Great Eastern Shipping Company Ltd

Your Directors are pleased to present the 77^th Annual Report on the business operations and the Financial Statements of your Company for the financial year ended March 31, 2025.

The financial results of your Company(standalone)for the financial year ended March 31, 2025 are presented below:

(incrores)

The net worth of the Company as on March 31, 2025 was? 11992.80 crores as compared to ' 10346.41 crores for the previous year.

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules, 2015.

During the year, your Directors declared and paid three interim dividends aggregating to ' 24.30 per equity share of ?10/- each. Subsequent to the end of the year, your Directors declared fourth interim dividend of ?5.40 per equity share. The aggregate outflow on account of the equity dividend for the year will be? 424.01 crores.

Your Directors have not recommended any final dividend for the year under review.

In Financial Year 2024 - 25 (FY 25), your Company recorded a total income of ? 4713.29 crores (Previous Year? 4723.59 crores) and earned a PBIDT of ? 3026.20 crores(Previous Year?3049.49 crores).

Crude tanker earnings started Q1 FY25 on a strong footing but softened for the rest of FY25 before rebounding again in March 2025.

At the start of Cal 2025, global oil refineries were enjoying attractive refining margins, continuing the trend seen since the pandemic. As the new Middle Eastern refineries ramped up in the early part of Cal 2025, margins cooled off significantly over H2 Cal 2025. Low margins typically discourage refineries from increasing output, and this was particularly true in China. Refiners, struggling with weak margins, reduced refinery outputs, and a similar trend occurred in Europe.

On the demand side, China - which has been the biggest driver of oil demand growth in the recent past - witnessed steep slowdown in demand growth as high EV penetration in passenger vehicle fleet and increased adoption of LNG trucks hurt oil demand. Weak global economic activity and higher interest rate environment also created a tough demand environment for oil.

Consequently, global crude oil demand was Oat year-over-year(y/y)in FY25. The Middle East crude oil demand growth of 4% y/y was offset by as lump in Chinese demand decline of 4% y/y. Weaker refining margins also led to decline in crude oil demand for EU by 2% y/y.

While 0PEC+ crude barrels were curtailed due to the voluntary cuts placed, United States, Canada, and Guyana ensured that the market remained supplied. Global crude oil production was Oat y/y in FY25.

Combination of decline in demand from consumption centres (Asia and EU) and domestic demand growth in exporting regions (Middle East, Nigeria, United States), adversely affected the crude oil trade in FY25. Chinese sea borne crude oil imports contracted by 5% y/y.

Overall, global sea borne crude oil trade declined by 2% y/y in FY25. However, tanker markets were aided by the conflict in Red Sea as a greater number of vessels took the longer route via the Cape of Good Hope for East-West/West-East trade. On the supply side, the global crude tanker fleet was flat y/y in nominal terms during the year.

The table below captures spot market earnings for the Suezmax and Afra max tanker segments over the financial year (in $/day).

Product tankers started 01 FY25 with robust earnings, mainly fuelled by the Red Sea crisis. The longer West-East and East-West voyages around the Cape of Good Hope kept the product fleet stretched.

However, high cost of shipping Clean Petroleum Products (CPP) led to traders cleaning up VLCC/Suezmax tankers and using them to carry CPP from East to Europe. This was a historic shift, as VLCC/Suez max tankers have very rarely been used to carry CPP on a regular basis. This move took significant market share away from LRs and MRs, resulting in a drop in CPP earnings for the rest of FY25.

The boost in CPP exports from Middle East due to new refineries was offset by a decline in Asian exports. Product tanker markets in the West fared relatively well as North American exports jumped 4% y/y due to lower refinery maintenance in United States and sustained exports to EU. Additionally, EU demand tapered off towards the end of FY25, thereby keeping the lid on key winter demand.

Sea borne product trade volumes declined by 1% y/y in FY25 while the product tanker fleet supply grew by 2%y/yinnominalterms.

The table below captures the market spot earnings of LR1 and MR product tankers over the financial year(in$/day).

Crude and product tanker asset prices softened during FY25. Values have dropped between 15% and 30% in FY25 depending upon the age profile and the type of the vessel.

Global oil demand remains uncertain amid renewed U.S. tariffs impacting trade, with key agencies sharply downgrading forecasts for H2 calendar 2025. The growing popularity of electric vehicles globally will also continue to weaken oil demand growth.

However, higher non-OPEC oil supply growth and the gradual unwinding of 0PEC+ cuts are expected to support crude oil sea borne trade volumes. Low oil prices driven by demand concerns and supply surplus could encourage strategic stockpiling by China but simultaneously hurt high-cost producers like U.S. shale.

On the geopolitical front, tightening sanctions on Russian oil shipments has boosted demand for crude tankers, particularly for unsanctioned vessels serving India and China. Additional sanctions on Iran may further drive unsanctioned oil flows as other OPEC nations may increase production to fill the void created by drop in Iranian exports. The potential resolution of the Russia-Ukraine war and the Gaza conflict remains a key overhang on tanker markets.

Meanwhile, the tanker order book has been steadily rising, with the crude tanker order book at-11% and product tankers at 21%. Consequently, deliveries are expected to ramp up in FY26. However, an ageing fleet coupled with stricter environmental regulations may result in accelerated scrapping, potentially tightening fleet availability even as vessel deliveries rise.

The VLGC markets experienced a significant drop in earnings during FY25, as increased water levels at the Panama Canal facilitated a rise in daily transits from the U.S. to the Far East, adversely affecting ton-miles. Moreover, the nominal fleet supply increased by approximately 8% y/yin FY25.

On the export front, the United States recorded 6% y/y growth, propelled by increasing domestic production and subdued local consumption. However, U.S. exports are now very close to the export terminal capacity; high terminal utilisation and weather-related disruptions during the year led to a spike in terminal fees. Consequently, terminals captured the larger share of the wide U.S.-Asia LPG arbitrage, and freight rates did not benefit. The other major LPG exporter, Middle East, exhibited a slower growth rate of 2% y/yin FY25 as OPEC countries continued their production cuts.

In FY25, demand stayed supported by new Propane Dehydrogenation (PDH) capacity coming online in China and robust residential/commercial demand in India, while imports into Northeast Asia remained flat during the period.

The table below captures the market spot earnings of VLGC over the financial year (in $/day).

Despite weaker VLGC earnings, asset values remained resilient, holding at very high levels.

LPG trade may be affected by the ongoing trade conflict between the United States and China. China imports approximately 18 million tons of LPG from U.S. which comes under recently announced tariffs. Unless the trade war is resolved, LPG trade is likely to see massive shifts as LPG exports from U.S. are directed away from China towards other Asian countries and Europe, while China imports more LPG from alternate sources. Furthermore, the demand for petrochemicals is expected to decline due to the trade tensions, which can also adversely affect the demand for LPG, a key feedstock for petrochemical production.

On the positive side, new export terminal capacities are expected to come online in U.S. during FY26, releasing some of the infrastructure bottlenecks. VLGC fleet growth is likely to remain under check during FY26. However, the massive delivery schedule for FY27 and FY28 may exert pressure on freight rates if demand does not increase correspondingly.

On a full year basis, average dry bulk freight earnings in FY25 were similar to FY24 averages across segments. The dry bulk freight market exhibited contrasting performance in FY25, with the first half showing robust y/y growth in earnings, whereas the second half experienced a notable decline in rates. This downturn was primarily attributed to a deceleration in trade growth during the latter part of the year.

The demand for dry bulk commodities began FY25 on a strong note; China's iron ore imports stayed robust, and inventories continued to rise. Despite a decline in coal demand in China during 01 FY25, attributed to a rise in hydroelectric power generation, imports into Southeast Asia and India held steady due to unusually warm summer temperatures.

During H2 FY25, the iron ore market experienced challenges as China's import demand dropped due to elevated inventory levels and a reduction in steel production. Nevertheless, unprecedented steel exports from China provided some assistance to local steel manufacturing. Additionally, weather disruptions in Australia and Brazil further disrupted iron ore trade in QA FY25.

In H2 FY25, coal imports to India and China experienced a y/y decrease due to robust domestic production growth and high coal inventory levels. An increase in electricity generation from non-coal sources further reduced the demand for coal in the power sector.

Grain trade remained firm during HI F25 driven by China's appetite for soybeans but started facing headwinds as Chinese imports demand for corn and wheat weakened. Grain exports from Black Sea and European region also collapsed due to adverse weather conditions affecting production.

