Garware Offshore Services Ltd Directors Report

TO,

THE MEMBERS,

Your Directors present their report as under :

1) FINANCIAL RESULTS :

PARTICULARS	Rs. in Crores.
	Year ended March 31, 2026.	Year ended March 31,2025.
Income from Operatbns	35.72	32 75
Other Income	4.41	0.46
Gross Income	40.13	33.21
Expenses for the period	28.46	26.03
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).	11.67	7.18
Finance cost	4.43	1.84
Depreciation	18.09	13.51
(Loss) / Profit Before Exceptional Items and Tax	(10.85)	(8.17)
Exceptional Items (Debit)	-	0.28
(Loss) / Profit Before Tax	(10.85)	(7.89)
Provision forTaxation
Current Tax	0.85	0.08
Tax for earlier years (Debit)	--	--
Net Profit (Loss) / After Tax	(11.70)	(7.97)
Add : Balance of Profit /(bss) brought forward from previous year.	(181.25)	(173.28)
Balance earned forward	(192.95)	(181.25)

2) The Annual Accounts of the Company have been prepared in accordance with the requirements of the Indian Accounting Standard (IND AS). The impact of the IND AS is stated in the Notes to the Accounts.

Income from Operations for the year ended 31.03.2026 stood at Rs.35.72 crores, as against Rs.32.75 croros for tho previous year. The revenue mainly consisted of earnings of two of the Companys vessels of which one of the Vessel worked for entire year and another vessel for nine (9) months. Other Income for the year stood at Rs.4.41 crores (as against Rs.0.46 crores for the previous year) comprised mainly of Interest, Income on Deposits amounting to Rs.1.13 Crores and Gain on reversal of provision of short-term loan given to the Companys subsidiary upon receipt of Rs. 3.23 crores.

The Expenses for the year stood at Rs.28.46 crores as against Rs.26.03 crores and therefore, EBIDTAfor theyear stood at Rs. 11.67 crores as against Rs.7.18 Crores for the previous year.

Finance charges for the year stood at Rs.4.43 crores as against Rs.1.84 crores for the previous year. Finance charges increased on account of the interest on ban availed from Kotak Mahindra Bank Limited for the acquisitbn of the Vessel M. V. Mahanadi. Depreciatbn for the year stood at Rs. 18.09 crores as against Rs.13.51 crores for previous year which also increased due to induction of the aforesaid Vessel into the Companys fleet While the Company remained EBIDTA positive (which increased by 62% from the previous year), the Net Loss before Exceptional items and Tax stood at Rs. 10.85 crores, as opposed to a bss of Rs.8.17 crores for the prevbus year. This toss increased solely due to the increase in depreciatbn to the tune of Rs.4.58 crores in view of the additional Vessel being inducted into the Companys fleet in June 2025.

Post taxes, the Net Loss for the year stood at Rs.11.70 crores as opposed to a Loss of Rs.7.97 crores for the previous year.

3) OPERATIONS :

During the year under review:

1) The vessel M.V. Mahananda continued to work on the East Coast of India and will do so till December 2027, atleast.

2} The vessel viz. M.V. Mahanadi, was chartered on West Coast of India w.e.f. September, 2025, till May 2026

3) The vessel M. V. Kamet was upgraded from DP1 to DP2, but remained idle for most of the year. However, the Vessel secured and concluded a 75 days contract w.e.f. May, 2026 and was also awarded a 4 + 1 year contract w.e.f. August, 2026 to work alongwith the East coast of India

4) DIVIDEND:

In view of the losses incurred, your Directors regret their inability to recommend any Dividend

5) PAID UP SHARE CAPITAL :

Despite a fall in Share price below the Preferential issue price, 1,05,000 Share Warrants were converted into Equity Shares during the year under review. The paid-up Share Capital of the Company as on 31st March, 2026 stands at Rs.3074 crores consisting of 3,07,43,443 Equity Shares of Rs. 101- each (as against Rs.30.64 crores consisting of 3,06,38,443 Equity Shares of Rs.10/- each.

Post the yearunder review, all the warrant holders holding 27,000 Share Warrants exercised their option to convert the warrants into Equity Shares, even though the market price of shares were almost 50% of the conversion price. The paid-up Share Capital as on the date of this Report stands at Rs.30.77 crores consisting of 3,07,70,443 equity Shares of Rs. 101- each.

Consequent to 27,000 Shares Warrants being converted into equity Shares, there are no outstanding Warrants and all the proceeds of preferential allotment have been used for the purpose, the funds were raised.

6) CHANGE OF NAME OF THE COMPANY:

Pursuant to the approval granted by the Shareholders of the Company, for change of the Name of the Company to ‘Garware Offshore Services Limited”, the Ministry of Corporate Affairs has issued Certificate of Incorporation reflecting the change of name on 18” February, 2026.

