Global Offshore Services Ltd Directors Report

FOR THE YEAR ENDED 31ST MARCH, 2025. TO,

THE MEMBERS,

Your Directors present their report as under:

1] FINANCIAL RESULTS :

PARTICULARS	Rs. in Crores.
	Year ended March 31, 2025.	Year ended March 31, 2024.
Income from Operations	32.75	29.96
Other Income	0.46	7.69
Gross Income	33.21	37.65
Expenses for the period	26.03	27.74
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).	7.18	9.91
Finance cost	1.84	2.03
Depreciation	13.51	12.27
(Loss) / Profit Before Exceptional Items and Tax	(8.17)	(4.39)
Exceptional Items (Debit)	0.28	(114.59)
(Loss) / Profit Before Tax	(7.89)	(118.98)
Provisbn for Taxation
Current Tax	0.08	0.60
Tax for earlbr years (Debit)	·	1.37
Net Profit (Loss) / After Tax	(7.97)	(120.95)
Add Balance of Profit /(loss) brought forward from prevfous year	(173.28)	(52 33)
Balance carried forward	(181.25)	(173.28)

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 Operatbns for the year ended 31.03.2025 stood at Rs.32.75 crores, as against Rs.30.00 crores for the previous year. The revenue mainly consisted of earnings of two of the Companys vessels for almost the full year. Other Income for the year which comprised mainly of Interest, and Exchange Fluctuation - Gain (Net) stood at Rs.0.46 crores as against Rs.7.69 crores in the previous year. For the previous year Other Income comprised mainly of Reversal of Interest of Rs.4.97 Crores on account of write back of unsecured ban and reversal on account of settlement / pre-payment of debt to the tune of Rs 2 54 crores

The Expenses for the year stood at Rs.26.03 crores as against Rs.27.74 crores, EBIDTAfor the year stood at Rs.7.18 crores as against Rs.9.91 Crores for the previous year. Finance charges for the year stood at Rs.1.84 crores as against Rs.2.03 crores forthe previous year. Depreciation for the year stood at Rs.13.51 crores as against Rs.12.27 crores for prevfous year. While the Company was EBIDTA positive, the Loss before Exceptional items and Tax stood at Rs.8.17 crores, as opposed to a loss of Rs.4.39 crores for the previous year. However, without the Other Income, the Companys current years Loss would have stood at Rs 8 63 crores as opposed to a bss of Rs 12 08 for the previous year.

Exceptional items stood at Rs.0.28 crores as opposed to Rs. (114.59) crores. As a result, post taxes, Net Loss for the year stood at Rs.7.97 crores as opposed to a Loss of Rs.120.95 crores for the previous year.

3] OPERATIONS :

During the year under revbw :

i] The Vessels M.V. Mahananda and M.V. Kamet continued to work on East Coast of India and West Coast of India respectively.

ii] Post year under review, the Company acquired a second hand Anchor Handing Tug cum Supply Vessel (AHTSV) viz. M.V.

Mahanadi.

iii] Post the year under review, the Company upgraded one of its Vessels M.V. Kamet to DP2 from DP1.

4] DIVIDEND :

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

5] AUTHORISED AND PAID UP SHARE CAPITAL :

Pursuant to the approval granted by the Shareholders of the Company, the Authorised Share Capital was increased from Rs.30 crores to Rs.50 crores divided into 4,70,00,000 Equity Shares of Rs. 101- each and 1,50,000 Cumulative Convertible Preference Shares of Rs. 100/-

each and 1,50,000 Cumulative Redeemable Preference shares of Rs. 100/ each.

As on 31^s* March, 2025, the paid-up Share Capital stood at Rs.30.64 Crores consisting of 3,06,38,443 Equity Shares (as against Rs. 24.73 crores consisting of 2,47,28,793 equity shares of Rs. 10/- each as on 31^s* March, 2024.

7] FUTURE EXPANSION AND OUTLOOK :

The offshore industry faces a multitude of challenges, encompassing operational, environmental, economic, and personnel-related issues. These include maintaining aging infrastructure, navigating complex regulations, managing high operational costs, ensuring worker safety and well-being, and adapting to evolving energy landscapes.

