Global Offshore Services Ltd

FOR THE YEAR ENDED 31st MARCH, 2024. TO,

THE MEMBERS,

Your Directors present their report as under:

1] FINANCIAL RESULTS :

PARTICULARS

Rs. in Crores.

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 theAccounts.

Income from Operations for the year ended 31.03.2024 stood at Rs.29.96 crores, as against Rs.29.61 crores for the previous year. The revenue mainly consisted of earnings of two of the Company's vessels for a substantial period of the year. Other Income for the year stood at Rs.7.69 crores as against Rs.0.09 crore in the previous year, which comprised mainly of Reversal of Interest of Rs.4.97 Crores on account of write back of unsecured loan 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.27.74 crores as against Rs.46.35 crores on account of the reduction in the Company's fleet. As a result, EBIDTAfor the year stood at Rs.9.91 crores as against (Rs.16.65) Crores for the previous year. EBIDTA improved substantially due to the substantial decrease in operating expenses of the Company. Finance charges forthe year stood at Rs.2.03 crores as against Rs.3.15 crores forthe previous year. Depreciation forthe year stood at Rs. 12.27 crores as against Rs.24.14 crores for previous year - lower due to the reduction of the Fleet. VWiilethe Company was EBIDTA positive, the Loss before Exceptional items and Tax stood at Rs.4.39 crores in view of the depreciation of the existing fleet, as opposed to a loss of Rs.43.34 crores for the previous year (a decrease in loss of Rs.38.95 crores).

Exceptional item (loss) of Rs. 114.59 crores for the year consisted mainly of a "one time" loss in the sale of 40% of the Company's holding in its Partially held subsidiary in the Netherlands and Impairment in the remaining Investment thereof. This substantial loss was "offset" to a minor extent with the Profit made on the sale of the Company's Office premises. As a result, Net Loss for the year stood at Rs.120.95 crores as opposed to a Profit of Rs.171.99 crores for the previous year.

3] OPERATIONS :

During the year under review :

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] The Vessel M.V. Poorna lay idle for part of the year under review, until "she" was sold in May 2023.

iii] During the year the Company repaid the Working Capital Facility granted by Punjab National Bank in full. In the case of the Bank Guarantee (BG) facility provided by the said Bank, the Company has placed deposit in excess of 100% against the same.

iv] During the year, the Company settled the unsecured working capital loan with Axis Bank Ltd.

4] STATUS OF SETTLEMENT WITH PHOENIX ARC PRIVATE LIMITED :

The outstanding settlement amount at the end of the year ended under review was Rs.96.96 Lakhs and the Company continues to be "regular" in its payments under the said settlement.

5] DIVIDEND :

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

6] PREFERENTIAL ALLOTMENT OF CONVERTIBLE WARRANTS :

Pursuant to the authority granted by the Shareholders at the Extra-Ordinary General Meeting (EGM) of the Company held on 30"' May, 2024 and also pursuant to the "In Principle" approval granted by BSE Limited vide their letter No.LOD/PREF/DA/FIP/391/2024-25 dated June 06, 2024 for the issue of 15,62,500 convertible warrants (to be converted to equivalent number of shares), the Shares / Warrants Allotment Committee of the Board of Directors of the Company allotted the said warrants on 13"' June, 2024.

Post this, upon receipt of the balance amount from some of the Warrant Holders, the Company has, till the date of this report, in tranches allotted an aggregate 13,39,285 number of Equity Shares.

Pursuant to Regulation 32(A) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby declared that there is no variation / deviation in the use of proceeds from the objects stated in the explanatory statement to the Notice for the Extra-Ordinary General Meeting held on 30th May, 2024.

7] PAID UP SHARE CAPITAL :

As on the date of the report, the paid up Share Capital stands increased to Rs.26.07 Crores consisting of 2,60,68,078 Equity Shares from Rs.24.73 consisting of 2,47,28,793 Shares.

8] FUTURE EXPANSION AND OUTLOOK:

The outlook for the Offshore Support Vessel (OSV) sector has improved over the past 12 months and remains positive. Underlying demand remains strong, while, given challenges reactivating long-term lay-ups and limited new building activity, supply-side constraints are also set to tighten markets further as the sector improves.

Offshore Oil is projected peak at 31m bpd in 2035 (31% of global oil production), growing at a CAGR of 1.6% across 2024-35 (total oil output is expected to peak in 2030). Meanwhile, offshore gas output is projected to grow at a CAGR of 2.9% to reach 180bn cfd by 2035 (37% of global gas production), peaking in c.2045 (total gas output is expected to peak in c.2040). Global Offshore wind capacity is projected to rise by a CAGR of 17% to 430 GW by 2035.

