Dolphin Offshore Enterprises (India) Ltd

To

The Members

Dolphin Offshore Enterprises (India) Limited

Dear Members,

Your directors are pleased to present 45^th Annual Report together with the Audited Standalone Financial Statements for the financial year ended on 31^st March, 2024.

FINANCIAL RESULT:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) read with rules made there under. The financial performance of the Company for the financial year ended on 31^st March, 2024, is summarised below:

Performance of Company:

During the year under review, the Company?s Standalone revenues from operations increased to Rs 646.74 Lakhs as compared to the previous year, while consolidated revenues from operations increased to Rs 646.74 Lakhs as compared to the previous year.

The Company?s Standalone net profit was decreased to Rs 574.16 Lakhs as compared to Rs 4,236.26 Lakhs in the previous year. Your directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years

Performance of Subsidiaries:

As on 31^st March, 2024, the Company has two (2) subsidiaries namely Dolphin Offshore Enterprises (Mauritius) Private Limited and Beluga International DMCC

The Financial performances of each of the subsidiary companies for the financial year 2023-24 are as follows:

1. Dolphin Offshore Enterprises (Mauritius) Private Limited in which the Company holds 100% Equity Share Capital has earned Nil revenue and total loss of Rs 16.16 Lakhs during the financial year under review as compared to the Nil revenue and total Loss of Rs 650.81 Lacs during the preceding financial year.

2. Beluga International DMCC, Based in Dubai (UAE) is a wholly based subsidiary of the Company, incorporated in the month of December? 2023. The Company is incorporated for the purpose of carrying out the activities relating to ship charter including renting and leasing of water-transport boats, Barges & Tugs and for passenger transport or cargo, whether owned by the company or being re-chartered. The Company has not yet started its business operations.

Further, the Audited Financial Statements of the Subsidiaries are available on Company?s website www.dolphinoffshore.com.

DIVIDEND:

Your directors have not recommended any Interim Dividend as well as any final dividend for the financial year ended on 31^st March, 2024 on Equity Shares of the Company.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the general reserve.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. As provided under Section 129(3) of the Companies Act, 2013 and rules made there under a statement containing the salient features of the financial statement of its subsidiaries in Form AOC-1 is attached to the financial statements and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Act, the financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report are available on the Company?s website www.dolphinoffshore.com.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in nature of business of the Company, during the year under review.

DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has granted loans, advances and made an investment under the provisions of section 186 of the Companies Act, 2013. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

ANNUAL RETURN OF THE COMPANY

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company i.e. www.dolphinoffshore.com pursuant to the provisions of Section 92 read with Section 134 of the Companies Act, 2013 and rules made there under.

BOARD MEETINGS:

During the year, Eight (8) meetings of the Board of Directors were held, as required under the Companies Act, 2013. The details of the number of Board meetings held and attendance of Directors are provided in the Corporate Governance Report, which forms part of this Report.

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

Appointment:

The Board of Directors on recommendation of the Nomination and Remuneration Committee had appointed;

- Mr. Rupesh Kantilal Savla as an Additional Director with effect from 07^th December, 2023. His appointment was further regularized and he was appointed as a Managing Director by the shareholders of the Company vide passing of Special resolution through postal ballot on 11^th January, 2024 for a period of 3 consecutive years with effect from 07^th December, 2023.

- Mr. Rohan Vasantkumar Shah as an Additional Director with effect from 07^th December, 2023. His appointment was further regularized and he was appointed as an Executive Professional Director by the shareholders of the Company vide passing of Special resolution through postal ballot on 11^th January, 2024 for a period of 5 consecutive years with effect from 07^th December, 2023.

? Mr. Ashokkumar Ratilal Patel as an Additional Director (Non-Executive Independent Director) with effect from 07^th December, 2023. His appointment was further regularized and he was appointed as a Non-Executive Independent Director by the shareholders of the Company vide passing of Special Resolution through postal ballot on 11^th January, 2024 for a period of 5 consecutive years with effect from 07^th December, 2023.

- Mr. Christopher Joseph Rodricks as an Additional Director (Non-Executive Independent Director) with effect from 07^th December, 2023. His appointment was further regularized and he was appointed as a Non-Executive Independent Director by the shareholders of the Company vide passing of Special Resolution through postal ballot on 11^th January, 2024 for a period of 5 consecutive years with effect from 07^th December, 2023.

