Aban Offshore Ltd

The Directors of your company are pleased to present the Thirty Eighth Annual Report along with the accounts for the year ended 31st March, 2024.

1. Financial Summary

2. Performance

The Revenue earned during the year under review stood at Rs.3,996.65 million. Company suffered loss this year too. No amount was transferred to reserves during the year 2023-24. Rigs under contract were working satisfactory.

3. Changes in Share Capital

There was no change in the Share Capital of the Company during the year under review. .

Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of the Company has been satisfactory.

International

Rig under Contract was performing satisfactorily.

The subsidiary company accounts details are available in the Company's website fwww.abanoffshore.com)

5 The name of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

Aban Labuan Pvt Ltd was struck off during the Financial year.

6. Consolidation of Accounts

The consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Act, 2013 read with the Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) along with a separate statement containing the salient features of the financial performance of subsidiaries/associates, in the prescribed form. The audited consolidated financial statements together with Auditor's Report forms part of the Annual Report.

7. Management's Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

8. Dividend

In the view of losses suffered by the Company, the Board of Directors do not recommend any dividend.

9. Directors

Mr. P.Venkateswaran is liable to retire by rotation and being eligible offers himself for re-appointment.

Ms. Deepa Reji Abraham has decided not to seek reappointment as director in view of her pre-occupation.

a. Extract of Annual Return:

The Extract of the Annual Return is updated in the website of the Company under the following link http://abanoffshore.com/wp-content/ uploads/2024/07/Form-MGT-7-2023-24.pdf

b. Number of Board Meetings:

The Board of Directors met 5 (Five) times during the year 2023-2024. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

c. Constitution of Committees:

The details of various committees formed and their attendance during the year are given in the Corporate Governance Report.

d. Role of Audit Committee

The Role of Audit Committee is given in the Corporate Governance Report.

11.Director's Responsibility Statement

Pursuant to the requirement under Section 134 (3) of the Companies Act, 2013, with respect to the Directors'

Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts for the financial year ended on 31st March 2024, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 / loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the accounts for the financial year ended on 31st March 2024 on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

12. Statement of Declaration by Independent Directors as required under 149(6) of the Companies Act, 2013

All the Independent Directors have given the declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of Independence as specified in the Act and Rules made there under and are independent of the management.

13. Explanation by the Board on every qualification, reservation or adverse remark or disclaimer made —

a) By the Auditor in his report on Standalone/ Consolidated Financial Statement -.

Standalone Accounts

Management comments on auditors' qualification Since the banks have not issued confirmation of bank balances, deposits and term loans, the impact cannot be quantified. However, the management has considered appropriate accruals/provisions of interest on deposits and outstanding term loans and preference shares based on rates as per original term loan agreements

Consolidated Accounts

Management comments on auditors' qualification The disclaimer of opinion is on preparation of the financial statements, the Management has considered the operations of the Group and the Company as going concerns notwithstanding that the Group and the Company have incurred net loss, the Group and the Company defaulting on payment of borrowings that have become due for payment and breach of certain covenants of the borrowings that have given right to the lenders to demand the borrowings to be paid immediately. They have also expressed existence of material uncertainties on the going concern assumption. The Management believes that the use of the going concern assumption in the preparation of the financial statements for the financial year ended 31st March 2024 is still appropriate. The Management is in discussions with its lenders to obtain approval for and implementation of an appropriate debt resolution plan.

The basis of disclaimer is also on account of following

• Incompleteness of bank confirmations relating to material bank loan balances and Bank accounts relating deposits and current accounts. The impact of this disclaimer cannot be ascertained

• Unable to ascertain recoverability of the carrying amounts of the investments the subsidiary corporations and amounts due from subsidiary corporations and ultimate holding corporation as on 31st March 2024

• Unable to ascertain the existence, accuracy or recoverability of Input tax credit under Goods and Services Tax.

The Management has considered appropriate provisions of interest on outstanding terms loans based on the rates of original agreements for outstanding terms loans.

The Management has determined that there is no objective evidence or indication that the carrying amount of investments in subsidiary corporations may not be recoverable and accordingly no impairment is required. In respect of the amounts due from subsidiary corporations and the ultimate holding company the Management has determined that there is no significant increase in credit risk and no impairment is required.

The auditors have reported inability to ascertain the existence, accuracy and recoverability of input tax credit under the Goods and Services Tax amounting to USD 575,000. This represents the unavailed Input Tax Credit on account of such credit not available in the Government GST Portal. These differences were ascertained after reconciliation exercise between the books of account and the Government GST portal. These differences would be set right after getting the credits in the portal pursuant to the appropriate/ corrective filing of returns by the suppliers of goods and services.

The statutory auditors of the Parent Company and the wholly have given qualified report due to non-receipt of confirmations of bank balances and outstanding term loans. The impact of this qualification cannot be quantified. The Management has considered appropriate accruals /provisions of interest and outstanding deposits and term loans, based rates as per the original agreement.

b) By the Practicing Company Secretary in his Secretarial Audit Report - Nil

14. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 are given in Notes to the financial statements.

15. Particulars of Contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in the prescribed form

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required the shareholder approval as required under the listing regulation.