The Indian OSV market is also projected to grow over the next 7/8 years. The market was valued at USD 427.2 million in F.Y. 2023 and is estimated to reach USD 984.49 million in F.Y. 2031.

India, with its expanding Offshore Oil and Gas projects in the Bay of Bengal and Arabian Sea as well as its growing focus on renewable energy drives the demand for versatile Vessels equipped with advanced feature such as dynamic positioning (DP2) systems and firefighting equipment.

Factors such as expansion of deep-water exploration and production activities, increasing installation of offshore wind farms, and technological advancements like dynamic positioning systems and satellite communications will drive the market growth.

While the Company has not yet "cemented" its plans for growth, it is seriously considering the upgrade of one Vessel and also looking out for opportunities to acquire additional "tonnage". The Company has also recently concluded the statutory Dry Docking of one of its Vessels post the year under review which will enable the Vessel to work continuously (subject to being awarded work) for the next 24 to 36 months.

9] SUBSIDIARY / WHOLLY OWNED SUBSIDIARY:

A) Global Offshore Services B.V. - The Netherlands (GOSBV):

Pursuant to the authority granted by the Shareholders to the Board of Directors, the Board at its meeting held on 26th March, 2024 resolved to sell part of its stake in GOSBV. Accordingly, the Company sold a total of 40% of the equity of GOSBV, for a value of USD 5000 (equivalent to approx INR 4.17 Lakhs) translating into Rs.0.04 per share, which was substantially higher than the valuation of Rs. (- 30.33) per share computed in accordance with Internationally Accepted Pricing Methodology (Net Asset Value Method) as provided by Registered Valuers. As a result, the Company's holding in GOSBV reduced from 68% to 28%.

Consequent to the above, GOSBV ceased to be a subsidiary of the Company w.e.f. 26'" March, 2024.

Further, the Company has given effect of consolidation of GOSBV financials in the Company's account till 26lh March, 2024.

The Management believes that despite holding 28% of 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.

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

The Company's Wholly Owned Subsidiary GOISPL based in Singapore had no operating income. Other income during the year was USD 0.06 mn as against USD 0.024 mn for the previous year. The Company has made a net profit of USD 0.05 mn as against a loss of USD 0.187 mn in the previous year.

Though, there was no activity in GOISPL during the year, it is seeking opportunities of revenue generation and is aggressively pursuing recovery of outstanding debts, while at the same time trying to minimize costs.

A. STANDALONE ACCOUNTS

There are no Qualifications in the Standalone Auditors' Report. However, the Auditors have enumerated "Emphasis of Matter" for the attention of the Shareholders which have been dealt with by the Management.

1) Impairment of Investment.

During the year, the Company has reduced its stake in one of its subsidiaries Global Offshore Services B.V. from 68% to 28%, resulting in a loss of control under IND AS 110 as on March 31,2024. Accordingly there will be a realized loss of Rs.6,661.77 lakhs due to the sale of 40% stake. Also considering the fair value of the erstwhile subsidiary, the Company has made an impairment provision of Rs.4,666.16 lakhs for the balance 28% stake.

Management View:

During the year the Company sold a 40% stake in its subsidiary, Global Offshore Services B.V. reducing its holding from 68% to 28%. The additional charge of Rs.6661.77 Lakhs, beyond the previous year's impairment provision has been recorded as a loss. Based on the fair market value (and not on Sales realisation value) the Company impaired its remaining 28% investment, making an additional provision of Rs.4666.16 Lakhs.

2) In view of the Axis Bank loan settlement, the Company has written back its balance outstanding loan of Rs.131 Lakhs and interest payable of Rs.496.77 Lakhs during the quarter (also refer note 4).

Management View :

During the year, the Company settled a working capital loan with Axis Bank. The difference between the liability and the settlement amount was recorded as a gain under other income.

As regards observation of the Auditors in Annexure A to the Auditors' Report, the Board of Directors clarify as under:

Clause ii (a) of Annexure A to the Auditors' Report regarding varication of Physical inventory: The Board clarifies that Management representatives on the vessel have carried out the physical verification of the inventories and the same have been confirmed by them. The Auditors have relied on the report of management since it is impractical for them to carry out Physical verification of the inventory as this would lead to a substantial loss of charter hire which is something the Company cannot afford.

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. During the year, the Company has ceded the control over its subsidiary Global Offshore Services B.V. from 68% to 28% and accordingly the gain on deconsolidation of Rs.4,688.00 Lakhs has been accounted for.

