Duke Offshore Ltd

To,

The Members of Duke Offshore Limited,

Your Directors have pleasure in presenting the 38^th Annual Report together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31^st March, 2024.

(In Lakhs except EPS"

CHANGE OF BUSINESS IF ANY:

Our company continues to maintain its leadership in the near-shore business in India while expanding its client base by partnering with several new customers. We are also providing vessels for crew transfers and marine surveys, thereby broadening our range of services. Leveraging our engineering expertise, strong financial foundation, and sound business acumen, the company is now planning to diversify into shore-based infrastructure projects, including but not limited to oil, gas, and water sectors. This strategic expansion will further grow our customer base and enhance the company's capabilities. You Company will also make headway in Defense related medical equipment which we are currently working on.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, all dividends remaining unpaid or unclaimed for a period of 7 years from the date of their transfer are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Government of India. Accordingly, all unpaid or unclaimed dividends up to the financial year 2016-17 have become due for transfer, and the Company has completed the process and filed the relevant forms. Further, as per the aforementioned provisions, all relevant shares corresponding to the unpaid/unclaimed dividends have also been transferred to the demat account of the IEPF Authority as per the specified details. Company has delayed in the payment of Rs. 3.02 lacs in the IEPF account.

MATERIAL CHANGES AND COMMITMENTS:

The particulars as required under the provisions of Section 134(3) (l), no changes have occurred which have affected the financial position of the company between 31^st March, 2024 and the date of Board's Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a)of the Act, the Annual Return as on March 31, 2024is available on the Company's website.

MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2023-24, the Company held 4 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized as below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings:

DIRECTORS' RESPONSIBILITY STATEMENT:

a. Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The directors 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 state of affairs of the company at the end of the financial year and of profit and loss of the company for that period.

c. The directors have 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 have 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.

AUDITORS:

The Statutory Auditors of the Company, M/s S C M K & Co. LLP, Chartered Accountants [ICAI Registration No. W100662], had been appointed at the Annual General Meeting held on 30^thDecember, 2020 for a term of five consecutive years i.e., up to the conclusion of Annual General Meeting for the financial year 2024-2025, The statutory auditor confirmed that, they satisfy the eligibility criteria to be ratified as Statutory Auditor in the Company.

AUDITOR'S REPORT

There are remarks given by the Auditor in their Report as below:

1. The Company has delayed transferring Rs. 3.02 lakh to the Investor Education and Protection Fund. The same is now in process.

REPORTING OF FRAUD BY AUDITORS

During the year under review, statutory auditor has not reported any instances of Fraud committed against the Company by its officers or employee, the details of which needed to be reported to the Board as per Section 143(12) of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS:

The Company had disclosed loans, guarantees or investments made under Section 186 of the Companies Act, 2013 during the year under review in the financial statement if applicable.

RELATED PARTY TRANSACTIONS:

The company had disclosed the transaction with related parties in the financial statement if applicable.

DIRECTORS & KMP: REMUNERATION TO THE KEY MANAGEMENT PERSONNEL (KMP):

A. Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,

2013 in respect of conservation of energy and technology absorption have not been furnished

considering the nature of activities undertaken by the company during the year under review.

(a) . Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken by the company for utilizing alternate sources of energy including waste generated our company has put into effect a fuel saving scheme on all vessels. This minimizes our carbon foot print and helps protect our environment. Your company has also made efforts to recycle waste on board all vessels.

(ii) Capital investment on energy conservation equipment- There has been no capital investment for the same except for the fact that the company is reducing engine's size to save on fuel consumption and hence carbon emissions.

(b) . Technology absorption:

1. Your company has been actively involved in new technology absorption and is gearing up to meet global standards.

2. Benefits derived as a result of the above efforts, has been considerable fuel savings which have benefitted our clients and the environment.

(c) Foreign exchange earnings and Outgo:

RISK MANAGEMENT:

The ongoing conflict in Gaza, as part of the broader Israel-Hamas situation, has already impacted oil prices. Rising tensions between Israel and Iran pose further risks to oil supply chains, potentially leading to significant price increases. The World Bank has highlighted the potential spike in oil prices should a direct conflict between Iran and Israel occur. Despite these war-like situations in multiple regions, the price of crude oil has declined significantly this year. To mitigate this risk, our company continues to focus on near-shore and harbor activities to counter the slowdown in the oil and gas industry.

Additionally, with an increase in fleet size, mechanical failures can pose a threat to income. To address this, our company remains committed to enhancing its maintenance capabilities and ensuring operational efficiency.

DEPOSITS/PUBLIC DEPOSITS:

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135(5) of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and schedule VII of the Companies Act, 2013, the company has duly constituted CSR Committee. The committee has decided the activities to be undertaken by the company and the expenditures to be incurred on the same and recommended the same to the board therefore the board approved the CSR policy.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has conducted an annual performance evaluation of its own performance, the performance of individual directors, as well as the functioning of its Audit, Nomination & Remuneration, and Compliance Committees. A structured questionnaire was developed, incorporating inputs from the Directors, which covered various aspects of the Board's functioning, including the adequacy of its composition, Board culture, execution of duties, obligations, and governance practices.

A separate evaluation was undertaken for individual Directors, including the Chairman of the Board, based on criteria such as level of engagement and contribution, independence of judgment, and safeguarding the interests of the Company and its minority shareholders. The performance evaluation of Independent Directors was carried out by the entire Board, while the evaluation of

the Chairman and Non-Independent Directors was conducted by the Independent Directors, who also reviewed the performance of the Secretarial Department.

INDEPENDENT DIRECTOR'S & DECLARATION

The Board of Directors of the Company hereby confirms that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

REMUNERATION POLICY- REMUNERATION TO EXECUTIVE DIRECTORS:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board in the Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualifications, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Any director who is in receipt of any commission from the company and who is a managing director or whole time director of the company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company .(section 197 (14))

REMUNERATION TO NON-EXECUTIVE DIRECTORS:

No remuneration has been paid to Non-executive Directors of the company during the year. The company shall disclose the number of shares and convertible instruments held by non-executive Directors.

SECRETARIAL AUDIT & ITS REPORT

As required by section 204 of the Companies Act, 2013, M/s R S Rajpurohit & Co, Practicing Company Secretary of Mumbai was appointed as the Secretarial Auditor of the Company and he has carried out the Secretarial Audit of the Company and has submitted his Report which is annexed to this report along with 'Annexure-II'. The aforesaid report contains some qualifications, reservation or adverse remarks which need explanation in the Director's Report.

1. It is observed that company is late in Filling of forms and in fund transfer to Investor Education and Protection Funds. The Company has delayed transferring amount to the IEPF and do the noncompliance for IEPF process and we have made the comment on the same.

Company's Reply: Company is in process to transfer the same.

2. It is observed that company's Independent Director are not yet registered with the independent director data base the same is in due process.

Company's Reply: Company is in due process for the same.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has a well-established framework of internal operational and financial controls, including suitable monitoring procedures systems which are adequate for the nature of its business and size of the operations.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

SEBI Regulations on compliance of conditions of Corporate Governance does not apply to the Company. However, Company is complying with all other SEBI regulations and listing agreements.