Additionally political and economic uncertainties will have an impact on demand and therefore extent of exploration and drilling activities in the Oil and Gas Sector. Potential global “polarization” can also have a deep impact on the Industry. However, with this “polarization” and the growing uncertainties, also come opportunities in certain markets and sectors within the Industry.

As indicated your Company has already commenced its expansion plans with the acquisition of a 19 year 80 Ton BP DP2 AHTSV, post the year under review. The Vessel has now secured a term contract working in the West Coast of India w.e.f. September, 2025 for a period of upto one (1) year.

Once all its assets are deployed on term contracts, the Company will look to expand its fleet further in a prudent and conservative manner.

8] WHOLLY OWNED 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 was USD 1.79 mn and consisted mainly of the reversal of impairment of loss on trade receivable and waiver of expenses, as against USD 0.06 mn for the previous year. The Company has made a net profit of USD 1.40 mn as against a profit of USD 0.05 mn in the previous year.

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

Global Offshore Services B.V.

The Management believes that despite holding 28% of Global Offshore Services B.V., The Netherlands (GOSBV), the Company does not hold significant influence in the affairs of the erstwhile subsidiary. The Company neither has any participation in the Board of Directors of GOSBV, nor has any involvement in the Management of the Company. Furthermore, in the absence of any transactions with GOSBV, consolidation of such an associate would fall out of the purview of IND AS 110 and IND AS 28.

9] AUDITORS REPORT:

A STANDALONE ACCOUNTS

There are no Qualifications in the Standalone Auditors Report.

B CONSOLIDATED ACCOUNTS

No qualifications have been made by the Auditors in the Consolidated Auditors Report to the Shareholders. However, the Auditors have laid Emphasis of Matter on the following :

a. We draw attention that the net worth in the financial statements of Garware Offshore International Services Pte. Limited has been eroded and is negative Rs. 934.65 Lakhs (USD 10,93,674), that may cast significant doubt on the companys ability to continue as a going concern.

Management View :

While the networth of Garware Offshore International Services Re. Ltd. (GOISPL), had eroded, the Company has limited activity and no recurring costs. In fact for the year under review, the Company has declared a profit of USD USD 1.40 mn.

b. The Auditors of the subsidiary Garware Offshore International Services Pte. Limited have given a qualified opinion on the following points due to lack of sufficient audit evidence -

• Loan payable to third parties Rs.770.78 Lakhs (USD 901,921).

Management View :

Confirmation of balance has been received from the said party. In any case, post the year under review, Garware Offshore International Services Re. Ltd. (GOISPL), has arrived at a settlement with the said party.

10] LISTING FEES TO STOCK EXCHANGE:

The Company has paid the Listing Fees for the year 2025-26 to BSE Limited.

11] 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 not in compliance under Chapter V of the Act are “NOT APPLICABLE”.

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

12] RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been folbwed 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 31.03.2025.

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 folbwed 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 applicabb laws and that such systems were adequate and operating effectively.

13] INSURANCE :

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

14] DIRECTORATE :

• Mrs. Maneesha S. Shah retires by rotation and being eligible, offers herself for re-appointment. Members are requested to re-elect her as a Director.

• Mr. Mukund M. Honkan - Whole-Time Director was appointed by the Shareholders by Postal Ballot dated 27.06.2025 for three (3) years w.e.f. 01.04.2025.

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.gbbaloffshore.in .

15] PERSONNEL:

The relations with Employees of the Company, have been cordial. Your Directors wish to express their appreciatbn of the services rendered by devoted employees, which has helped the Company sustain operations during extremely difficult bmes.

16] 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.