Accordingly, the name of the Company stands changed w.e.f. 18”1 February, 2026.

7) SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

Post the year under review, the Registered Office of the Company w.e.f. 22.06.2026, has been shifted to A-304 Naman Midtown, Senapati Bapat Marg, Prabhadevi - West, Mumbai -400 013.

8) FUTURE EXPANSION AND OUTLOOK :

The offshore industry is undergoing a structural pivot. Oil and gas will see continued capital expansion and rising demand, hitting $545.2 billbn by 2034. Concurrently, the offshore wind sector is accelerating, with global capacity projected to triple by 2030, driven significantly by the adoption of deepwater floating turbines.

The key facts of the outbok of the Industry include:

• The Oil & Gas Resurgence: Despite the energy transition, global demand continues to rise. Deepwater exploration and drilling are forecast to expand at a Compound Annual Growth Rate (CAGR) of over 8.2%, bringing the market value to $80.64 billion by 2033.

• Exponential Offshore Wind Growth: Global offshore wind capacity is forecast to leap from 83 GW to 238 GW by 2030. Nations across the globe, including Indias 30 GW mandate by 2030, are aggressively investing in their green energy pipelines in an attempt to augment their energy security plans.

• Governments Push for Oil Security: In view of the recent “shocks caused by the problems in the Straits of Hormuz, several governments are promoting self-sufficiency in Energy.

• Floating Foundations: Floating offshore wind is recognized as a major technological game-changer. It allows operators to exploit deep-water wind potential in regions that were previously inaccessible to fixed-bottom turbines.

• Transition and Co-Existence: Oil and gas supermajors are adding portfolios of renewable technobgies and using offshore wind to power existing offshore drilling platforms, reducing their overall carbon footprint

• Supply Chain and Infrastructure: The aggressive scale of offshore deployment has highlighted immediate infrastructure needs, with a critical push required to secure wind turbine installation vessels (WTIVs) and develop specialized grid connectbns.

Once the Company streamlines the contractual commitments and its operations of its 3 vessels, it will look at expansion opportunites.

9) SUBSIDIARIES-OVERSEAS AND INDIAN:

A) OVERSEAS SUBSIDIARY:

Garware Offshore International Services Pte. Ltd. - Singapore (GOISPL):

The Companys Wholly Owned Subsidiary GOISPL based in Singapore had no operating income. Other income during the year stood at USD 0.7 mn as against USD 1.79 mn for the previous year and consisting mainly of the reversal of impairment of loss on trade receivable and waiver of expenses. The Company has made a net profit of USD 0.66 mn as against a profit of USD 1.40 mn in the previous year.

The Company has recovered an amount of Rs. 322.50 lakhs, out of total loan of Rs. 336.54 lakhs that was lent in the past to the Companys subsidiary in Singapore and subsequently written off. The same is reflected in “Other Income".

Though, there was no activity in GOISPL during the year, it is seeking opportunities of revenue generation and simultaneously settling its debts with various private Lenders.

B) INDIAN SUBSIDIARIES :

During the year under review, the Company has incorporated the following Indian Wholly Owned Subsidiaries :

Sr. No.	Name of Subsidiary	Address	CIN & Date of Incorporation.	Authorised, Issued and Paid-up Share capital.(Rs.)	Shareholders
1.	Mahanadi Offshore Services Private Limited.	A-304, Naman Midtown, Senapati Bapat Road, Prabhadevi (W), Mumbai 400 013	U50120MH2026PT C466001 17.01.2026	1,00,000 Consisting of Rs. 10,000 shares of Rs. 10/-each	i) Garware Offshore Services Limited (GOSL); and ii) Mr. Aditya Ashok Garware (representative of GOSL).
2.	Kamet Offshore Services Private Limited.	A-304, Naman Midtown, Senapati Bapat Road, Prabhadevi (W), Mumbai 400 013	U50120MR2026PT C473550 17.02.2026	1,00,000 Consisting of Rs. 10,000 shares of Rs. 10/-each	i) Garware Offshore Services Limited, and ii) Mr. Aditya Ashok Garware. (representative of GOSL).

The aforesaid Companies have filed necessary documents including declaratbn for commencement of business, which has been approved by Ministry of Corporate Affairs (MCA) for both the Companies.

10) AUDITORS REPORT:

A. STANDALONE ACCOUNTS

There are no Quaifications in the Auditors Report of the Standalone Accounts issued by the Statutory Auditors viz D. Kothary and Company - Chartered Accountants.

B. CONSOLIDATED ACCOUNTS

There are no Qualifications in the Auditors Report of the Consolidated Accounts issued by the Statutory Auditors viz D. Kothary and Company - Chartered Accountant

11) LISTING FEES TO STOCK EXCHANGE:

The Company has paid the Listing Fees for the year 2026-27 to BSE Limited.