Bauxite emerged as a notable commodity, experiencing a growth of 21% in FY25. The heightened demand from China, driven by significant expansions in alumina production capacity, continued to bolster the Capesize market throughout the year, with Guinea serving as the primary supplier. Robust trade in steel, fertilizers, and agricultural products contributed positively to the overall minor bulks trade during the year.

The nominal fleet supply increased by approximately 2.9% y/y in FY25. The Red Sea disruption kept supporting the market as vessels continued to transit through the Cape of Good Hope, effectively reducing the impact of fleet growth.

The table below shows the market spot earnings of the various categories of dry bulk ships over the financial year(in $/day):

While Capesize values have remained stable, values for sub-Capesize vessels have dropped by approximately 10% to 20% in FY25, depending upon the age profile and type of vessels.

Overall dry bulk trade growth prospects remain uncertain due to heightened uncertainties surrounding tariff escalations and potential negotiations. Increased stimulus measures from China aimed at bolstering their economy could positively influence market support.

Bauxite exports from Guinea are expected to continue providing support to the Capesize market. On the other hand, China's demand for iron ore may face challenges; steel production could be adversely affected if the trade war remains unresolved. With importers increasingly imposing anti-dumping duties on Chinese steel, China's steel exports may also encounter headwinds in the coming year. On the positive side, global iron ore inventories have been declining, and any replenishment could positively impact trade.

Coal trade may experience continued pressure if the trend of rising coal production in China and India persists in FY26, with elevated domestic coal inventory levels in these nations posing a concern forth trade. However, growth in electricity generation is highly contingent on weather conditions. Grain imports into China may see improvement due to increased soybean output from Brazil, although stronger domestic production in China is likely to limit demand for corn and wheat.

The bulk carrier order book currently represents 10% of the fleet, with the fleet expected to grow at approximately 3% in CY2025, similar to fleet growth in CY2024. However, the potential reversal of disruptions in the Red Sea remains a persistent risk, as it could reduce ton-miles and effectively lead to a loosening of the demand-supply balance.

As on March 31, 2025, your Company's fleet stood at 38 vessels, comprising 26 tankers (5 crude carriers, 17 product carriers, 4 LPG carriers land 12 dry bulk carriers (2 Capesize, 8 Kamsarmax, 2 Supramaxl with an average age of 14.29 years aggregating 3.04 Mn dwt.

During the financial year, your Company:

• took delivery of three Medium Range product tankers 'Jag Priya', 'Jag Prachi'and 'Jag Priyanka'.

• sold and delivered to the buyers four Medium Range product tankers 'Jag Pahel', 'Jag Pranam', 'Jag Pranav' and 'Jag Padma'; two Supramax dry bulkcarriers 'Jag Rani' and 'Jag Rishi'; and a Suezmax crude tanker'Jag Lalit'.

A detailed Asset Profile section forms part of this Annual Report.

Conventional return ratios are not appropriate to assess the performance or condition of your Company for the following reasons:

1. A very significant part of the return in shipping comes from the appreciation in the value of the asset itself. This does not enter the Profit and Loss account except at the time of sale.

2. In recent years, due to the change in accounting standards, the Company's profits have been affected very significantly by the movement in exchange rates. When the foreign currency debt is high than the foreign currency cash, this has the effect of increasing the Company's profits when the rupee appreciates against the US Dollar, and of reducing its profits when the rupee depreciates against the US Dollar. In reality, the depreciation of the rupee against the US Dollar improves the profitability of the Company.

Considering the cyclical and highly volatile nature of the shipping industry, the ability to survive weak markets, and if possible, even take advantage of them. is critical to success. The Company therefore believes that following are the key financial ratios applicable to its business:

1. Gross and Net Debt: Equity Ratio - This shows the extent of leverage taken by the business, both at a gross level and net of the cash and cash equivalents held. Net debt: equity is a standard ratio used in assessing a shipping company's creditworthiness.

There has been a significant improvement in these ratios over the course of FY 25, as a result of cash accrual, repayment of debt, and increase in net worth during the year.

2. Cash Debt Service Coverage Ratio - This represents the Company's ability to meet its debt servicing obligations. It is the sum of the PBIDT plus the cash and cash equivalents held by the Company divided by the expected debt service payments over the next 12 months.

This ratio stood at 15.23 as of end FY 25 versus 12.76 at the end of the previous financial year. The increase in the ratio is due to higher repayment in the current year.

3. Net Debt: PBIDT - This shows the number of years earnings it would take to cover the repayment of the debt which is not covered by the cash and equivalents.

The ratio was -1.66 as of end FY 25 versus -1.07 as at the end of the previous financial year. The level of the ratio is not currently relevant since the net debt is negative in both years.

4. Return on Net Worth-The ratio was 19.39% for FY 25 vs 24.55% for FY 24. The decrease was due to slightly lower profitability and higher net worth base during the year as against the previous year.

Your Company has carried out a detailed exercise to identify the various risks faced by your Company, and has put in place mitigation, control and monitoring plans for each of the risks. Risk owners have been identified for each risk, and these risk owners are responsible for controlling the respective risks. The efficacy of these processes is monitored on a regular basis by Risk Sub-Committees (comprising of Whole-time Directors and Senior Management Personnel of the Company) for the different areas in order to make continuous improvement and is further reviewed by the Risk Management Committee.

The Risk Management Committee currently consists of Mr. Bharat K. Sheth, Chairman, Mr. Amitabh Kumar, Mrs. Kalpana Morparia, Mr. T. N. Ninan, Mr. Uday Shankar and Mr. G. Shivakumar.

The Board of Directors and Audit Committee are regularly briefed onyourCompany's risk management process.

The material risks and challenges faced by your Company areas follows:

Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, if global economic growth is adversely impacted, it could have an unfavourable effect on the state of the shipping market.

OPEC nations control about one third of the world oil supply. Therefore, their decision on whether to increase or reduce crude production can have a material impact on the tanker freight markets.

Many of the countries producing and exporting crude oil are politically volatile and geographically located in sensitive areas. Any change in the political situation in these countries may alter the supply-demand scenario. This would have a consequential impact on the tanker market.

Issues such as sanctions and wars may also affect shipping markets.

Trade disputes between countries can turn into trade wars with erection of tariff and non-tariff barriers. The manner in which such barriers are implemented could have significant impact on trade volumes and routes.

China has been a major driver of global growth especially for commodities. If the economy falters or changes its policy towards import of various goods, the consequential damage to shipping will be significant.

The shipping industry is a truly global business with a host of issues potentially impacting the supply demand balance of the industry. This results in significant volatility in freight earnings and asset values.

Your Company attempts to manage that risk in various ways.

If your Company believes that the freight market could weaken, it may enter into time charter contracts ranging from 6 months to 3 years or use freight derivatives to hedge the risk. Another method of managing risk is by adjusting the mix of assets in the fleet through sale or purchase of ships.

As capital cost is a major cost component, your Company also ensures that assets are bought at cheap prices. Your Company hopes to weather the weak markets better than most players in the business by having among the lowest fleet break-evens.

Your Company operates ships in different asset classes and different markets. This ensures that your Company's fortunes are not fully dependent upon a single market.

The sale and purchase market and time charter markets are not always liquid. Therefore, there could be times when your Company is not able to position the portfolio in the ideal manner.

Your Company's business is predominantly USD denominated as freight rates are determined in USD and so are ship values. Your Company has its liabilities also denominated in USD. Any significant movement in currency or interest rates could meaningfully impact the financials of your Company.

Indian officers continue to be in great demand all over the world. Given the unfavourable taxes on a seafarer sailing on an Indian flagged vessel, it is difficult to source officers capable of meeting the modern-day challenges of worldwide trading.

A new and worrying threat to our business is cyber risk. Your Company is taking steps to secure its assets and systems from this threat, including by having suitable protection in place and by constant training to employees on how to avoid such issues.

Your Company has instituted internal financial control systems which are adequate for the nature of its business and the size of its operations. The policies and procedures adopted by your Company ensure the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The systems have been well documented and communicated. The systems are tested and audited from time to time by your Company and internal as well as statutory auditors to ensure that the systems are reinforced on an ongoing basis. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

The internal audit is carried out by a firm of external Chartered Accountants (Ernst & Young LLP) and covers all departments. Your Company also has an independent Internal Audit Department. Apart from facilitating the internal audit by Ernst & Young LLP, the Internal Audit Department also conducts internal audit as per the scope decided from time to time.