17] ANNUAL RETURN :

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

18] STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company viz. Mr. Jisupriya Guhathakurta, Ms. Smita D. Gaurand Mrs. Faisy Viju 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

19] NUMBER OF BOARD MEETINGS:

During the year under review Nine (9) Board Meetings were held as detailed below:

(i) 30^t” April, 2024, (ii) 29^,h May, 2024, (ii) 09^,h August, 2024 (iv) 16” October, 2024 (v) 30” October, 2024 (vi) 03^rd January, 2025 (vii) 05”

February, 2025, (viii) 10” February, 2025 and (ix) 27” March, 2025

20] BOARD EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and provision of SEBI (Listing Obligations and Discbsure Requirements), Regulatbns 2015, the Company has put in place a framework for the evaluatbn 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 questbnnaires 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, rebvance of Board discussions, attention to strategb 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 clanty 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.

21] 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 Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

22] 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.

23] PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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

24] STATEMENT ON 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.

25] CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

26] SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there was no significant and material order passed by Regulators or Courts or Tribunals impacting the future operations or the “going concern” status of the Company.

After the year under review, the Honble High Court in the U K has passed an order against the Company concerning the enforcement of invalid and expired Guarantees issued by the Company. This Order pertains to the Corporate Guarantees to the tune of $13.50 million plus interest issued by the Company in favour of two (2) Special Purpose Vehicle (SPVs) owned by a Chinese financial owner.

Despite having agreed to cancel the aforesaid Corporate Guarantees in writing and absolve the Company of any potential liability, and the Company having filed the expired Guarantees with the Reserve Bank of India as “null and void” the Chinese owner through the aforesaid SPVs proceeded against the Company almost 2 years alter expiry of the Guarantee.

The Company after evaluating various legal remedies available in response to the Order, has applied for leave to appeal against the Order and is also considering filing a counterclaim/criminal proceedings against the Chinese Company.

27] 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.

28] SECRETARIAL AUDITOR:

Pursuant to the Provisions of the Companies Act, 2013, subject to the approval of the members at the ensuing AGM ,Mr. Rajkumar R Tiwari is appointed as Secretarial Auditors for a period of five (5) years. Members are requested to appoint him as Secretarial Auditors of the Company.

The Secretarial Auditor 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.

The Secretarial Auditor in his Compliance Report has made the following two (2) observations:

1] The Company has paid fine of Rs.38,000 plus Rs.6,840 GST @18% Total Rs.44,840 to Bombay Stock Exchange (BSE) for delayed submission of Secretarial Compliance Report under Regulation 24A(2) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 within the prescribed time period and also informed Stock Exchange of the corrective action initiated in this regard.

2] The Company has paid fine of Rs.2,20,000 plus Rs.39,600 GST @18% Total Rs.2,59,600 to Bombay Stock Exchange (BSE) for Delayed filing of Listing Application with Exchange forthe allotment made on July 12, 2024 and July 15, 2024 as perthe SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/94 dated August 19, 2019 specifying the fines to be imposed by the Stock Exchanges for noncompliance with certain provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) within the prescribed time period and also informed Stock Exchange of the corrective action initiated in this regard.

The Board of Directors hereby clarifies that in the first instance, though the Company had filed the PDF version of the Secretarial Compliance Report in time, through oversight there was a slight delay in filing the XBRL version of the Secretarial Compliance Report. In the second instance, there was a delay in filing the listing application for listing of Equity Shares issued in the first preferential allotment of the Company through oversight.

29] DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual 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 employees (permanent, contractual, temporary) are covered under the policy.

No sexual harassment complaint was received during the year.

30] 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

31] CORPORATE GOVERNANCE:

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

32] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The required details are enclosed as Annexure E.

33] SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES :

During the year under review, there were no Companies which became a subsidiary, joint venture or an associate Company.

34] DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The informatbn 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.

35] DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL / SR. MANAGEMENT APPOINTED OR RESIGNED DURING THE YEAR:

There was no change in Key Managerial Personnel / Sr. Management during the year.

36] STATUTORY INFORMATION AND OTHER DISCLOSURES:

No applicatbn has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along 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 valuatbn 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".

37] ACKNOWLEDGEMENT:

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

ANNEXURE-A

Particulars of I oans, Guarantees and Investments made in Equity Shares under Section 186 of Companies Act, 2013 during the Financial Year 01st April, 2024 to 31st March, 2025.