12) FIXED DEPOSITS:

During the year under review, no Deposits were accepted under Chapter V of the Companies Act, 2013 and hence the details relating to deposits and details which are notin compliance under Chapter Vof the Act are “NOT APPLICABLE”.

Kindly refer Annexure B to the Directors Report for details of other deposits/Loans received by the Company.

13) RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors Report) have been made from the same.

b) That 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 the year and the Loss of the Company for the year ended on 31.03.2026.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That they have prepared the Annual Accounts on a going concern basis.

e) That they have laid down internal financial controls to be followed and that such financial controls are adequate and were operating effectively.

f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14) RE-LISTING OF EQUITY SHARES AT NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE):

Pursuant to the Board Resolution dated 18.12.2025, the Company was authorized to file an application for re-listing of Equity Shares at NSE. However, in view of eligibility requirement, the same has been deferred till September, 2026.

15) INSURANCE:

All the Vessels owned and operated by the Company have been insured for Hull & Machinery and Protection & Indemnity (P & I) claims.

16) DIRECTORATE:

Mr. M. M. Honkan - Whole -Time Director was appointed by the shareholders by a Postal Ballot Resolution dated 27.06.2025 for 3 years w.e.f. 1.4.2025.

Pursuant to the authority granted by the Shareholders of the Company by way of Postal Ballot Resolution dated 17.12.2025 for the appointment of Mr.Aditya Ashok Garwareas Chairman and Managing Director, subject to the Central Government and such other requisite approvals, the Company has filed the application to Central Government, the outcome of which is awaited.

• Mr. Aditya Ashok Garware retires by rotation and being eligible, offers himself for re-appointment Members are requested to re-elect him as Chairman and Managing Director as a Director.

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and the same has been complied with. The Code of Conduct for Directors and Senior Management is available on the Companys website www.globaloffshore.in.

17) PERSONNEL:

The relationship with Employees remains cordial. There have been some changes in Employees with the inclusion of “younger blood” into the Organisation.

18) DEMATERIALISATION OF SHARES:

The Companys shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement, as on the date of the report, 100% of the shares held by the Promoters / Persons Acting in Concert category are in Electronic Form.

19) ANNUAL RETURN :

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return has been uploaded on the Companys website: www.alobaloffshore.in .

20) STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company viz. Ms. Smita D. Gaur, Mrs. Faisy Viju and Mr. Jisupriya Guhathakurta have given a declaration that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

Further all Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

21) NUMBER OF BOARD MEETINGS:

During the year under review Five (5) Board Meetings were held as detailed below:

(i) 23rd May, 2025 (ii) 12* August, 2025, (iii) 28" October, 2025 (iv) 18? December, 2025 ; and (v) 12*1 February, 2026.

22) BOARD EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and provision of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Company has put in place a framework for the evaluation of the Board, its Directors, the Chairman and all the Committees, with the approval of the Nomination and Remuneration Committee.

The evaluations for the Directors, the Board and the Committees are carried out through circulation of questionnaires to the Independent Directors and the Committees, respectively. The performance of the Board is assessed on select parameters related to roles, responsibilities and obligations of the Board, relevance of Board discussions, attention to strategic issues, performance on key areas, providing feedback to Executive Management and assessing the quality, quantity and timeliness of flow of information between the Company Management and the Board. The evaluation criteria for the Directors are based on their participation, contribution, offering guidance to and understanding of the areas which were relevant to them in their capacity as Members of the Board. The evaluation criteria for the Chairman of the Board, besides the general criteria adopted for assessment of all Directors, focuses on leadership abilities, effective management of meetings and preservation of the interest of stakeholders. The evaluation of the Committees is based on the assessment of the clarity with which the mandate of the Committee is defined, effective discharge of the terms and reference of the Committees and assessment of effectiveness of contribution of the Committees deliberation / recommendations to the functioning / decisions of the Board. The overall performance evaluation process was completed to the satisfaction of the Board.

23) FAMILARISATION PROGRAMME FOR DIRECTORS :

At the time of appointment on the Board, each Independent Director is issued a formal letter of appointment which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. All the Directors have been provided with a deep insight into the business of the Company including the working of the subsidiaries. Vessel-wise details have also been furnished to them The Directors have also received a detailed explanation on the Compliances required from him/ her under the CompaniesAct, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same. Details of familiarization programmes are available on Companys website www.garwareoffshore.in

24) DETAILS OF LOANS GRANTED / INVESTMENTS MADE / GUARANTEES PROVIDED UNDER SECTION 186 OF COMPANIES ACT 2013:

The details of the Loans/Investment/Guarantees, during the year under review is enclosed as Annexure A.

25) PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of contracts/arrangement with related parties are enclosed as Annexure B.