Both Ernst &Young LLP and Head (internal Audit) report to the Audit Committee in their capacity of internal auditors of your Company.

In the beginning of the year, the scope of the internal audit exercise including the key business processes and selected risk areas to be audited are finalised in consultation with the Audit Committee. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Audit Committee currently comprises of Mr. Keki Mistry (Chairman), Mrs. Bhavna Doshi, Mr. Raju Shukla and Mr. T. N. Ninan all of whom are Independent Directors and Mr. Berjis Desai, who is a Non-Executive Director.

The Consolidated Financial Statements have been prepared by your Company in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited Consolidated Financial Statements together with Auditors' Report thereon form part of the Annual Report.

The group recorded a consolidated net profit of' 2344.26 crores for the year under review as compared to net profit of? 2614.18 crores for the previous year. The net worth of the group as on March 31, 2025 was ' 14259.16 crores as compared to ' 12397.45 crores for the previous year.

The statement containing the salient features of the financial statements of your Company's subsidiaries for the year ended March 31,2025 is attached along with the financial statements of your Company.

The report on performance of the subsidiaries is as follows:

Greatship (India) Limited (GIL), wholly owned subsidiary of your Company and one of India's largest offshore oilfield services provider, experienced a good year of performance and turned in the highest profits since FY16. In the financial year 2024-25, GIL has recorded a total income of? 1,130.80 crores (previous year' 887.62 crores) on a standalone basis and ' 1,332.45 crores (previous year' 1,095.54 crores) on a consolidated basis. In the current financial year, GIL has earned a profit before interest, depreciation (including impairment) & tax of' 521.69 crores (previous year? 353.23 crores) and ? 630.71 crores (previous year ? 481.80 crores) on a standalone and consolidated basis, respectively. GIL's net profit for the current financial year is ? 183.55 crores (previous year? 58.56 crores) and ? 232.66 crores( previous year? 134.70 crores )on a standalone and consolidated basis, respectively.

The recovery in market conditions allowed GIL to improve consolidated revenue by 22% on a YoY basis, but comparable profitability metrics of EBIDTA and PAT improved by 31% and 73% respectively, demonstrating the operational leverage inherent in the business.

As of March 31, 2025, the cash balance in excess of ? 1,100 crores comfortably covered GIL's debt liability.

GIL has the following four wholly owned subsidiaries, whose performance during the year is summarized hereunder:

GGES has earned a net profit of USD 0.27 Mn for the current financial year same as in the previous year. The profit has been maintained at same levels as although the interest income was more in the current financial year, the tax expense was also on the higher side.

GGOS owns and operates two Multi-purpose Platform Supply and Support Vessels and one R-Class Supply Vessel. GGOS has earned a net profit of USD 7.25 Mn for the current financial year as against the net profit of USD 13.42 Mn in the previous year. The reason for the decrease in profit in the current financial year is mainly due to lower charter hire income and increased overall expenses.

GUK's net loss for the current financial year amounted to USD 0.02 Mn same as in the previous year. The net loss in the current financial year has been on account of certain expenses incurred by GUK.

During the year under review, on account of certain expenses incurred by GOSL, GOSL has incurred a loss of less than ? 0.01 crore in the current financial year as against net profit of less than ? 0.01 crore in the previous year. The net-profit in the previous year was on account of reversal of certain provisions.

The Great ship(Singapore) Pte. Ltd. is a wholly owned subsidiary of your Company. The Great ship (Singapore) Pte. Ltd. does shipping agency business for the ships owned by your Company. During the year ended March 31,2025, there were 90 ship calls at Singapore. The company's profit for the current financial year amounted to S$ 89,248 as compared to a profit of S$ 118,978 in the previous year.

The Great Eastern Chartering LLC (FZC) is a wholly owned subsidiary of your Company. During the year ended March 31, 2025, the company made a loss of USD 6.55 Mn (previous year profit of USD 15.08 Mn). The company has invested in shares of some listed shipping companies and these shares were valued at USD 23.86 Mn as of March 31, 2025.

The Great Eastern Chartering (Singapore) Pte. Ltd. is a wholly owned subsidiary of The Great Eastern Chartering LLC (FZC), UAE. During the financial year ended March 31, 2025, the company made a profit of USD 1.01 Mn (previous year profit of USD 7.83 Mn). As of March 31, 2025, the company held positions in dry bulk freight futures and fuel oil futures.

Great Eastern Foundation (Foundation) is a wholly owned subsidiary of your Company which handles the CSR activities of your Company and its subsidiaries. The Foundation received a total contribution of ? 34.90 crores from your Company during the year ended March 31, 2025. The Foundation spent ? 21.69 crores on CSR activities during the year.

The name of the company was changed from 'Great Eastern CSR Foundation 'to 'Great Eastern Foundation 'w.e.f. December 23, 2024.

Details of CSR activities carried out by Great Eastern Foundation are set out in the reports on CSR activities which form part of this Annual Report.

Great Eastern Services Limited ('GESL') is a wholly owned subsidiary of your Company. The company made a loss of? 2,77,743 for the year ended March 31, 2025 as compared to a loss of ' 42,186 for the year ended March 31, 2024.

GESL has not yet started its commercial operations. With a view to save on administrative time and cost, the Board of Directors of your Company has granted its approval for voluntarily liquidation/ striking off of GESL.

GESHIPPING (IFSC) Limited ('GE IFSC') was incorporated on May 02, 2024 as a wholly owned subsidiary of your Company in International Financial Services Centre ('IFSC') at Gift City, Gandhi nagar, Gujarat with the main object of 'ship leasing 'which shall include owning, operating and chartering of vessels and other permissible activities as per the International Financial Services Centres Authority Act, 2019.

During the year, your Company has made an investment of ' 50 crores in equity shares of GE IFSC in tranches. Your Company also granted a term loan of USD 10 Mn to GE IFSC in tranches.

During the year, the company has commenced its commercial operations and incurred a loss of USD 1.49 Mn.

During the year, no fresh debt was raised. The gross debt: equity ratio as on March 31, 2025 was 0.12:1 (including effect of currency swaps on rupee debt was 0.16:1) and the debt: equity ratio net of cash and cash equivalents as on March 31, 2025 was -0.42:1 (including effect of currency swaps on rupee debt was -0.38:1). The Company repaid/prepaid External Commercial Borrowings aggregating to?338.87 crores and redeemed Non-convertible Debentures aggregating to ?400.00 crores during the year and also settled the swaps relating to those debentures.

The last few years have been very challenging for the shipping industry. Geopolitical instability, trade disruption in Red Sea due to attacks on merchant ships, and the ongoing tariff war have caused uncertainty. Simultaneously, the maritime industry is working on ambitious decarbonization targets. New environmental regulations are being implemented with a focus on achieving net-zero emissions by 2050. Your Company's committed teams on board and ashore ensured the implementation of risk-based plan, helping to minimize its impact on business operations to a larger extent.

Your Company believes in ensuring clean seas, reducing generation of waste and avoiding pollution at sea. This year also your Company had zero spills to sea. Continuing its quest to decarbonize the fleet, your Company has fitted redesigned efficient propellers, MAN B&W EcoCam, adaptive autopilot retrofit on selected ships and an ultrasonic equipment for bio fouling protection of propeller on four different vessels. The Company also continued with other earlier initiatives like fitment of LED lighting and application of high-performance hull coatings. Additionally, the Company is in process of generating voluntary market carbon credits for the applicable energy savings devices from Gold Standards and enrolled selected ships in Environmental Ship Index (ESI) program.

Your Company cares for its employees and has taken enhanced measures towards their health and safety. For the benefit of all shore employees, the Company continued arrangements like work from home option for junior levels and remote offices located in Mumbai suburbs. For the benefits of seafarers, the Company has provided free limited internet access to all seafarers onboard ship for better social connectivity. Additionally, a remote expert counselling service for mental wellbeing, enhanced pre-employment mental examination from experts, annual health insurance for senior officers and their spouses, and a dedicated crew relationship officer for managing their welfare are in place.

Training and Assessment (T&A) department continues to be guided by your Company's vision to man the fleet with competent, confident and well- prepared seafarers. In alignment with this vision, the department remains focused on delivering high-quality training, adapting to evolving industry needs and reinforcing your company's reputation for operational excellence and sustainability.

Your Company's Training Centre remains certified as a Maritime Training Provider (MTP) by Det Norske Veritas (DNV), following regular successful audits. During the DNV MTP audit, positive observations were noted — particularly the in-house ME Engine Course developed using the Full Mission Engine Room Simulator and the methodology form easuring training effectiveness developed by the T&A department.

