusion of the said Annual General Meeting until the conclusion of the 44th Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they continue to meet the eligibility criteria as prescribed under the provisions of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and applicable guidelines issued by the Institute of Chartered Accountants of India (ICAI). They have also confirmed that there are no disqualifications or circumstances which would render them ineligible for continuation of their appointment.

AUDITORfS REPORT

There are remarks given by the Auditor in their Report as below:

1. The Company has delayed transferring Rs. 5.09 lakh to the Investor Education and Protection Fund. The same is now in process.

REPORTING OF FRAUD BY AUDITORS

During the year under review, statutory auditor has not reported any instances of Fraud committed against the Company by its officers or employee, the details of which needed to be reported to the Board as per Section 143(12) of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS:

The Company had disclosed loans, guarantees or investments made under Section 186 of the Companies Act, 2013 during the year under review in the financial statement if applicable.

RELATED PARTY TRANSACTIONS:

The company had disclosed the transaction with related parties in the financial statement if applicable.

DIRECTORS & KMP: REMUNERATION TO THE KEY MANAGEMENT PERSONNEL (KMP)

SR. NO. NAME	DESIGNATION	TRANSACTION	FY 2024-25 (In Rs.)	FY 2023-24 (In Rs.)
1. Avik G. Duke	Chairman & Managing Director	Remuneration	59,30,000	58,35,000
2. George D. Duke	Promoter, and Father of Chairman and Managing Director	Professional Fees, Conveyance	13,55,000	18,61,000
3. Venkatesham Busa	Chief Financial Officer	Salary	6,04,056	5,46,000

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the requisite information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year ended 31st March, 2025 is provided hereunder:

A. Conservation of Energy and Technology Absorption

Given the nature of operations of the Company, which primarily involves marine and offshore services, the particulars relating to conservation of energy and technology absorption are stated to the extent applicable.

(a) Conservation of Energy:

Steps Taken for Energy Conservation and Use of Alternate Energy Sources:

* The Company has implemented a fuel-saving scheme across its fleet of vessels to optimize fuel consumption and reduce operational costs. * These efforts directly contribute to minimizing the Companys carbon footprint and support environmental sustainability. * Waste generated on board is systematically recycled in accordance with environmental compliance practices.

(b) Capital Investment on Energy Conservation Equipment:

* No significant capital expenditure was incurred during the year under review specifically towards energy conservation equipment. * However, the Company has made operational improvements, including downsizing of engine capacity on certain vessels, which has resulted in reduced fuel usage and lower emissions.

(c)Technology Absorption:

1. Efforts Made for Technology Absorption:

* The Company continues to actively pursue and adopt new and advanced marine technologies to align with international maritime standards. * Technical teams are being trained and equipped to work with modern systems onboard, with emphasis on operational efficiency.

2. Benefits Derived from the Above Initiatives:

* The above measures have led to considerable fuel savings, improved operating efficiency, and reduced environmental impact. * These improvements have positively impacted both customer satisfaction and cost-effectiveness of the Companys operations.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo during the financial year ended 31st March, 2025, as compared to the previous year, are provided below:

(i) Foreign Exchange Earnings:

Particulars	For the Year Ended 31stMarch, 2025 ( )	For the Year Ended 31stMarch, 2024 ( )
Marine & Offshore Income	0	2,48,45,000
Mobilisation Charges Transportation	0	41,17,000
Service Charges	0	1,11,000
Fuel Oil - Duke Express	-	-
Total Foreign Exchange Earnings	0	2,90,73,000

(ii) Foreign Exchange Outgo:

Particulars	For the Year Ended 31stMarch, 2025 ( )	For the Year Ended 31stMarch, 2024 ( )
Foreign Travelling	3,48,835	29,31,000
Engines / Spares	-	37,56,000
Import of Vessel Duke Express	19,31,215	-
Other Payments	1,32,219.81	20,63,000
Total Foreign Exchange Outgo	22,63,869.81	87,50,000

MARKET AND OPERATIONAL RISK MANAGEMENT OVERVIEW

The ongoing geopolitical tensions in the Middle East, particularly the conflict in Gaza and the broader Israel-Hamas hostilities, continue to influence global energy markets. Heightened friction between Israel and Iran has raised concerns over the stability of oil supply routes in the region. International agencies, including the World Bank, have cautioned that a direct escalation between these nations could significantly disrupt oil supply chains, potentially triggering a sharp increase in global crude oil prices.

Paradoxically, despite such elevated risks and regional volatility, crude oil prices have witnessed a notable decline in the current financial year due to global macroeconomic factors, reduced demand forecasts, and strategic inventory releases by key oil-consuming nations. This softening of oil prices has had a cascading impact on the broader oil and gas sector, leading to project deferments and constrained capital expenditure by upstream players. In response to these market dynamics, the Company has strategically realigned its operations with a continued focus on near-shore and harbor-based activities, which offer relative stability and sustained demand. This approach serves as a risk mitigation measure, ensuring business continuity and revenue stability amidst global uncertainty in offshore exploration activities.