SR NO.	DATE	NAME OF PARTY	LOAN	GUARANTEE	INVESTMENT IN EQUITY
NIL

ANNEXURE - B TO DIRECTORS REPORT

FORM NO. AOC.2

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub- section(1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014).

Sr. No.	Name of Related Party.	Nature of Contract / Arrangement/ Transaction.	Am ount	Salient Features.	Date of Board approved.	Amount paid as advance.	Remarks.
1	Garware Marine Industries Ltd.	Availing of Ship Repair Services	Upto Rs. 3 00 cto res	Ongoing Contract	13.02.2024	NIL
2	AdityaA. Garware.	Receipt of Unsecured Loan by the Company.	Upto Rs.8.25 Crores.	Interest rate payable by the Company and the Repayment terms of loan shall be based on fund availability and mutual aqreement.	30.05.2023	NIL
3	Garware Marine Industries Ltd.	Receipt of Rent for Office premises.	Rs.20,000/- per month.	¦ Area: 200 sq.ft. • Rent: 1st year Rs.20,000/-. Thereafter increase in proportion of rent payable under the said agreement. • Du ration : 5 years with lock-i n period of 3 years • Electricity and outgoing to be shared proportionately	10.08.2023	NIL
4	Universal Investment Services Pvt. Ltd.	Availing of Inter Corporate Deposit.	Upto Rs.5 Crores.	• Rate of Interest at prevailing market rate not exceeding 14% p.a. • Duration 12 months; which may be extended mutually. • Repayment by way of mufual convenience. • First ranking pari passu charge on vessel M.V. kamet	13.08.2021	NIL
5	Mauve Trading and Investment Co. Pvt. Ltd.	-do -	Upto Rs.5 Crores.	Same as above.	13.08.2021	NIL	·
6	Adsu Trading and Investment Co. Pvt. Ltd.	-do -	Upto Rs.50 Lakhs.	Same as above.	13.08.2021	NIL	·
7	Faisy Viju.	Consultancy Services related to HR matters.	Rs.3,000/- per hour.	Payable as and when services availed.	14.02.2022	NIL	Only enabling Resolution taken. No services availed yet.

 

Sr. No.	Name of Related Party.	Nature of Contract / Arrangement/ Transaction.	Amount	Salient Features.	Date of Board approved.	Amount paid as advance.	Remarks.
8	Garware Children Trust	Deposit on call.	1,61,50,000	• Rate of Interest at prevailing market rate not exceeding 14% p.a. • Duration 12 months; which may be extended mutually. Repayment by way of mutual convenience • First ranking pari passu charge on the vessel M.V. kamet.	05.02.2024	NIL	NIL
9	Arena Ship Management Re. Ltd.	Availing of professional service.	Upto USD1,50,000	As and when services are availed.	05.02.2024	NIL	NIL

 

10	Sitting Fees	Amount Rs. in Lakhs
	Aditya A. Garware	237
	Maneesh Shah	2.24
	Faisy Viju	1 99
	J. Guhathakurta	2.98
	Smita D Gaur	2.92
11	Consultancy Fees
	Aditya A. Garware	100 20
12	Interest Charged
	Universal Investment Services Pvt Ltd	10.52
	Mauve Trading Company Pvt Ltd	37.50
	Adsu Trading & Investment Co Pvt Ltd	3 58

ANNEXURE “C” TO DIRECTORS REPORT.

REPORT ON CSR ACTIVITIES.

1 Brief outline on CSR Policy of the Company	The Company strives to actively contribute to the Social and Economic development of the community in which it operates.
	The Company will undertake all or any of the activities specified in Schedule VII to the Companies Act, 2013 as amended from time to time & other activities enumerated in its CSR policy. Kindly refer CSR policy of the Company at www. gbbabffehore in

2. Composition of CSR Committee:

Sr. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
i) Mr. M.M. Honkan	Whole-Time Director	NIL	NIL
ii) Mr. Jisupriya Guhathakurta.	Independent Director	NIL	NIL
iii) Mrs. Faisy Viju	Independent Director	NIL	NIL