26) STATEMENTON DEVELOPMENT AND IMPLEMENTATION OF RISKS MANAGEMENT POLICY:

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conducf which aims to improve the governance practices across all Company activities. Risk Management Policy and processes will enable the Company to proactively manage uncertainty and changes in both internal and external environments in an attempt to capitalize on opportunities and limit negative impacts.

The Risk Management Policy of the Company identifies, evaluates, monitors and minimizes identifiable risks.

27) CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company did not undertake any CSR activity. Kindly refer to Annexure C.

28) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

With respect to the legal case filed by Ocean Clap Shipping Limited (“OCSL”) and MT Kailash Sari (“MT Kailash”) against Global Offshore Services BV and the Company in the High Court of Justice, Business and Property Courts of England and Wales, Commercial Court for an amount of USD 6.00 million and USD 7.50 million respectively along with interest @8% till date of payment (against the company) and in subsequent appeal filed by the Company in the Court of Appeal, Civil Divisions-which the Company lost, no proceedings for enforcement or execution of the Decree has been filed by the respective Guarantee decree Holders against the Company in India, as on the date of this Report.

Additionally, the Company has filed required Complaints at the appropriate fora to protect itself and its interests

The Company will continue to monitor the situation and defend itself against any action by the Guarantee Holders especially in view of the following:

1) The Guarantee holders had explicitly agreed, in writing, with the Company that all agreements with respect of the said transaction, including the Guarantee(s) issued, are cancelled and new agreement(s) for the same will be executed. The new agreements) would not have any Guarantees to be issued by the Company.

2) Upon expiry of the Guarantees, the Company had filed the same with the Reserve Bank of India stating that the Company had not received any claim against the said Guarantees and the said Guarantees stood “cancelled”.

3) The Guarantee Holders have themselves not paid the entire Loan to their Lenders and in fact, made a OTS with their Lenders, while at the same time claiming the entire amount of the Loan payable in their claim.

4) During the proceedings and thereafter the Guarantee Holders have sold both the Vessels in question and credit of the sales proceeds have not been passed on in the Owners claims.

In view of the above, the Company is yet to make provision for the amount of the Decree.

29) INTERNAL FINANCIAL CONTROL:

In the opinion of Board of Directors, there is adequate Internal Financial Control with respect to the preparation and presentation of the Financial statements which form a part of this Annual Report.

30) SECRETARIAL AUDITOR:

The Secretarial Auditor Mr. Rajkumar R. Tiwari carried out the Secretarial Audit and submitted his Report pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, enclosed as Annexure D to the Directors Report. There are no adverse remarks made by the Secretarial Auditors in his Report for the period umder review.

31) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an AntFSexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All empbyees (permanent, contractual, temporary) are covered under the policy.

No sexual harassment complaint was received during the year.

32) VIGIL MECHANISM:

Pursuant to provisions of Section 173(10) of the Companies Act, 2013, the Company has established Vigil Mechanism. The Vigil Mechanism Policy is posted at the Companys website www.globabffshre.in

33) CORPORATE GOVERNANCE:

A separate report on Corporate Governance abng with the Auditors Certificate on its compliance is given separately in the Annual Report.

34) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The required details are encbsed as Annexure E.

35) SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES :

During the year under review, two Wholly Owned Subsidiaries (as per details given in point 9(B) above), were Incorporated In India.

36) DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The information required under Section 197 read with Rub 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rubs, 2014 in respect of empbyees of the Company and Directors is furnished as Annexure - F

37) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT APPOINTED OR RESIGNED DURING THE YEAR:

During the year under review, Mr, Aditya Garware was appointed as a Chairman and Managing Director w.e.f. 1 st November 2025.

Mr. Manmohan Shetty was appointed as Head Technical in July, 2025.

With great regret, the Company informs the Members that Mr. Kamal AgarwaFTechno Commercial (Consultant) suddenly expired in October, 2025.

38) STATUTORY INFORMATION AND OTHER DISCLOSURES:

No application has been made against the Company under the Insolvency and Bankruptcy Code The requirement to disclose the details of applicatbn made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year abng with their status as at the end of the financial year is “Not Applicable";

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuatbn done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is “Not Applicabb".

39) ACKNOWLEDGEMENT:

The Board wishes to thank the Office of Directorate General of Shipping, Mercantile Marine Department, Shipping Master, Kotak Mahindra Bank Limited, State Bank of India and The Indian Register of Shipping, for their continued support and co-operation during the year.

Registered Office:	By Order of the Board
A/304, Naman Midtown,
Senapati Prabhadevi (West),	Sd/-
Mumbai-400013 CIN : L61100MH1976PLC019229	Aditya A. Garware Chairman and Managing Director
Date: 10 August, 2026.	Din: 00019816
Place : Mumbai.