All Related Party Transactions are placed before the Audit Committee for approval. Suitable disclosures as required under AS 18 have been made in the Notes to the Financial Statements. Form AOC-2 is shown in Annexure B

The Related Party Policy have been uploaded in the website of the company, under the weblink: https://abanoffshore.com/wp-content/uploads/2023/09/ Related-Party-Transactions-Policy.pdf

16. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company between the end of financial year March 31,2024 and the date of Directors Report.

17. Statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company

The Company's robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed from the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

18. Corporate social responsibility (CSR) initiatives taken during the year

The Company has constituted CSR Committee in accordance with section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The average profit for the last three financial years of the Company is Negative. Hence the need to spend on CSR does not arise. The detailed report is given in a separate Annexure E in the Annual Report. The CSR Policy may be accessed on the Company's website at https:// abanoffshore.com/wp-content/uploads/2023/07/CSR- Policy.pdf

19 Board Evaluation

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the workings of its Committees. The evaluation by the Board of its own performance and that of its committees and individual directors were done as per the manner determined by the Chairman and Independent Directors and the same has been explained in Corporate Governance report.

20. The details of directors or key managerial personnel who were appointed or have resigned during the year

Nil

21. The details relating to deposits, covered under Chapter V of Companies Act, 2013

During the year under review, Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

22. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No significant and material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

23. Internal financial control:

Company maintains appropriate systems of internal controls, including monitoring procedures and details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Details of the same are provided in the Management Discussion and Analysis attached to this Report.

To ensure that all its assets are safeguarded against loss from unauthorized use/misuse or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. Your company through its own internal audit department carried out periodic audits at all locations and functions. The internal audit department reviews the efficiency and effectiveness of these systems and procedures. Added objectives including evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The observations arising out of the audit are periodically reviewed and compliance ensured. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to Company policies, (b) safeguarding of its assets, (c) prevention and detection of frauds and errors, (d) the accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information

24. Stock Exchanges

Company's Equity shares are listed in BSE Limited and National Stock Exchange of India Ltd.

Preference Shares aggregating to Rs. 2,610 million issued by the Company which were listed in BSE Limited are under suspension since the preference shares were not redeemed on due dates owing to severe cash flow strain.

Necessary stock exchange regulations are complied with. Applicable listing fees for the year 2024-25 have already been paid to the stock exchanges.

25.Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

26.Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and Employees to report about unethical behavior or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The whistle blower policy has been hosted in the Company's website under the weblink: https://abanoffshore.com/wp-content/ uploads/2023/07/Whistle-Blower-Policy.pdf

27. 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 workplace (Prevention, prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received during the year 20232024 nor were any pending unresolved complaints as on 31st March, 2024.

28. Auditors

1. M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants, Chennai Statutory Auditors continue to hold office till the conclusion of 41st AGM.

2. G. Ramachandran & Associates, Practicing Company Secretaries appointed as Secretarial Auditor for the Financial Year 2023-24.

29. Additional Disclosures

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in joint venture in the notes on accounts.

30. Maintenance of Cost Records & Requirement of Cost Audit

Maintenance of the cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies act, 2013 are not applicable to the business activities carried out by the Company.

31. Particulars of Employees

In accordance with proviso to Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to all shareholders excluding the statement prescribed under Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the Members at the registered office of the Company during office hours till the date of the Annual General Meeting.

32. The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule (3) (A) (B) & (C) of the Companies (Accounts) Rules, 2014, -

(A) Conservation of Energy

• Non-Efficient old Equipment's on our assets are being replaced with new ones to save energy and to improve efficiency.

• Conditional Assessment and preventive maintenance for all rotating machineries are being regularly followed and monitored.

• The Company has undertaken several initiatives in this area for the past few years to reduce the carbon footprints.

• Alternate low energy consumption options were identified to optimize energy.

• This involved distillation plants being replaced by low energy reverse osmosis plants. Invertor type AC systems and Five star rated ACs are installed instead of conventional AC system.

• Water maker from sea water is used on our assets with improved water parameter.

• Through regular preventive maintenance and condition analysis, engine Emission are being optimised in our assets.

(B) Technology Absorption

• Conditional Monitoring system was being implemented in our assets throughout our fleets to predict early warning of equipment's failures.

• Engineering analysis of steel structure to enhance the life of assets is regularly carried out.

• Solar connected grid is utilised and when possible.

• Started using Hybrid electrical vehicles which will replace the usage of conventional vehicles in future.

• Maintenance of coating to prevent corrosion and renewal of steel is practiced in all the fleets and regular inspection is conducted.

Foreign exchange earnings and outgo

33.Corporate Governance

A detailed note on the Company's philosophy on Corporate Governance and such other disclosures as required under the listing regulations is separately annexed herewith and forms part of this report.

34. i) Compliance Certificate

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015 with the stock exchanges, was met.

ii) Secretarial Compliance Report

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from the Secretarial Auditor M/s. G.Ramachandran & Associates LLP Chennai and the same will be submitted to the Stock Exchanges within the prescribed time. The Secretarial Compliance Report also does not contain any qualification.

35. Acknowledgement

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries, Valued Clients and Members of the Company.

Cautionary Statement

Statement in the Management Discussion and Analysis describing the Company's objective's estimates expectation of projection may be Forward Looking Statement within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include Government Regulations, Taw Laws, economic developments in India and in the countries in which the Company conducts business, litigations and other allied factors.