The Centre continues to deliver training aligned with current maritime regulatory standards and best practices, ensuring that the Company's seafarers are well-equipped for present and future operational demands.

Your Company's diversified training portfolio includes classroom courses coupled with hands-on workshop training, computerized training exercises, onboard sailing training, seminars and webinars. The inhouse developed SKILLUP On-The-Job Skill Upgradation Program guides career progression and is focused on competency enhancement.

T&A department leverages the Company owned state-of-the-art simulation facilities, including the Full Mission Engine Room Simulator, Full Mission Bridge Simulator, ECDIS TRANSAS Navi-Trainer Professional, ECDIS JRC Type-Specific Simulator and Steering Simulator to deliver comprehensive, hands-on training to seafarers.

During FY25, the T&A department expanded its offerings with the introduction of new courses and training that support safety, technology adaptation and emerging regulatory requirements.

Assessment protocols remain rigorous and rank-specific, with an emphasis on both technical proficiency and behavioral competencies.

Furthermore, acknowledging the importance of seafarers' mental well-being, the Company has continued to embed mental health and emotional resilience modules within its training framework. These are aimed at having a safer and healthier shipboard environment.

The T&A department remains closely connected with maritime regulatory developments through active engagement with various national and international forums. This helps ensure that your Company's training programs remain not only compliant but forward-looking.

In FY 2024-25, the IT department has continued on its digital transformation implementation journey. The Company has successfully implemented a series of strategic initiatives aimed at technology modernization and innovation with adoption of GenAI, loT, Robotics Process Automation (RPA) and Cloud technologies in Software as a Service (SaaS) model with industry best platforms adoption. These efforts have resulted in business process optimization and improved operational efficiency.

The Company continued to drive business enablement through the strategic adoption of emerging technologies and a strong emphasis on process standardization and automation under the Rise with SAP program. Key achievements include:

• Successful implementation and stabilization of Industry leading Shipping ERP SaaS platforms including Veson IMOS, Stormgeo and HarborLab to support various operating functions with seamless data integration with core accounting system (SAP Rise with S4HANA).

• Successful automation of Accounts Payable (AP) processes, enhancing efficiency in finance operations.

• Deployment of real-time analytics dashboards, enabling departments to access actionable insights and make data-driven decisions.

• Business Process Reengineering and Blueprinting for technology automation of corporate functions, paving the way for further process improvements across support areas.

• Implementation of RPA and initiation of Gen Al Pilots to Evaluate Practical Value, Efficiency, and Productivity Impact.

These initiatives have collectively improved decision-making, streamlined operations, and contributed to long-term, sustainable business efficiency - all further strengthening the Company's competitive positioning.

The Company has made significant technological upgrades to maritime IT systems including infrastructure and communication systems to drive operational excellence and digital innovation. Overall change in IT landscape for vessel has improved operational reliability, increased efficiency and cyber resilience. Some of the key highlights include:

• Rollout of LEO technology (Starlink) communication systems with multitier back-up across the fleet for faster, more reliable maritime communications.

• Implementation of loT-enabled systems for real-time data capture and vessel performance monitoring resulting in improved operational efficiency and safety.

• Standardization of IT Infrastructure and modernization of LAN/ WAN setup for better operations control and improved cyber security.

These upgrades to onboard IT systems continue to elevate system performance and enrich the digital user experience for crew members.

The Company's comprehensive Business Continuity Plan ('BCP') has ensured uninterrupted operations remained a key strategic priority throughout the year. The Company has adopted cloud DR strategy for more agile response and has successfully tested and run five-day live business operations from Disaster Recovery setup. The exercise validated the organization's preparedness, with all operations—including those onboard vessels— continuing seamlessly. This demonstrated the Company's enhanced resilience and operational readiness in the face of potential disruptions.

The Company continued to prioritise cybersecurity, adopting a proactive and layered approach to safeguard IT assets across both shore-based and maritime operations. Keyinitiatives undertaken during the year included:

• Deployment of Continuous Threat Exposure Management (CTEM)and Cyber Scorecards to enable real-time risk identification and mitigation.

• Ongoing upgrades to IT infrastructure, ensuring compliance with the latest security protocols and industry best practices.

• Established Cyber Programme Management framework for risk monitoring and operations management.

Collectively, these measures significantly strengthened the Company's cyber resilience, enhancing its ability to anticipate, detect, and respond to evolving cyber threats.

The Company remains firmly committed to technological innovation as a strategic lever for improving productivity and operational efficiency, guided by a well-defined IT Strategy and Digital Transformation Roadmap. The Company further plans for continuing its digital journey with focus on business enablement, process optimization, data protection and governance, and improved real-time visibility leading to operational safety and efficiency.

During the year, the organization carried out various talent development interventions to enhance workforce capability. Sessions on team building, leadership and managerial effectiveness, 360-degree feedback process and one to one coaching were part of this endeavour. Employee town hall and other social events ensured that the culture fabric of the Company remained cohesive. Hybrid work mode and co working spaces enabled employees to attain work life balance while maintaining employee productivity. The Company was able to sustain a high employee engagement score during the year(80%). Employee retention stood at 96%.

Total number of shore staff and ship board personnel was 266 and 1,862 respectively at the end of the year.

In the fiscal year 2024-2025, The Great Eastern Institute of Maritime Studies continued to uphold very high standards in maritime training.

GEIMS has once again demonstrated its commitment to excellence by receiving the prestigious 'Excellence in Maritime Training' award at the 11^th International Samudra Manthan Awards 2024. This recognition reaffirms the institute's dedication to upholding best in class training standards.

This year marked significant expansion efforts for GEIMS, including its inaugural road show at Mumbai and Karnataka. GEIMS extended guidance to numerous individuals interested in pursuing careers in the merchant navy. Similar road shows were successfully conducted across colleges and universities inMumbai.Bangaloreand Mysore, broadening its reach and fostering greater awareness of maritime career opportunities.

In FY 2024-25, GEIMS proudly graduated 400 cadets from its four pre-sea courses: DNS, GME, ETO and GP Rating. Additionally, GEIMS welcomed 408 new cadets into these esteemed programs, further solidifying its role in shaping the future of maritime professionals.

GEIMS cadets won various prizes in competitions in paper presentations organized by IMU and showed their talent in sporting events too. Cadets have received prize in INSA paper presentation "Augmented reality: a new horizon in ship navigation". The joint team of the Company and GEIMS won the Runners up trophy at the Maritime Soccer League 2024. Faculty members upgraded their skills by attending simulator courses and participating in seminars along with senior floating staff of the Company.

The highlight of the year was the vibrant celebration of GEIMS's 20^th Foundation Day. The event, graced by esteemed chief guests Dr. Malini V. Shankar, (Vice Chancellor - Indian Maritime University) and Capt. NikunjParashar, (Founder - Sagar Defence Engineering Pvt. Ltd.), honored Cadet Ashwija Gowda with the 'Best Girl Cadet of the Year' award. The event was attended by luminaries of the industry and garnered significant media coverage, emphasizing GEIMS's prominence in the industry.

GEIMS's commitment to excellence is reflected in its consistent CIP grade of' A+'. Its CIP points increased from 96.45% to 96.49% this year, a testament to its unwavering dedication to enhancing maritime training standards. These achievements, coupled with its relentless pursuit of improvement, positions GEIMS to be the best MTI in the years to come.

Your Company has always been conscious of its role as a good corporate citizen and strives to fulfil this role by running its business with utmost care for the environment and all the stakeholders. Your Company looks at Corporate Social Responsibility (CSR) activities as a significant tool to contribute to the society.

The Board of Directors of your Company has constituted a Committee of Directors, known as the Corporate Social Responsibility Committee, currently comprising of Mrs. Bhavna Doshi (Chairperson), Mr. Raju Shukla and Mr. Bharat K. Sheth to steer its CSR activities.

Copy of the Corporate Social Responsibility Policy of your Company as recommended by the CSR Committee and approved by the Board is enclosed as 'Annexure A'. The CSR Policy is also available on the website of yourCompany: www.greatship.com.

The CSR Policy is implemented by your Company through Great Eastern Foundation (formerly 'Great Eastern CSR Foundation'), a wholly owned subsidiary of your Company, specifically set up for the purpose.

During FY 2024-25, ' 34.90 crores were contributed by your Company to Great Eastern Foundation for undertaking CSR activities as per the provisions of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is enclosed herewith as 'Annexure B'.