 

3 Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.	www.globaloffshore.in
4 Provide the details of Impact assessment of CSR projects carried out in pursuance of subrule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).	N.A.
5 Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any.	N.A

 

Sr. No. Financial Year Amount available for set-off from preceding financial years (in Rs)	Amount required to be set-off for the financial year, if any (in Rs).
N.A.
6. Average net profit of the Company as per section 135(5).	Rs. (366.72) Lakhs
7. (a) Two percent of average net loss of the company as per sectbn 135(5)	Rs. (7.33) Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years.	N.A.
(c) Amount required to be set off for the financial year, if any.	N.A.
(d) Total CSR obligation forthe financial year (7a+7b-7c).	N.A.

8.(a) CSR amount spent or unspent for the financial year: Not Applicable.

Total Amount Spent for the Financial Year, (in Rs.)	Amount Unspent (in Rs.)
	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.

Details of CSR amount spent against ongoing projects for the financial year Not Applicable.

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)	(9)	(10)	(11)
Sr. No. Name of the project	Item from the list of activities in schedule VII to theAct.	Local area (Yes / No.).	Location of the project.		Project duration.	Amount allocated for the project (in Rs.).	Amount spent in t h e current financial Year (in Rs.).	A Amount transferred to unspent CSR account for the project as per section 135(6) (in Rs.).	Mode of implementation direct (Yes/No).	Mode of implementation through implementing agency
			State.	District						Name	CSR Registration Number.

Details of CSR amount spent against other than ongoing projects for the financial year Not Applicable.

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)
Sr. No. Name of the Project	Item from the list of activities in schedule VII to the Act.	Local area (YesJ No).	Location of the project.	Amount spent for the project (in Rs.).	Mode of implementation Direct (Yes/No).	Mode of implementation -Through implementing agency.
			State. District.			Name. CSR registration number.

(d) Amount spent in Administrative Overheads . ·

(e) Amount spent on Impact Assessment, if applicable: ·

(f) Total amount spent for the Financial Year: · (8b+8c+8d+8e)

(g) Excess amount for set off, if any : Not Applicable

Sr. No. Particular	Amount (in Rs.)
(i) Two percent of average net profit of the company as per section 135(5)	·
(ii) Total amount spent for the Financial Year.	·
(iii) Excess amount spent for the financial year [(ii)-(i)].	·
(iv) Surplus arising out of the CSR projects or programms or activities of the previous financial years, if any.	·
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	·

(a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable.

Sr. No. Preceding Financial Year.	Amount transferred to Unspent CSR Account under Section 135(6) (in Rs.)	Amount spent in the Reporting Financial Year (in Rs.).	Amount transferred to any fund specified under schedule vii as per section 135(6), if any.			Amount remaining to be spent in succeeding financial years, (in Rs.)
			Name of the Fund	Amount (in Rs).	Date of transfer.

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable.

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sr. No. Project Id.	Name of the project.	Rnancial Year in which the project was commenced.	Project duration.	Total amount allocated for the project (in Rs.).	Amount spent on the project in the reporting financial Year (in Rs).	Cumulative amount spent at the end of reporting financial Year, (in Rs.)	Status of the project completed / ongoing.

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year

(asset-wise details).

(a) Date of creation or acquisition of the capital asset(s).	N A
(b) Amount of CSR spent for creation or acquisition of capital asset	N A
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.	N A
(d) Provide details of the capital asset(s) created pr acquired (including complete address and location of the capital asset).	N A

11. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5): In view of losses incurred by the Company, the Company did not spend on CSR.

