Your Directors are pleased to present the Fifteenth Annual Report and Audited Financial Statements of the Company for the financial
year ended March 31,2025.

FINANCIAL HIGHLIGHTS:

The Company’s financial performance, for the year ended March 31,2025 is summarized below: -

PERFORMANCE REVIEW:

The Key Highlights of the Company’s performance (Standalone)
for the year ended March 31,2025 are as under:

1. Net Revenue from operations recorded at ' 20.50 Crore as
against revenue of ' 15.76 Crore in the previous financial
year.

2. Net Profit recorded at ' 370.95 Crore as against last year’s
Net loss of ' 70.76 Crore

The management is optimistic for its future performance
and will endeavors all its efforts to keep the organization as
profitable concern.

DIVIDEND

In view of accumulated losses from the previous financial
years and with a view to conserve the resources, your Board
of Directors have not recommended any dividend for the year
ended 31^st March, 2025.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, there was no change in the nature
of the business activities of the Company.

AMOUNT TRANSFERRED TO RESERVE:

The Company has not transferred any amount to any Statutory
or general reserves during the Financial Year ended 2024-25.

MATERIAL CHANGES AND COMMITTEMENTS

No material changes and commitments, affecting the financial
position of the Company, have occurred between the end of the
financial year of the Company and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

OILFIELD BUSINESS

A. GLOBAL INDUSTRY OUTLOOK

Oil Industry is one of the largest industry across the world.
All major economies are highly dependent on oil industry

for energy needs. The global supply/demand is going to
see only a marginal increase in coming years as the shift
to green energy has been gaining pace among high oil
demanding nation. The industry has seen lesser activity as
the oil prices has been less volatile in last few years. IEA
estimates lowered growth estimates for demand increase of
2.5 mb/d till 2030 to reach 105.5 mb/d and supply too have
seen lowered estimates with expected raise by 5.1 mb/d
to 114.7 mb/d by 2030. In most of the countries national
oil companies are the major player and they contribute
significantly in their domestic industries. The industry can
be broken down into three key areas:

• Upstream;

• Midstream; and

• Downstream

The largest volumes of products of the Oil and Gas
industry are fuel oil and gasoline (petrol). Petroleum is
the primary material for a multitude of chemical products,
including pharmaceuticals, fertilizers, solvents and plastics.
Petroleum is therefore integral to many industries, and is
of critical importance to many nations as the foundation of
their industries.

As of July 28, 2025, WTI crude oil is trading around $65/
bbl, with the average for Q2 2025 at approximately $64.78
and June 2025 around $68.17. The stabilization of prices
over last few quarters with on-going geopolitical volatility
attributed to global economic uncertainties, shifts in trade
dynamics, and change in axis of oil supplier. While prices
had exceeded $70 in 2024 and early 2025, they have
softened slightly in mid-2025 compared to the previous
year.

This recovery and sustained price level have resulted from
a few key factors:

• OPEC production restraint: The production
agreement between OPEC and non-OPEC countries
remains in force, with significant group-wide output
cuts extended through the end of 2025 to support
market stability.

• Phased voluntary cuts: OPEC decided to gradually
phase out additional voluntary cuts starting in April
2025, in response to market fundamentals and oil
inventories, allowing for increased flexibility as they
monitor and respond to evolving market conditions.

• Global supply and demand balancing: Although
non-OPEC producers are increasing supply, the
overall consensus among major exporters remains
focused on managing output to avoid oversupply and
support prices.

B. RIG MARKET OUTLOOK

• Rig Market Conditions: Rig Market Conditions
for semi-submersibles have shown mixed signals

in 2024-25: While demand has remained relatively
stable, contracting activity has experienced a notable
slowdown with just a handful of new dayrates
recorded since January 2024. The market has been
characterized by increased attrition of older units, with
seven vintage semi-submersibles removed from the
active fleet during 2024 (average age 43.6 years),
followed by three additional retirements in early 2025
with a much lower average age of 13.3 years. This
trend reflects market adjustments to lower demand
expectations continuing into 2025 and early 2026.

• Rig Demand: Rig Demand for semi-submersibles
has faced headwinds in 2024-25: Global committed
marketed utilisation decreased by 3 percentage points
to 78% at the end of 1Q 2025 versus the previous
quarter, primarily driven by reduced contracting activity.
The slowdown in semi-sub award activity has been
evident throughout the year, with only nine fixtures
made during 1Q 2025, adding six years of semi¬
sub work backlog. Regional demand patterns show
Norway maintaining strong performance with 65% of
new awards, while other regions including Australia,
Egypt, the UK, US and Trinidad and Tobago account
for the remainder.