The first term of office of Mr. Raju Shukla and Mr. Ranjit Pandit as Independent Directors of the Company expired on May 31, 2024. The members reappointed them as Independent Directors of the Company for a second term of 3 years w.e.f. June 01, 2024, by passing special resolutions through postal ballot, the results of which were declared on May 03, 2024.

The Board of Directors, at its meeting held on May 10,2024, recommended to the members the appointment of Mrs. Kalpana Morparia as an Independent Director of the Company for a term of 5 years w.e.f. November 14, 2024.

The members, at their Annual General Meeting held on August 01,2024, approved the appointment of Mrs. Kalpana Morparia as an Independent Director of the Company for a term of 5 years w.e.f. November 14, 2024. The members also approved the re-appointment of Mr. K.M. Sheth as a Director of the Company, liable to retire by rotation.

During the year, the term of appointment of Mr. Tapas loot as Executive Director of the Company ended on November 01, 2024. Due to his indifferent health, Mr. Tapas loot also stepped down as Director from the Board of the Company w.e.f. close of business hours on November 01, 2024.

Your Directors place on record their heartfelt appreciation for the leadership and invaluable contribution made by Mr. Tapas Icot during his association of over 3 decades with the Company.

Mrs. Rita Bhagwati ceased to be an Independent Director on the Board of the Company upon completion of her second term w.e.f. close of business hours on November 13, 2024.

Dr. Shankar N. Acharya ceased to be an Independent Director on the Board of the Company upon completion of his second term w.e.f. close of business hours on February 04, 2025.

Your Directors place on record their appreciation for the valuable guidance and support extended by Mrs. Rita Bhagwati and Dr. Shankar N. Acharya during their tenure as Independent Directors of the Company.

The Board of Directors, at its meeting held on January 28, 2025, appointed Mr. Amitabh Kumar as an Additional and Independent Director of the Company for a term of 5 years w.e.f. January 28, 2025. The members approved his appointment by passing a special resolution through postal ballot, the results of which were declared on March 27, 2025.

The first term of office of Mr. T. N. Ninan, Mr. Uday Shankar and Mr. Shivshankar Menon as Independent Directors of the Company expired on May 05, 2025. The members approved the re-appointment of Mr. T. N. Ninan and Mr. Uday Shankar as Independent Directors of the Company for a second term of 5 years w.e.f. May 06, 2025, by passing special resolutions through postal ballot, the results of which were declared on March 27, 2025. However, the special resolution for re-appointment of Mr. Shivshankar Menon could not be passed as 70.87% votes were cast in favour of the resolution as against the requirement of 75% votes. Accordingly, Mr. Shivshankar Menon ceased to bean Independent Director of the Company w.e.f. May06, 2025.

Mr. Shivshankar Menon is one of India's most influential foreign policy thinkers and is widely respected for his expertise in global geopolitics. The Company has benefited immensely from the insights provided by Mr. Shivshankar Menon during his first term, and it is imperative that he continues to be associated with the Company in the capacity of a Board member.

Considering the same, the Nomination and Remuneration Committee and Board of Directors, at their meetings held on May 09, 2025, have again recommended to the members, at the ensuing Annual General Meeting, the re-appointment of Mr. Shivshankar Menon as an Independent Director of the Company for a second term of 5 years w.e.f. August 02, 2025.

Notice under Section 160 of the Companies Act, 2013 has been received in respect of the re-appointment of Mr. Shivshankar Menon as an Independent Director of the Company.

The Board of Directors, at its meeting held on May 09, 2025, re-appointed, subject to the approval of the shareholders in the ensuing Annual General Meeting, Mr. Bharat K. Sheth as 'Managing Director' and Mr. G. Shivakumar as 'Executive Director' for a term of 5 years with effect from April 01, 2026 and November 14, 2025 respectively.

Mr. Ravi K. Sheth, Non-Executive Director, vide his letter dated October 25, 2024, offered to retire by rotation with a view to enable the Company to comply with the provisions of Section 152(6) of the Companies Act, 2013(regarding directors retiring by rotation), post Mr. Tapas loot stepping down.

Accordingly, Mr. Ravi K. Sheth shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary resolutions for re- appointment of Mr. Shivshankar Menon as an 'Independent Director', re-appointment of Mr. Bharat K. Sheth as 'Managing Director', re-appointment of Mr. G. Shivakumar as 'Executive Director' and re-appointment of Mr. Ravi K. Sheth as a 'Director retiring by rotation' have been included in the Notice convening the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1Xb) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

The policies on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees are enclosed herewith as Annexure 'C' and 'D' respectively.

The details of remuneration as required to be disclosed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure 'E'.

During the year, Mr. Bharat K. Sheth, who is also the Non-executive Chairman of Great ship (India) Ltd. (GIL), a wholly owned subsidiary of the Company, was in receipt of remuneration of ' 72 lakhs for FY 2023-24 from GIL. The Board of Directors of GIL have approved payment of remuneration of ' 81 lakhs for FY 2024-25 to Mr. Bharat K. Sheth, subject to GIL's shareholders' approval.

During the year, 5 meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report.

With a view to bring in objectivity and independence in the process of performance evaluation of the Board, its Committees and individual Directors, your Company engaged the services of Talentonic HR Solutions Private Limited ('Talentonic') to assist in conducting performance evaluation for FY 2024-25.

Talentonic conducted the assessment in line with the regulatory requirements and leading practices in the market and submitted its Board Evaluation Reports. They made a comprehensive presentation of their findings at the meeting of the Independent Directors of the Company. The annual performance evaluation of the Board, its committees and the Directors individually was done based on the same.

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of Independent Directors reviewed performance of your Company, Board as a whole and Non-Independent Directors (including Chairman) of your Company. The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of your Company and the Directors.

Pursuant to the requirement of Section 134(3) of the Companies Act, 2013, the Board of Directors hereby state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 financial year and of the profit and loss of the company for that period;

(c) the directors had 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 had 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has formally adopted the 'National Guidelines on Responsible Business Conduct'('NGRBC') issued by Ministry of Corporate Affairs. The applicable aspects of the principles of NGRBC have been suitably incorporated in the internal policy framework and operating processes followed by your Company.

The Business Responsibility and Sustainability Report (BRSR) as per the format specified by Securities and Exchange Board of India forms part of this Annual Report. Your Company is voluntarily undertaking external assurance of BRSR Core Indicators for FY 2024-25 from DNV Business Assurance India Private Limited.

A separate section on Environment, Social & Governance(ESG)also forms partofthisAnnual Report.

Copyof Annual Return as required under Section 92(3) of the Companies Act, 2013 has been placed at the website of your Company: www.qreatship.com

With a view to create safe workplace, your Company has formulated and implemented Sexual Harassment (Prevention, Prohibition and Redressal) Policy in accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. For the purpose of handling and addressing complaints regarding sexual harassment, your Company has constituted Internal Complaint Committee with an external lady representative (who has the requisite experience in this area) as a member of the Committee. To build awareness in this area, your Company also conducts awareness programmes within the organisation.

During the year, no complaints with allegations of sexual harassment were received by the Company.

Your Company has established a vigil mechanism (Whistle Blower Policy)for Directors and employees to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases. No personnel was denied access to the Audit Committee.

A copy of the Whistle Blower Policy is available on the website of your Company: www.greatship.com

Your Company has formulated a policy on dealing with Related Party Transactions, a copy of which is available on the website of your Company: www.greatship.com

The particulars of contracts or arrangements with related parties in FormA0C2is annexed herewith as 'Annexure F".

All the related party transactions have been entered into by your Company in the ordinary course of business and on arm's length basis.

The Dividend Distribution Policy of your Company is available on the website of your Company: www.qreatship.com

The IMO is implementing regulations to reduce greenhouse gas (GHG) emissions from ships, with a focus on achieving net-zero emissions by 2050. Your Company has been undertaking various initiatives about enhancing energy efficiency in its business operations. The same have also been described in detail in the BRSR & ESG Reports, which form part of this Annual Report.

In its efforts to reduce emissions, your Company has implemented the following energy efficiency projects on various vessels during this financial year. Few of these will help in complying with IMO and EU regulations on emission reduction:

• Redesigned Propellers - Fitted on 02 LR tankers in this fiscal, with this the Company has completed fitment on total 04 LR tankers. These propellers are lighter in weight and have an improved design profile which will help in emissions reduction. These will also help in reduction of underwater noise.