ANNEXURE- DTP DIRECTORS REPORT FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 * March, 2025

(Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies Appointment and Remuneration of Managerial Personnel Rules, 2014)

To,

The Members,

Global Offshore Services Limited

3^rd Floor, Prospect Chambers,

D N Road, Fort,

Mumbai- 400001.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Global Offshore Services Limited (CIN:L61100MH1976PLC019229) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^s* March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-Processes and compliances- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025 according to the provisions of:

(i) The Companies Act, 2013 (“the Act”) including amendments thereof and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (“SCRAj and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulatbns, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not Applicable to the Company during the Audit period);

e) The Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021 (Not Applicable to the Company during the Audit period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not Applicable to the Company during the Audit period);

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not Applicable to the Company during the Audit period);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulatbns, 2018; (Not Applicable to the Company during the Audit period);

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(vi) Specific laws applicable as mentioned hereunder:

a) The Merchant Shipping Act, 1958;

I have also examined compliance with the applicable clauses of Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India with respect to Board and General Meetings under the provisbns of the Companies Act, 2013.

During the year under review the Company has complied with the provisbns of the Act, Rubs, Regulations, Guidelines, Standards, etc. mentioned above except for the folbwing observations:

The Company has paid fine of Rs.38,000 plus Rs.6,840 GST @18% Total Rs. 44,840 to Bombay Stock Exchange (BSE) for delayed submission of Secretarial Compliance Report under Regulation 24A(2) of the Securities and Exchange Board of India (Listing Obligations and Discbsure Requirements) Regulations, 2015 within the prescribed time period and also informed Stock Exchange of the corrective actbn initiated in this regard.

The Company has paid fine of Rs.2,20,000 plus Rs. 39,600 GST @18% Total Rs. 2,59,600 to Bombay Stock Exchange (BSE) for Delayed filing of Listing Application with Exchange for the allotment made on July 12,2024 and July 15, 2024 as per the SEBI Circular no. SEBI/HO/CFD/DIL2/ CIR/P/2019/94 dated August 19, 2019 specifying the fines to be imposed by the Stock Exchanges for non-compliance with certain provisions of SEBI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) within the prescribed time period and also informed Stock Exchange of the corrective action initiated in this regard.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The Changes in the composition of the Board of Directors that took place during the year under review were earned out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Resolutions have been approved by majority while the dissenting members, if any, views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the year under review the Members of the Company have approved following events:

a) Mr. Jisupriya Guhathakurta (DIN: 10306595) who was appointed as an Additional Director in the capacity of an Independent Director with effect from 5th February, 2024 was appointed as a Non-Executive Independent Director of the Company for a period of five consecutive years till 4th February, 2029, and that he shall not be liable to retire by rotation by passing Special Resolution dtd. 3rd May, 2024 by Postal Ballot process conducted through remote e-voting.

b) Ms. Smita D. Gaur(DIN: 10564597) who was appointed as an Additional Director in the capacity of an Independent Director with effect from 29^th March, 2024 was appointed as a Non-Executive Independent Director of the Company for a period of five consecutive years till 28” March, 2029, and that she shall not be liable to retire by rotation by passing Special Resolution dtd. 3rd May, 2024 by Postal Ballot process conducted through remote e-voting.

c) Issue of 6,69,660 Warrants, each convertible into an equivalent number of Equity Shares of the Company of face value of Rs.10/-] each (‘¦Warrants") [at a price of Rs.56/- (Rupees Fifty Six Only) per Warrant (WARRANTS ISSUE PRICE”), aggregating to Rs.3,75,00,960 (Rupees Three Crores Seventy Five Lakhs Nine Hundred Sixty only), which may be exercised in one or more tranches during the period commencing from the date of Allotment of the Warrants until the expiry of 18 (Eighteen) Months to Promoters and their relatives and all eligible Allottee(s)] (“PROPOSED PROMOTER ALLOTTES/ PROMOTER WARRANT HOLDERS”), by way of a Preferential Issue by passing Special Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on Thursday, 30th May, 2024.

d) Issue 8,92,840 Warrants, each convertible into an equivalent number of Equity Shares of the Company of face value of Rs.10/-j each (“Warrants") [at a price of Rs.56/- (Rupees Fifty Six Only) per Warrant (‘WARRANTS ISSUE PRICE”), aggregating to Rs.4,99,99,040 (Rupees Four Crores Ninety Nine Lakhs Ninety Nine Thousand Forty only), which may be exercised in one or more tranches during the period commencing from the date of Allotment of the Warrants until the expiry of 18 (Eighteen) Months to the Non Promoters and all eligible Allottee(s)] (“PROPOSED NON-PROMOTER ALLOTTES/ NON-PROMOTER WARRANT HOLDERS”), by way of a Preferential Issue by passing Special Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on Thursday, 30th May, 2024.