• Global Rig Deployment: Global Rig Deployment for
semi-submersibles has remained relatively stable but
with regional variations: The global marketed semi¬
sub supply stood at 76 units at the end of March 2025,
unchanged from the previous quarter. The North Sea
semi-sub segment closed 1Q 2025 with marketed
committed utilisation at 81%, representing a two-
percentage point decrease compared to the previous
quarter. In Southeast Asia and Australia, nine semi-
submersibles were operating at the end of 1Q 2025,
with committed marketed utilisation at 63.1%, showing
six out of nine available units committed for work.

• Rig Availability: Rig Availability has been impacted
by strategic fleet management decisions: The active
fleet has been reduced through increased scrapping of
vintage units, with market reports indicating a noticeable
increase in attrition of older semi-submersibles. The
retirement of units has been accelerated in response
to lower demand in 2024, with the trend expected
to continue into 2025 and early 2026. This strategic
reduction in supply through scrapping has helped
maintain utilisation levels despite softer demand
conditions, particularly as North Sea demand has
dwindled.

• Rig Dayrates: Rig Dayrates have shown regional
disparities with Norway leading premium pricing:
Norway continues to command consistently high and
continually increasing dayrates, with the average for
the second half of 2024 reaching $443,000, supported
by technologically advanced harsh-environment

semi-submersibles (mostly 6th generation harsh-
environment units). West African average dayrates
remained strong at $415,000 in H2 2024, though
based on limited activity with just one fixture. South
America recorded two new mutually agreed dayrate
fixtures during the period - a 400-day Brazilian fixture
at $325,000 and a 200-day fixture off Suriname.
However, the UK recorded no new fixtures during the
second half of 2024, with demand remaining sluggish,
reflecting the challenging market conditions in certain
regions.

• Summary: The semi-submersible offshore drilling rig
market in FY 2024-2025 has been characterized by
regional concentration of demand, limited contract
awards, and accelerated fleet attrition. While dayrates
remain strong in premium markets like Norway, overall
global utilization has declined, reflecting a slowdown
in contracting activity and ongoing fleet rationalization.
The outlook remains cautiously optimistic, supported
by harsh-environment and deepwater project
development, but near-term challenges around limited
new work and competitive pricing pressures persist.

C. ROAD AHEAD

Rapid economic growth among emerging nations is leading
growth in excess demand, while major economies had
curtailed oil demand growth. The crude oil consumptions
revised estimates were lowered for FY 26 by IEA and other
major oil observer citing increased production paired with
lowered demand projection. In April, J.P. Morgan Research
lowered its Brent price forecast to $66/bbl for 2025 and $58/
bbl for 2026, indicating persistent weaker demand in spite
of major oil policy changes. The supply pressure is further
to be accentuated by Saudi Arabia decisions to utilize their
OPEC supply quota in response of growing market share
of US WTI crude. The major increase in oil production will
be observed by non-American OECD nations.

In terms of barrels, IEA forecasts India’s oil consumption
to rise by 1 mb/d in FY24-30 period which is half of the
total increase in demand by Asian economies. The annual
CAGR is set to be 2.8% reaching 6.7 mb/d in 2030 from 5.8
mb/d in 2025.

The Indian oil constituents’ growth is dependent on multiple
oil products; Gasoline and diesel will lead the surge,
growing at 4.0% and 3.3% CAGR respectively, while jet
fuel demand rebounds post-covid crash at 5.6% amid
expanding air travel. LPG consumption grows moderately,
reflecting continued household and petrochemical use. In
contrast, demand for naphtha, residual fuel oil, and other
products remains flat, signaling a gradual shift away from
industrial and heavy fuel reliance. The country’s energy
profile continues to evolve alongside economic growth and

mobility trends.

Natural Gas consumption is forecast to increase at a CAGR
of 12.2% to 550 MCMPD by 2030 from 174 MCMPD in
2021.

India is looking to aggressively increase the total capacity of
domestic refinery and throughput ratios. The IEA estimates,
the total capacity of refinery in 2024 was 5.8mb/d which
will grow by 17.24% to 6.8 mb/d. The comparative global
refinancing capacity will increase by 2.36% to 108.3 mb/d
in 2030.