• MAN B&W EcoCam - Retrofit was completed on 02 vessels during their respective dry dockings. This will assist in emission reduction during part load operations of main propulsion engine.

• Ultrasonic equipment for biofouling protection of propellers - This was installed on 04 vessels and the Company plans to install the same on selected vessels in the coming fiscal year.

• Adaptive autopilot retrofit was completed on 07 vessels. This will assist in reducing cross-track error during vessel's navigation and thereby resulting in reduced emissions.

• LED lighting - 03 vessels. LED lights are energy efficient as compared to traditional lights such as fluorescent, halogen and incandescent lights.

• High performance paints - For a typical ship loss of energy through hull resistance is around 30% and this increases with growth of hull roughness due to biofouling. To minimize growth of biofouling, your Company has applied superior anti-fouling coatings on 04 vessels during their respective dry dockings in this financial year.

During the year, your Company has made a total capital investment of USD 34,16,629 on energy conservation equipments.

IMO DCS Data for the calendar year 2024 has been submitted to R.O. by the due date for their review. And a similar exercise for corresponding requirement of European Union, but applicable to vessels which have made commercial voyages to or from EU for the calendar year 2024, has been completed.

Your Company is tracking and monitoring the Carbon Intensity Indicator(Cll) ratings for all its vessels. This will help the organization in timely identifying the vessels which will require improvement and appropriate actions can be planned accordingly. In CY 2024, 85% of ourships were rated Cor better.

For EU ETS, the Company has contracted with couple of reputed brokers for the purchase & management of EUAs for non-pool vessels and for pool vessels it will be handled by respective pool managers. Your Company has opened Maritime Operator Holding Account (MOHA) with Spanish Registry for holding and submission of EUA allowances. For FuelEU Maritime, the Company is in discussions with the parties who are providing the pooling option of compliance balance units for the non-pool vessels and for pool vessels it will be managed by respective pool managers either by pooling option or by usage of biofuel blends.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP were re-appointed as the Statutory Auditors of your Company at the Annual General Meeting held on July 29, 2022 to hold office until the conclusion of the 79th Annual General Meeting to be held in the calendar year 2027.

The report given by the Auditors on the financial statements of your Company is part of this Report. There are no qualifications, adverse remarks of disclaimer given by the Auditors in their Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company appointed M/s. Mehta & Mehta, Company Secretaries to undertake the Secretarial Audit of your Company for the financial year endedMarch31,2025. The Secretarial Audit Report of your Company is annexed herewith as "Annexure G".

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee and the Board of Directors of the Company have recommended the appointment of M/s. Mehta & Mehta, Company Secretaries as Secretarial Auditors of the Company for a term of 5 financial years with effect from April 01, 2025.

Necessary resolution for appointment of M/s Mehta & Mehta as Secretarial Auditors of the Company have been included in the Notice convening the ensuing Annual General Meeting.

The Secretarial Audit Report of Great ship (India) Limited, the material unlisted Indian subsidiary of your Company, is annexed herewith as "Annexure H".

The details of Foreign Exchange Earnings and Outgo are as follows:

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not required by your Company.

Neither any application was made, nor any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 in respect of your Company during or at the end of the financial year 2024-25.

The disclosures on valuation of assets as required under Rule 8(5Xxii)of the Companies (Accounts) Rules, 2014 are not applicable.

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees through their dedicated services to your Company. Your Directors look forward to their continued support.

The Great Eastern Shipping Company Ltd. is the largest private sector shipping company in India. Over the last 70 years the company has managed to methodically build its capacity and grow, despite the volatility of international shipping markets. The Great Eastern Group (GE Group) includes:

1. The Great Eastern Shipping Company Ltd. (GES): GES is involved in the bulk shipping business i.e. transportation of crude oil, petroleum products, gas and dry bulk commodities.

2. Greatship (India)Limited(GIL): GIL is a wholly-owned subsidiary of GES that provides offshore oilfield services with the principal activity of owning and/or operating offshore supply vessels and mobile offshore drilling rigs.

3. Great Eastern CSR Foundation (GECSRF) (now Great Eastern Foundation): The enactment of Section 135 of the Companies Act, 2013, Corporate Social Responsibility (CSR) policy by the Ministry of Corporate Affairs, has marked India as the only country to regulate and make CSR mandatory for eligible companies falling under the Act.

Following this policy, GECSRF, a wholly owned not-for-profit subsidiary of GES was incorporated in February 2015 to implement CSR activities of the GE Group. Through GECSRF, the GE Group aims to extend the scope of social welfare activities to the vulnerable, marginalized and low-income population in India.

Conforming to the activities as mentioned under Schedule VII, Section 135 of the Companies Act and, aligning our commitment to the globally accepted Sustainable Development Goals(SDG's), GE Group's focus areas are:

a. Education: We are committed to support initiatives that aim to improve the quality of education, with a focus on building capacities of teachers and educators.

b. Health: We aim to improve health outcomes for adolescent girls, pregnant women, infants, other women and communities at large.

c. Livelihoods: We aim to enhance livelihood opportunities for women and youth by supporting organisations that focus on skill building, women empowerment and sustainable farming practices.

In addition to the focus areas, GE Group will also be open to consider support to other are as mentioned under Schedule VII of the Companies Act, 2013.

GE Group is open to support organizations across India. However, we will be more keen to support interventions that address needs of vulnerable, marginalized and low-income population in rural areas.

Since the financial year starting 2014-15, GES and GIL have committed to spend at least 2% of the average net profits over the past three financial years in accordance with the applicable provisions of the Companies Act, 2013(Act), on Corporate Social Responsibility(CSR)causes.

The CSR Committees of GES/GIL will recommend the CSR spend towards CSR cause during the year to their Boards for approval.

In the event any surplus arises out of the CSR activities, it shall not form part of the business profits, and shall be ploughed back into the CSR activities as per applicable provisions of the Act.

The Corporate Social Responsibility (CSR)Governance structure at GE Group comprises three levels:

a. Board of Directors

b. CSR Committee

c. CSR Team

The Boards of GES/GIL will be responsible for:

• Approving the CSR policy as formulated and recommended by the CSR Committee.

• Approving the Annual Action Plan and any alterations there to, as recommended by the CSR Committee.

• Ensuring, through the CSR Committee, that in each financial year GES and GIL spend at least 2% of the average net profits over the past three financial years in accordance with the applicable provisions of the Act.

• Ensuring, through the CSR Committee, that funds committed by the Company for CSR activities are utilized effectively.

• Ensuring that the funds disbursed have been utilised for the purposes and in the manner as approved by it. (Chief Financial Officer shall certify to that effect.)

• Monitoring the implementation of the Ongoing Projects (i.e. multi-year projects having timelines not exceeding 3 years excluding the financial year in which it was commenced) with reference to the approved timelines and year-wise allocation and make modifications, if any, for smooth implementation thereof.

• Ensuring that applicable disclosures on CSR are made in their respective annual report on CSR included in their Board's Report and on their respective websites.

• Ensuring that the administrative overheads (i.e. expenses for general management and administration not including expenses for designing, implementation, monitoring, and evaluation etc. of a particular project) of the CSR functions does not exceed 5% of the total CSR expenditure for the financial year.

The Board of Directors of GES and GIL have constituted Committees of Directors known as the CSR Committees. The functions of the Committees will be as follows:

• To formulate and recommend the CSR policy.

• To formulate and recommend to the Board an Annual Action Plan as prescribed under the Act and any alterations thereto.

• To recommend CSR budget for each year.

• To review and approve the fund allocation for partners.

• To monitor the CSR activities and report the same.

The CSR team leads the day to day CSR activities of the GE Group. Its functions are as follows:

• Formulate and recommend to CSR Committees, Annual Action Plan (including alterations thereto) which shall include the following:

a. details of projects / programmes to be undertaken

b. manner of execution

c. modalities of utilization of funds and implementation schedules

d. monitoring and reporting mechanism

e. need for impact assessment, if any.

• Implementation of the approved Annual Action Plan.

• Identify potential partners and facilitate an end to end partner selection process.

• Timely review of the budgets and approved disbursements to the partners.

• Monitoring utilization of funds disbursed to the partners.

• Periodically visit the programmes and evaluate the progress on ground.

• Undertaking impact assessment through independent agencies, if required.

• Share progress updates with CSR Committees / Boards of GES / GIL as and when required.

• Disclosure of details of CSR activities (including projects approved)on website of GES/GIL.