Additionally, as the Company expands its fleet to capitalize on new opportunities and service a growing client base, it remains cognizant of the operational risks associated with fleet management, particularly mechanical reliability and downtime. To proactively address these risks, the Company has significantly invested in strengthening its preventive maintenance protocols, enhancing in-house technical capabilities, and implementing stringent quality control measures. These initiatives are aimed at safeguarding asset performance, minimizing unplanned outages, and ensuring optimal utilization of resources.

Through these strategic and operational measures, the Company remains well-positioned to navigate evolving global challenges while continuing to deliver value to its stakeholders.

DEPOSITS/PUBLIC DEPOSITS:

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135(5) of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and schedule VII of the Companies Act, 2013, the company has duly constituted CSR Committee. The committee has decided the activities to be undertaken by the company and the expenditures to be incurred on the same and recommended the same to the board therefore the board approved the CSR policy.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has conducted an annual performance evaluation of its own performance, the performance of individual directors, as well as the functioning of its Audit, Nomination & Remuneration, and Compliance Committees. A structured questionnaire was developed, incorporating inputs from the Directors, which covered various aspects of the Boards functioning, including the adequacy of its composition, Board culture, execution of duties, obligations, and governance practices. A separate evaluation was undertaken for individual Directors, including the Chairman of the Board, based on criteria such as level of engagement and contribution, independence of judgment, and safeguarding the interests of the Company and its minority shareholders. The performance evaluation of Independent Directors was carried out by the entire Board, while the evaluation of the Chairman and Non-Independent Directors was conducted by the Independent Directors, who also reviewed the performance of the Secretarial Department.

INDEPENDENT DIRECTORS& DECLARATION

The Board of Directors of the Company hereby confirms that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

SR. NO. NAME	DESIGNATION	APPOINTMENT DATE
1. Mr. Ameet Avinash Kimbahune	Independent Director	04/09/2024
2. Ms. Revati Ganesh Pambala	Independent Director	17/12/2021
3. Mr. Pranay Mehta	Independent Director	18/01/2019

REMUNERATION POLICY- REMUNERATION TO EXECUTIVE DIRECTORS:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board in the Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualifications, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. Any director who is in receipt of any commission from the company and who is a managing director or whole-time director of the company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company. (Section 197 (14))

REMUNERATION TO NON-EXECUTIVE DIRECTORS:

No remuneration has been paid to Non-executive Directors of the company during the year. The company shall disclose the number of shares and convertible instruments held by non-executive Directors.

SECRETARIAL AUDIT REPORT AND MANAGEMENTfS REPLY TO QUALIFICATIONS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. R S Rajpurohit & Co., Practicing Company Secretaries, Mumbai, as the Secretarial Auditor of the Company for the financial year ended 31st March, 2025.

The Secretarial Auditor has conducted the audit of the secretarial and compliance records of the Company and submitted their report in Form MR-3, which is annexed to the Boards Report as Annexure-II.

The Secretarial Audit Report contains the following qualifications, reservations, or adverse remarks, and the Boards explanations thereto are provided as under:

Observation 1:

"The Company was delayed in filing certain statutory forms with the Registrar of

Companies and in transferring the unclaimed dividend amounts to the Investor Education and Protection Fund (IEPF) as required under Sections 124 and 125 of the Companies Act, 2013. The Company has also not fully complied with the IEPF-related procedural requirements."

Managementfs Explanation:

The Board acknowledges the delay in filing certain e-forms and transferring the unclaimed dividend amounts to the IEPF within the prescribed timelines. The delays were primarily on account of administrative and technical constraints during the transition phase of the Companys compliance management systems. The Company has since initiated corrective actions, including engaging a dedicated compliance team and implementing a structured calendar for statutory filings to prevent recurrence. The pending IEPF compliance processes are being actively pursued, and the necessary filings and transfers are being regularized in a time-bound manner.

Observation 2:

"As per Rule 6(4) of the Companies (Appointment and Qualification of Directors)

Rules, 2014, every individual appointed as an Independent Director is required to pass the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA) within the prescribed timeline, unless specifically exempted. During the course of audit, it was observed that the certificate of completion of the said proficiency test was not submitted by one of the

Independent Directors and was not made available for verification."

Managementfs Explanation:

The Company acknowledges that, during the audit period, the certificate confirming successful completion of the Independent Director Online Proficiency Self-Assessment Test as mandated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, was not submitted by one of its Independent Directors and hence could not be produced for verification during the Secretarial Audit.

The delay was due to unforeseen personal and procedural constraints on the part of the concerned Director. The Company has taken cognizance of the same and is coordinating with the Director to ensure completion of the proficiency test and submission of the certificate in compliance with applicable regulatory requirements. The Board remains committed to maintaining the highest standards of governance and regulatory compliance in line with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the

Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has a well-established framework of internal operational and financial controls, including suitable monitoring procedures systems which are adequate for the nature of its business and size of the operations.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

SEBI Regulations on compliance of conditions of Corporate Governance does not apply to the Company. However, Company is complying with all other SEBI regulations and listing agreements.

By the order of the Board For

DUKE OFFSHORE LIMITED

SD/-

Avik George Duke

Place: Mumbai

Managing Director

Date: 18/07/2025

DIN: 02613056