e) Increase in the Authorised Share capital from INR 35,00,00,000/- (Indian Rupees Thirty Five Crores Only) divided into 3,20,00,000 (Three Crores Twenty Lakhs) equity shares of INR 10/- (Indian Rupees Ten Only), 1,50,000 (One Lakh Fifty Thousand) cumulative convertible preference shares of Rs.100/- (Rupees Hundred Each) and 1,50,000 (One Lakh Fifty Thousand) cumulative Redeemable Preference Shares of Rs 100/-(Rupees Hundred Each) each to INR 50,00,00,000/- (Indian Rupees Fifty Crores Only) divided into 4,70,00,000 (Four Crore Seventy Lakhs) equity shares of INR 10/- (Indian Rupees Ten Only) each, 1,50,000 (One Lakh Fifty Thousand) cumulative convertible preference shares of Rs 100/-(Rupees Hundred Each) and 1,50,000 (One Lakh Fifty Thousand) cumulative Redeemable Preference Shares of Rs 100/-(Rupees Hundred Each) each by creation and addition of additional 1,50,00,000 (One Crore Fifty Lakh) equity shares of INR 10/- (Indian Rupees Ten Only) each and consequently the existing Capital Clause IV(a) of the Memorandum of Association of the Company was altered and substituted with new Clause IV(a) by passing Ordinary Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on Monday, 11th November, 2024.

f) Issue of 4,30,000 Warrants, each convertible into an equivalent number of Equity Shares of the Company of face value of Rs.10/- each (‘Warrants") [at a price of Rs.92/- (Rupees Ninety Two Only) per Warrant (“WARRANTS ISSUE PRICE"), aggregating to Rs.3,95,60,000/- (Rupees Three Crore Ninety Five Sixty Thousand), warrants may be exercised in one or more tranches during the period commencing from the date of Allotment of the Warrants until the expiry of 18 (Eighteen) Months to Promoters and all eligible Allottee(s)] (PROPOSED PROMOTER ALLOTTES / PROMOTER WARRANT HOLDERS”), by way of a Preferential Issue by passing Special Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on Monday, 11th November, 2024.

g) Issue of 69,29,750 Equity Shares of Rs. 10/- each and 3,39,500 Warrants, each convertible into an equivalent number of Equity Shares of the Company of face value of Rs 10/-] each (“Warrants”) [at a price of Rs 92/- (Rupees Ninety Two Only) per Share and per Wanant (SHARE AND WARRANTS ISSUE PRICE”), aggregating to Rs. 66,87,71,000 (Sixty Six crores eighty seven lakhs seventy one thousand ), which may be exercised in one or more tranches during the period commencing from the date of Allotment of the Warrants until the expiry of 18 (Eighteen) Months to Non Promoters and all eligible Allottee(s)] (“PROPOSED NON-PROMOTER ALLOTTES/ NON-PROMOTER SHARES AND WARRANT HOLDERS”), by way of a Preferential Issue by passing Special Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on Monday, 11th November, 2024.

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five consecutive years till 9th January, 2030 not be liable to retire by rotation by passing Special Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on Wednesday, 05th March, 2025.

i) Approval of Variation in terms of the objects of the Preferential Issue (i.e. issue of 69,29,750 equity shares to non-promoters and 7,69,500 warrants convertible into equity shares of the Company on preferential basis to certain identified promoters and non-promoters) as duly approved by the members by way of Special resolution dated November 11,2024, by passing Special Resolution in the Extra Ordinary General Meeting of the Members of the Company held on Wednesday, 05th March, 2025.

I further report that during the audit period there were no instances of (i) Public/ Rights issue of Shares/Debentures / Sweat Equity, (ii) Buy-back of securities, (iii) Redemption of Preference shares/ Debentures, (iv) Merger/Amalgamation/ reconstruction etc.(v) Foreign technical collaborations.