Directors Retire by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Dharen Savla, Chairman and Non-Executive Director of the Company retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Shareholders of the Company.

Cessation/Resignation:

During the year under review;

- Mrs. Rita Keval Shah, Managing Director has resigned from the Board of the Company with effect from 07^th December, 2023, due to personal reasons and unavailability of time. Further, she has in her resignation letter confirmed that, there were no other material reasons for her resignation.

- Mrs. Urmila Harsukhsingh Sisodia, Executive Director has resigned from the Board of the Company with effect from 07^th December, 2023, due to personal reasons (pre-occupation and paucity of time). Further, she has in her resignation letter confirmed that, there were no other material reasons for her resignation.

- Ms. Soniya Mahesh Gadhvi, Independent Director has resigned from the Board of the Company with effect from 07^th December, 2023, due to pre-occupation and other personal commitments. Further, she has in her resignation letter confirmed that, there were no other material reasons for her resignation.

- Mr. Rohan Ketanbhai Sanghvi, Independent Director has resigned from the Board of the Company with effect from 03^rd January, 2024 due to pre-occupation and other commitments. Further, he has in his resignation letter confirmed that, there were no other material reasons for his resignation.

- Mrs. Jaya Lahoti was appointed as the Company Secretary and Compliance Officer of the Company by the Board of Directors at their meeting held on 10^th April, 2023 with immediate effect.

- Mr. Divyesh Shah, was appointed as the Chief Financial Officer of the Company by the Board of Directors at their meeting held on 02^nd May, 2023 with immediate effect.

- Mrs. Jaya Lahoti resigned from the office of Company Secretary and Compliance Officer of the company w.e.f 29^th July, 2023.

- Ms. Krena Khamar was appointed as the Company Secretary and Compliance Officer of the company by the Board of Directors at their meeting held on 29^th July, 2023 with effect from 30^th July, 2023.

• Mr. Rupesh Kantilal Savla, Managing Director

• Mr. Divyesh Shah, Chief Financial Officer

• Ms. Krena Khamar, Company Secretary and Compliance Officer

Except as mentioned above, there were no other change in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

DIRECTORS? RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

(a) In the preparation of the Annual Accounts for the financial year ended on before 31^st March, 2024, the applicable accounting standards had been followed and there are no 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 financial year and of the profit of the Company for the financial year ended 31^st March, 2024;

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

(d) The Directors had prepared the Annual Accounts for the financial year ended 31^st March, 2024 on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(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.

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s) pursuant to the requirements of the Companies Act, 2013 read with the rules framed there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee, Stakeholder?s Relationship Committee and Corporate Social Responsibility Committee, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company www.dolphinoffshore.com.

In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated a policy to familiarize the Independent Directors with the Company and the details of Familiarization Program are provided in the Corporate Governance Report and also available on the website of the Company www.dolphinoffshore.com. The weblink is http://dolphinoffshore.com/policies/.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the Company at www.dolphinoffshore.com. The weblink is http://dolphinoffshore.com/policies/.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has a Policy on Corporate Social Responsibility (CSR) and the same is available on website of the Company www.dolphinoffshore.com. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure – A, which forms part of this Report.

The details of the composition of the CSR committees, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, all the related party transactions were in the ordinary course of business and on arm?s length basis. Therefore, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The disclosures as required in IND-AS are provided in relation to transactions with related parties which are forming the part of the notes to financial statement. The policy on Related Party Transaction is available on the website of the Company www.dolphinoffshore.com and the weblink of the same is http://dolphinoffshore.com/policies/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details on Internal Financial Control systems and their adequacy are provided in Management Discussion and Analysis, which forms part of this report.

A. Statutory Auditors

M/s Mahendra N. Shah & Co., Chartered Accountants (Firm Registration No 105775W), were appointed as the Statutory Auditors of the Company for the period of five (5) years from the financial year 2023-2024 to financial year 2027-2028.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT

The Auditors? Report for financial year 2023-24 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark or disclaimer which requires the clarification of the Management of the Company.