Management View :

During the year the Company sold a 40% stake in its subsidiary, Global Offshore Services B.V. reducing its holding from 68% to 28%. The additional charge of Rs.6661.77 Lakhs beyond the previous year's impairment provision, has been recorded as a loss. Based on the fair market value (and not on Sales realisation Value) the Company impaired its remaining 28% investment, making an additional provision of Rs.4666.16 Lakhs. In addition, as result of the above, and since GOSBV, ceded to be subsidiary and the Company has no control on operations of GOSBV anymore, the gain of deconsolidation has also been accounted for.

b. 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. 2,092.14 Lakhs, that may cast significant doubt on the company's ability to continue as a going concern.

Management View :

While the networth of Garware Offshore International Services Pte. 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 48,971.

c. 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 -

• Income Tax Refundable from Rio De Janeiro State of Brazil Rs. 132.33 Lakhs (USD 1587,699).

• Loan payable to third parties Rs.780.07 Lakhs (USD 935,894).

Management View :

GOISPL, has already won the case against State of Brazil for tax refund for Rs.132.33 Lakhs. However, as per the rules of the Brazil Government, this amount can be paid over a period. Confirmation of balances have not been received from the said party. In any case. Garware Offshore International Services Pte. Ltd. (GOISPL), will attempt to arrive at a settlement with these parties at a later stage.

11] LISTING FEES TO STOCK EXCHANGE:

The Company has paid the Listing Fees for the year 2024-25 to BSE Limited.

12] FIXED DEPOSITS:

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

13] RESPONSIBILITY STATEMENT:

The Directors confirm:

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

b) That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the year and the Loss of the Company for the year ended on 31.03.2024.

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

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

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

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

14] 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.

15] DIRECTORATE:

Mr. A. K. Thanavala - Independent Director passed away on 09"' November, 2023. He was associated with the Company for over four decades and also served on the Board of the Company since January 2004. The Board places on record his valuable contributions made during his tenure as an Independent Director as also for his long association with the Company.

Mr. S. Y. Mulani ceased to be a Director w.e.f. 31" March, 2024 in accordance with the Provisions of Section 149(10) of the Companies Act, 2013. The Company and Board places on record, its gratitude for all the support provided by him during his tenure as a Director.

Mr. Jisupriya Guhathakurta was appointed as an Independent Director for a tenure of 5 consecutive years w.e.f 05"' February, 2024.

Ms. Smita D. Gaur was appointed as an Independent Director for a tenure of 5 consecutive years w.e.f. 29"' March, 2024.

The Shareholders vide Postal Ballot granted their approval to the appointment of Mr. Jisupriya Guhathakurta and Ms. Smita D. Gaur as Independent Directors.

The Board welcomes both the Independent Directors and looks forward to their valuable contribution on the lines of their expertise for the betterment of the Company

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

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

16] PERSONNEL:

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

17] DEMATERIALISATION OF SHARES:

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

18] ANNUAL RETURN :

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

19] STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company viz. Mr. Jisupriya Guhathakurta, Ms. Smita D. Gaur and 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.

20] NUMBER OF BOARD MEETINGS:

During the year under review Seven (7) Board Meetings were held as detailed below:

(i) 30"' May, 2023, (ii) 10"' August, 2023, (iii) 07"' September, 2023 (iv) 10"' November, 2023 (v) 05* February, 2024 (vi) 26"' March, 2024 and (vii) 29* March, 2024.

21] BOARD EVALUATION:

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

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

22] 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.

23] 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

24] PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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

25] STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISKS MANAGEMENT POLICY:

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" 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.

26] CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

27] SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

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.

28] 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.

29] SECRETARIAL AUDITOR:

The Board has appointed Mr. Rajkumar R. Tiwari, FCS as Secretarial Auditor.

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.

There are no adverse remarks in the Report furnished by the Secretarial Auditor.

30] DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT 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 & RedressalJAct, 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.

31] 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 Company's website www.globaloffshre.in

32] CORPORATE GOVERNANCE:

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

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

The required details are enclosed as Annexure E.

34] 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. Global Offshore Services B.V., the Netherlands ceased to be a subsidiary of the Company w.e.f. 26"' March, 2024 and was reclassified as Associate Company.

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

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

36] 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.

As regards Directors, the following changes took place :

i] Mr. A. K. Thanavala passed away on 09lh November, 2023 and ceased to be an Independent Director.

ii] Mr. Jisupriya Guhathakurta was appointed as Independent Director for a period of 5 consecutive years w.e.f. 05'" February, 2024.

iii] Ms. Smita Durgadatt Gaur was also appointed as Independent Director for a period of 5 consecutive years w.e.f. 291" March, 2024.

iv] Pursuant to the Provisions of Section 149(10) of the Companies Act, 2013, Mr. S. Y. Mulani ceased to be an Independent Director w.e.f. 31 "March, 2024.

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.

The Board and the Company's Management wishes to extend a special thanks to Phoenix ARC Pvt. Ltd., who exhibited a great deal of faith in the Company and its Management for which the Board and its management are forever greatful.