• Monitoring unspent amount as on 31st March every year and recommend its transfer to Unspent CSR Account / government funds as per the requirements of the Act.

i. Any NGO registered as a Society/ Public Charitable Trust / company established in India under Section 8 of the Act and having CSR Registration Number from the Ministry of Corporate Affairs whose vision and values are aligned with any of our CSR focus areas or activities under Schedule VII can reach out to GECSRF.

ii. It should meet the basic statutory requirements (section 6.d.), including: documents such as the Registration certificate, valid Income Tax exemption certificates and Audited Financial statements for the last three years

iii. The CSR team may reach out to NGOs based on references from the existing partners, CSR Committee or Board members and other stakeholders.

• Once the NGOs are identified, a due diligence process will be initiated to evaluate organization's operations, programmes and statutory compliances before making any decisions for partnership opportunities.

• A combination of meetings and visits will be conducted to complete the due diligence process.

• Recommendations will be shared with the CSR Committee of GES/GIL for review and approval/recommendation to the Board.

• Once approved, the CSR team will draft a Memorandum of Understanding (MoU)with the selected organization.

• Maintain a record of all basic compliance requirement documents:

i. 80Gcertificate

ii. Registration Certificate

iii. PAN Card

iv. 12 A Registration

v. Financial statements and Audit reports for the last three years

vi. CSR Registration Number from Ministry of Corporate Affairs

• The CSR team under the guidance of GES/GIL Legal and Compliance team and in consultation with the potential partner will finalize the MoU.

The CSR Team will periodically monitor and evaluate each project in accordance with the annual action plan to ensure its smooth implementation. This will include review of progress reports and fund utilization (quarterly and annually), project site visits, and meetings with partner organisations.

Any additional third-party evaluation / impact assessment will be conducted as per the requirements for any partner(s) or as may be required under the Act.

GE Group further aims to provide and facilitate employee engagement opportunities to the employees.

The GE Group will follow the applicable Accounting, Auditing and Reporting practices.

This Policy has been recommended by the Corporate Social Responsibility Committee of the Company at its meeting held on March 5, 2021 and has been adopted by the Board of Directors of the Company at their meeting held on March 5, 2021. This Policy is effective from March 05, 2021 and replaces the existing CSR Policy of the Company.

Following the enactment of Section 135 of the Companies Act, 2013, regarding Corporate Social Responsibility (CSR) policy by the Ministry of Corporate Affairs, the Great Eastern Group ('GE Group') incorporated a wholly owned not-for-profit subsidiary - Great Eastern Foundation ('GE Foundation')(formerly' Great Eastern CSR Foundation')in February 2015. Through GE Foundation, the GE Group aims to extend the scope of social welfare activities to the vulnerable, marginalized, and low-income populations in India.

Conforming to the activities as mentioned under Schedule VII, Section 135 of the Companies Act, 2013 and, aligning our commitment to the globally accepted Sustainable Development Goals (SDGs), GE Foundation's focus areas are:

a. Education: GE Foundation is committed to support initiatives that aim to improve the quality of education, with a focus on building capacities of teachers and educators.

b. Health: GE Foundation aims to improve health outcomes for adolescent girls, pregnant women, infants, and women from marginalised communities at large.

c. Livelihoods: GE Foundation is committed to enhance livelihood opportunities for women, children, and youth by supporting organisations focusing on skill-building, women empowerment, sustainable farming practices and promotion of sports.

In addition to the focus areas, GE Foundation is open to consider need based support to other priority areas mentioned under Schedule VII of the Companies Act, 2013. In terms of governance and roles and responsibilities, in the CSR governance structure at GE Group comprises three levels: Board of Directors of the Company, CSR Committee and CSR Team.

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: https://greatship.com/

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable. Not Applicable

5. (a) Average net profit of the company as per sub-section(5) of section 135: '1,742.50 crores

(b) Two percent of average net profit of the company as per sub-section(5)of section 135:' 34.85 crores

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil

(d) Amount required to be set-off for the financial year, if any: Nil

(e) Total CSR obligation for the financial year[(b)+(c)-(d)]: '34.85 crores

6. (a) Amount spent on CSR Projects (both Ongoing projects and other than Ongoing projects):' 21,69,73,318

(b) Amount spent in Administrative Overheads:' 75,225

(c) Amount spent on Impact Assessment, if applicable: Not Applicable

(d) Total amount spent for the Financial Year[(aK(b)+(c)]:'21,70,48,543

(Note: ' 21,69,73,318 is the amount spent by Great Eastern Foundation. The Company has contributed an amount of ' 34.90 crores to Great Eastern Foundation towards its CSR obligation.)

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year- No If Yes, enter the number of Capital Assets created/acquired : Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the last year:

9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per sub section (5) of section 135(5). Not Applicable

This policy has been recommended by the Nomination and Remuneration Committee of the Company (Committee) at its meeting held on February 05, 2015 and is applicable with effect from the said date.

The primary objective of the Policy is to provide a framework and set standards for the appointment of high-quality directors who should have the capacity and ability to lead the Company towards achieving sustainable development. The Company aims to achieve a balance of experience and skills amongst its directors.

The Company believes that its Board membership should comprise directors with an appropriate mix of skills, experience and personal attributes that allow the directors individually, and the Board collectively, to:

• Discharge their responsibilities and duties underthe law effectively and efficiently;

• Understand the business of the Company and the environment in which the Company operates so as to be able to agree with management the objectives, goals and strategic direction which will maximise shareholdervalue; and

• Assess the performance of management in meeting those objectives and goals.

The candidate for the position of Director in the Company should be a degree holder in any discipline relevant to the business of the Company for e.g., shipping, management, legal, finance, strategic planning, etc. Alternatively, the candidate should be regarded as an industry veteran or specialist in the relevant discipline.

The candidate should have considerable experience as an entrepreneur or of working at a board or senior management level in an organisation/ firm of repute or government agency in India or abroad.

He should have demonstrated ability to work effectively with board of directors of a company.

The candidate should possess excellent leadership skills. His interpersonal, communication and representational skills should be par- excellence. He should have extensive team building and management skills. His personality should be influential.

He should possess high standards of ethics, personal integrity and probity.

In addition to the aforesaid criteria, the candidate for the position of Independent Director should fulfil the criteria as laid down in Section 149 of the Companies Act, 2013 and Regulation 16 (b) of the Listing Agreement with Stock Exchanges as may be amended or substituted from time to time.

The Company considers that its diversity is a vital asset to the business. Building a diverse and inclusive culture is integral to the success of the Company. An inclusive culture helps the Company to respond to its diverse global customer base.

Ethnicity, age and gender diversity, without compromising on meritocracy, are areas of strategic focus for the composition of the Board. Achieving a balance of experience and skills amongst its Directors is also essential for leading the Company towards sustainable development.

The Committee shall give due regard for maintaining Board diversity while identifying and nominating candidates for appointment to the Board.

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Committee to select a candidate for appointment to the Board. In case required, the Committee may also take help from external consultants to identify potential directors.

Recommendations of the Committee shall be placed before the Board of Directors for its consideration. When recommending a candidate for appointment, the Committee shall assess:

a) The appointee against criteria described as a foresaid.

b) The skills and experience that the appointee brings with him/ her and how they will add value to the Board as a whole.

c) The extent to which the appointee is likely to contribute to the overall effectiveness of the Board.

d) The appointee's ability to exercise independent judgement.

e) The time commitment required from the appointee to actively discharge his duties to the Company.

f) Statutory provisions regarding Board composition.

g) Cultural fit with the existing Board members and empathy to the Company's culture.

After considering the recommendations of the Committee, the decision on the appointment of the Directors shall betaken by the Board of Directors. The appointment so made shall be subject to the approval of the shareholders.

After the Director is appointed, a formal letter of appointment shall be issued to him/her by the Company.

This policy has been recommended by the Nomination and Remuneration Committee of the Company at its meeting held on February 05, 2015 and adopted by the Board of Directors of the Company at its meeting held on February 05, 2015 pursuant to Section 178 of the Companies Act, 2013 and is applicable with effect from the said date.

The policy is divided into separate sections for executive directors, non-executive directors and employees.

The remuneration of the executive directors is recommended by the Nomination and Remuneration Committee(the Committee)and approved by the Board of Directors (the Board)and shareholders of the Company within the overall limits as maybe prescribed under applicable laws.

The remuneration of the non-executive directors is approved by the Board of Directors and shareholders of the Company within the overall limits as may be prescribed under applicable laws.