B. Secretarial Auditors

The Board has appointed Mr. Kinjal Shah, Practicing Company Secretary (Membership No. 21716 & Certificate of Practice No. 7417) as Secretarial Auditors of the Company to carry out Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 at its meeting duly held on 25^th May, 2023.

Further, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith as Annexure – B, which forms part of this report.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE PCS IN SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the year ended on 31^st March, 2024 has raised following qualification in his Secretarial Audit Report:

Statutory Auditors appointed in Casual Vacancy was not confirmed by the shareholders within 3 months from the date of Board Meeting to that extent company has violated provisions of Section 139(8) of the Companies Act, 2013.

Management Response:

Dolphin Offshore Enterprises (India) Limited was acquired as per Resolution Plan approved by the Hon?ble National Company Law Tribunal (NCLT) vide Order dated September 29, 2022 and the effective charge and control of the Company has been handed over to the current management w.e.f. January 02, 2023. Hence, the Board appointed the Statutory Auditor in the board to fill the casual vacancy but the same was not confirmed by the shareholders as the equity shares of the Company were suspended from trading on BSE Limited and National Stock Exchange of India Limited during the period from November 04, 2019 due to suspension and penal reasons. Post reduction of share capital as per approved Resolution plan, the equity shares were admitted to dealings on the exchange with effect from August 21, 2023. Due to the suspension of equity shares, the new management board was not able to identify the list of shareholders resulting not able to hold general meetings for rectifying such appointment, However, after revocation of suspension the said appointment was ratified by the shareholders.

C. Internal Auditors

Statutory Auditors appointed in Casual Vacancy was not confirmed by the shareholders within 3 months from the date of Board Meeting to that extent company has violated provisions of Section 139(8) of the Companies Act, 2013.

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. M G P & ASSOCIATES, Chartered Accountants (FRN: 140164W), as Internal Auditor in the Board of Director?s meeting held on 25^th May, 2023, to conduct Internal Audit for the financial year 2023-24.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed there under either to the Company or to the Central Government.

PARTICULARS OF EMPLOYEES:

In line with the provisions of Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the shareholders through electronic mode excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The statement containing information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure – C and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure – D, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure–E which forms part of this report.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended on 31^st March, 2024 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as Annexure – F, which forms part of this report.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower policy to provide a formal mechanism for the directors and employees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful conduct taking place in the Company for appropriate action. Through this mechanism, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. It is hereby affirmed that no personnel have been denied access to the Audit Committee. The Vigil Mechanism / Whistle Blower policy has been placed on the website of the Company www.dolphinoffshore.com. The weblink is http://dolphinoffshore.com/policies/.

RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/DISCLOSURES:

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company www.dolphinoffshore.com. The weblink is http://dolphinoffshore.com/policies/.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL SIMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There were no significant and material orders issued against the Company by any regulatory authority or court or tribunal during the year that could affect the going concern status and Company?s operation in future.

INSURANCE

All movable and immovable properties as owned by the Company continued to be adequately insured against risks.

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

The Company has constituted Policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee to redress complaints received regarding sexual harassment.

Your directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.

RELISTING OF SHARES:

The equity shares of the Company were suspended from trading on BSE Limited and National Stock Exchange of India Limited during the period from November 04, 2019 due to suspension and penal reasons. Post reduction of share capital as per approved Resolution plan, the equity shares were admitted to dealings on the exchange with effect from August 21, 2023.

QUALIFIED INSTITUTIONAL PLACEMENT

The Company has issued 8,42,000 Equity Shares of Rs. 10 each to eligible qualified institutional buyers through a qualified institutions placement under Chapter VI of the SEBI ICDR Regulations.

SPLIT OF SHARES

The Company has sub-divided 1(One) Equity Share having nominal/face value of Rs. 10/- (Rupees Ten Only) into 10 (Ten) Equity Shares having nominal/face value of Rs. 1/- (Rupees One Only) each.

Details of Sub-division of Equity Shares

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there were no such events/ transactions on these items during the year under review:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees. b. Issue of sweat equity shares. c. Issue of equity shares with differential rights as dividend, voting or otherwise. d. Issue of employee stock options scheme. e. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

WEBSITE OF YOUR COMPANY

Your Company maintains a website www.dolphinoffshore.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

ACKNOWLEDGEMENT:

Your directors? places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies, Financial Institutions, Employees and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future