Annexure-A

To,

The Members,

Global Offshore Services Limited

3rd Floor, Prospect Chambers,

D N Road, Fort,

Mumbai- 400001.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test bases to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the Provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

ANNEXURE - E TO DIRECTORS REPORT

STATEMENT REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER CLAUSE (M) OF SUB-SECTION (1) OF SECTION 134 OF THE COMPANIES ACT, 2013INTHECOMPANIES (ACCOUNTS) RULES, 2014.

Item No. Particulars	Remark / Amount
A CONSERVATION OF ENERGY
(a) Steps taken and impact on conservation of Energy.	Being a Shipping Company, taking of energy conservation steps does not arise and the impact is not Applicable.
(b) Steps taken by the Company for utilizing alternate sources of energy.	NIL
(c) The capital investment on energy conservation on equipments.	NIL
B TECHNOLOGY ABSORPTION
(i) Efforts made towards technobgy absorption.	NIL
(ii) Benefits derived like Product improvement, cost reduction, product development or import substitution etc.	NIL
(iii) In case of imported technobgy (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished.	NIL
a) Technology Imported.	-
b) Year of Import.	-
c) Has technobgy been fully absorbed?	-
d) If not fully absorbed, Areas where absorptbn has not taken place and reasons thereof.	-
(iv) Expenditure on R & D	NIL
C FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Foreign exchange earned in terms of actual inflow (on account of charter hire earnings and interest etc.).	Rs. 1,849.62 Lakhs
(b) Foreign exchange outgo in terms of actual outflow. Operating expenses and interest payment etc.	Rs 423 84 Lakhs

ANNEXURE - FTP DIRECTORS REPORT

Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i] The ratio of the remuneration of each Director to the median remuneration of the empbyees of the Company for the financial year 2024

2025:

Name of Director.	Ratio of remuneration to median remuneration of Employees.
Mr. M. M. Honkan - Whole Time Director	4 87:1

The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2024-2025:

Name of Key Managerial Personnel:	% increase in remuneration in the financial year.
Mr. M. M. Honkan - Whole Time Director	0%
Mr. A. C. Chandarana - Company Secretary, President - Legal & Admin.	0%
Mr. P. S. Shah - Chief Financial Officer.	0%

The percentage increase in the median remuneration of employees in the financial year: On an annualized basis is 15%.

iv] The number of permanent employees on the rolls of Company : 16 (as on 31 st March, 2025).

v] Average percentile increase already made in the salaries of employees other than the Managerial personnel in the last financial year and its comparison with the percentile increase in the Managerial remuneration and justification thereof and any exceptional circumstances if any, for increase in the managerial remuneration : Average increase : 6%.

vi] Affirmation that the remuneration is as per the Remuneration Policy of the Company.

The Company affirms that remuneration is as per the Remuneration Policy of the Company.

vii] Details of top ten (10) empbyees in terms of remuneration drawn during the financial year 2024-25.

Sr. No.	Name of Employee & Designation.	Salary drawn during the year Rs. in lakhs	Remarks
1.	Mr. V.P. Mohile - President -Technical - (Part of the year).	24 02	Mr Mohile resigned during the year.
2.	Mr. K. S. Dave - President (Commercial)	53.83
3	Mr. M. M. Honkan - Whole-Time Director	5262
4	Mr. A. C. Chandarana - Company Secretary - President - Legal & Admin.	48.63
5	Mr. S. Kanwar - President - Operations & HSSE	45.14
6.	Mr. P. S. Shah - Chief Financial Officer.	45.57
7.	Mr. P. T. Malap - General Manager - Accounts	15.65
8.	Mr. M. S. Kudalkar - Senior Manager-HR & Admin.	11.90	·
9	Ms. Sarita Desa - Manager - Business Development.	10.62	·
10	Mr A U More - Manager Technical	16 15	·

Statement of particulars of empbyees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There is no empbyee whose salary exceeded Rs.8.50 Lakhs per month or Rs.1.02 Crore p.a.