This Policy is a forward-looking document. It is hereby clarified that existing obligations of the Company under existing contracts, pension scheme, etc. which are outstanding at the time this Policy is approved shall continue to be honoured by the Company. It is the Company's policy to honour in full any pre-existing obligations that have been entered into prior to the effective date of this Policy.

Whereas, while formulating this Policy, the Company is committed to full and transparent disclosures, certain parameters such as business targets etc. have not been disclosed as the same is not in the interest of the Company.

Attracting and retaining top talent is a key objective of the Company's approach to remuneration. The Company's policy remains largely unchanged from that which it has applied for a number of years and its continuity has been a stabilizing force during the periods of turbulence. The core elements of salary, variable pay, benefits and pension continue to provide an effective, relatively simple, performance- based system that fits well with the nature of Company's business and strategy.

The remuneration policy for the executive directors has been consistently guided by following key principles, which represent the underlying approach of the Board and the Committee:

a) The remuneration structure of executive directors is designed to reflect the nature of shipping business in which the Company operates. The shipping industry has long term business cycles, is capital intensive, highly regulated and has significant safety and environmental risks requiring specific entrepreneurial skills and experience, which the Company must attract and retain.

b) A substantial portion of executive directors' remuneration is linked to success in implementing the Company's strategy and varies with performance of the Company.

c) There is quantitative and qualitative assessment of each executive director's performance.

d) Total overall remuneration takes account of both the external market and Company's conditions to achieve a balanced and fair out come.

e) Ensuring that executive directors are remunerated in a way that reflects the Company's long-term strategy. Consistent with this, a high proportion of executive directors 'total remuneration has been, and will always be, strongly linked to the Company's performance.

This Policy recognises that the Board and Committee shall undertake quantitative and qualitative assessments of performance in reaching its decisions. This involves the use of judgement and discretion within a framework that is approved by shareholders. The Board and Committee also need to be sufficiently flexible to take account of future changes in the industry environment and in directors' remuneration practices generally.

The ability to exercise discretion, upwards or downwards, is important to ensure that a particular outcome is fair in light of the director's own performance and the Company's overall performance.

A wide range of factors shall be considered when determining the remuneration for executive directors. The competitive market for top executives both within the shipping sector and broader industrial corporations provides an important context. The Company believes that it has a duty to shareholders to ensure that the Company is competitive so as to attract and retain the high calibre executives required to lead the Company.

Decisions regarding remuneration for executive directors is the responsibility of the Committee. Executive directors are not consulted directly by the Committee when making policy decisions. Although the Committee may consider feedback from various sources which provide views on a wide range of points including pay.

Executive directors' remuneration shall be divided into following elements:

Consolidated Salary provides base-level fixed remuneration to reflect the scale and dynamics of the business, and to be competitive with the external market.

Consolidated Salary shall include basic salary and Company's contribution to Provident Fund, Superannuation Fund and all other allowances payable from time to time.

While determining Consolidated Salary, salary levels and total remuneration paid by companies of similar size and stature engaged in shipping, offshore and other industries globally shall be considered by the Committee.

Scale of Consolidated Salary shall be fixed for a period of 5 years and shall be reviewed every five years thereafter or such other period as may be decided from time to time.

Actual Consolidated Salary payable every year shall be reviewed annually within the broader scale as aforesaid.

Company's contribution to Provident Fund, Superannuation Fund, Allowances, etc. shall be as per rules of the Company and determined as per the applicable laws, if any, from time to time.

There are certain benefits, such as car-related benefits, insurance and medical benefits, home loan etc. which are made available by the Company to its employees generally in accordance with its rules / terms of employment. Executive directors are entitled to receive those benefits.

Perquisites will be valued as per the provisions of Income-tax Act.

The Company shall provide following benefits to Managing Directors):

(i) Transportation/conveyance facilities

(ii) Telecommunication facilities at residence

(iii) Leave encashment as per the rules of the Company

(iv) Reimbursement of medical expenses incurred for himself and his family

(v) Insurance cover as per the rules of the Company

(vi) Housing Loan as per the rules of the Company

(vii) Fees of Clubs, subject to a maximum of two clubs, excluding membership of business clubs

(viii) Leave travel allowance as per the rules of the Company

The Company shall provide following benefits to other Whole-time Directors as per rules of the Company:

(i) Transportation/conveyance facilities

(ii) Telecommunication facilities at residence

(iii) Leave encashment

(iv) Reimbursement of medical expenses incurred for himself and his family

(v) Insurance cover

(vi) Housing Loan

(vii) Membership fees of Clubs

(viii) Gratuity

(ix) “Leave travel allowance

(x) ⁷Post-retirement medical benefits

(xi) Other benefits as may be applicable to their respective grades Reimbursement:

Reimbursement of expenses incurred by the Managing Director(s) during business trips for travelling, boarding and lodging, including for their respective spouses.

Reimbursement of expenses incurred by other Whole-time Directors during business trips for travelling, boarding and lodging.

It provides a variable level of remuneration dependent on short-term performance of the individual as well as the Company vis a vis industry performance globally. The test of performance by the Company is whether it is able to increase its profits when the industry environment is favourable and whether it is able to minimise its losses when the environment is harsh. The Company believes that performance of each and every employee of the Company contributes to its overall performance and hence should be rewarded suitably. Hence, the Company follows the policy of making payment of variable pay to its executive directors annually.

Variable pay is decided based on performance of executive directors as well as the Company. Where possible, the Company uses quantifiable, hard targets that can be factually measured and objectively assessed. The Company also reviews the underlying performance of the group in light of the annual plan, competitors results, etc.

Variable pay may vary from time to time but shall be maximum four times of the Consolidated Salary. Executive directors with bigger operating responsibilities may be entitled to more variable pay as compared to others.

Pension recognises and appreciates the experience, expertise, advice, efforts and contribution provided and made by executive directors to the Company during their long years of service with the Company and/or its wholly owned subsidiaries, whether in their capacity as executive directors or other wise.

The Company may provide pension (which includes providing perquisites) to its eligible executive directors upon their ceasing to hold office in the Company in recognition of their past services in accordance with a scheme formulated by the Board of Directors.

Salary reviews consider both external competitiveness and internal consistency when determining if any increases should be applied. Salary increases will be generally in line with all employee increases within the Company and other companies based in India and abroad.

Salaries are compared against other shipping and offshore majors, but the Company also monitors market practice among companies of a similar size, geographic spread and business dynamic to the Company.

Salary increases are not directly linked to performance. However, a base-line level of personal contribution is needed in order to be considered for a salary increase and exceptional sustained contribution may be grounds for accelerated salary increases.

Specific measures and targets may be determined each year by the Committee. The principal measures of increments / bonus will be based on value creation and may include financial measures such as operational efficiency, operating cash flow, operating profit, cost management, project delivery, etc.

The principle which underpins the Board's policy for the remuneration of NEDs is that the remuneration should be sufficient to attract, motivate and retain world-class non-executive talent. The remuneration practice should also be consistent with recognized best practice standards for NED remuneration.

The NEDs are paid sitting fees for attending meetings of the Board of Directors. It is presently¹ ' 1 lakh per meeting.

The NEDs are also paid sitting fees for attending meetings of the Audit Committee, Nomination and Remuneration Committee, ⁹Risk Management Committee and Stakeholders 'Relationship Committee⁴. It is presently Rs, 1 lakh per meeting. ¹⁰. Sitting fees of ' 25,000 per meeting is paid to the Non-Whole time Directors for attending Buyback Committee meeting.

It provides a variable level of remuneration dependent on short-term performance of the Company, i.e. net profits every year. Quantum of basic Commission is determined by the Board on a year to year basis.

Audit Committee Chairman is paid an additional Commission of ' 9 lakhs p.a. ¹¹ over and above the Commission payable to him as a Director. The other members of the Audit Committee are paid an additional Commission of ' 4 lakhs p.a.¹² over and above the Commission payable as a Director.

Nomination and Remuneration Committee Chairman is paid an additional Commission of' 5 lakhs p.a. ¹³ over and above the Commission payable to him as a Director. The other members of the Nomination and Remuneration Committee are paid an additional Commission of' 2 lakhs p.a. ¹⁴ over and above the Commission payable as a Director.

Stakeholders' Relationship Committee Chairman is paid an additional Commission of' 1 lakh p.a. ¹⁵ over and above the Commission payable to him as a Director. The other members of the Stakeholders' Relationship Committee are paid an additional Commission of? 50,000 ¹⁶ p.a. over and above the Commission payable as a Director.