Energy demand of India is anticipated to grow faster than
energy demand of all major economies globally on the
back of high capital investment through FPIs and public
investment fueling domestic demand.

As per PIB reports, the country’s share in global primary
energy consumption is projected to double by 2035. Our
current global share is 6% which is set to be contributing to
12% in 2035. Currently, we are capturing 25% of the newly
created oil consumption demand along the rapid expansion
of renewables capacity in last 10 years.

Overview of the World Economy & Shipping Industry

Global maritime trade outperformed expectations in 2023
due to easing pressures on the global economy and better-
than-expected economic performance in large economies.
Global maritime trade in terms of ton-miles is estimated
to have grown by 4.2 per cent in 2023—faster than trade
in tons—due to shifts in trade patterns from the ongoing
impacts of the war in Ukraine, the disruptions in the Red
Sea and reduced water levels in the Panama Canal, all of
which extended ship journeys and distances. These shifting
trade patterns remain in focus.

UNCTAD forecasts maritime trade volume to expand by
2 per cent in 2024 driven by increased demand for major
bulks such as bauxite, coal, containerized goods, grain,
iron ore and oil. However, geopolitical tensions and the
growing severity and frequency of extreme weather events
add to the underlying threats and vulnerabilities that could
persist into 2025 and beyond.

Developments in the global shipping fleet

In 2023, fleet capacity grew faster than maritime trade
volumes; longer routes helped absorb surplus capacity. At
the start of 2024, the global fleet was made up of around
109,000 vessels . Fleet growth was uneven in 2023 with
container ship capacity jumping by nearly 8 per cent and
that of liquefied gas carriers growing by 6.4 per cent. Tanker
growth remained low, expanding by less than 2 per cent.
The world’s total fleet capacity reached about 2.4 billion
dead weight tons, with bulkers making up 42.7 per cent and
oil tankers 28.3 per cent of the total.

Fleet capacity growth is projected to grow at a similar rate
in 2024 (by 3.4 per cent) and decelerate to 2.7 per cent
in 2025 (Clarksons Research, 2024b). This slowdown
reinforces the trend of recent years while also reflecting
a low order book, long lead times at shipyards, higher
newbuilding prices, and a strong secondhand market. In
2023 and the first half of 2024, the supply of ship capacity
and vessel utilization were shaped by system inefficiencies
and new opportunities to deploy fleet capacity arising
from ongoing supply chain disruptions and rerouting.
An example is the use of “shadow” fleets (particularly in
tankers) amplified by the continued war in Ukraine and
reinforced by latest disruptions. This trend has extended
the service life for existing ships, boosted ship sales and
purchases, increased second-hand prices, slashed ship
demolition levels and motivated some investments in new
built vessels. In 2023, China, the Republic of Korea and
Japan continued to dominate the shipbuilding market with
these three countries accounting for about 95 per cent
of the global output. This was the first time that China
delivered more than 50 per cent of the world’s new ship
capacity. The Republic of Korea contributed 28.2 per cent
and Japan contributed 14.9 per cent. At the start of 2024,
the global ship order book represented 12 per cent of dead
weight tonnage, totaling 4,870 vessels and 283 million tons.
In terms of value, the order book reached 405.5 billion in
June 2024, marking a 20.7 per cent increase from the same
period in 2023. LNG carriers averaged 27 per cent of fleet
capacity in 2022, nearly 50 per cent in 2023 and over 51 per
cent in the first quarter of 2024.

While impressive, the highest LNG carriers order book-
to-fleet-capacity ratio was recorded in 2006 (88 per cent).
Liquefied petroleum gas (LPG) carriers have also attracted
more orders, with a share of approximately 23 per cent in
2023.

This reflects expectations that LPG carriers and vessels
designed to run on ammonia (NH3 vessels) will be capable
of transporting ammonia as an alternative fuel. Although

the fuels of the future remain uncertain, the greening of the
global order book is under way. This includes orders for
ships that can use multiple types of fuel and those equipped
with dual fuel capabilities, allowing them to use more than a
single fuel type.

Regulatory measures to combat climate change
increased in 2023. The European Union introduced the
ETS scheme and compliance with the requirements of
the International Maritime Organization (IMO) relating
to the Energy Efficiency Existing Ship Index (EEXI) and
the Carbon Intensity Indicator (CII) became mandatory.
IMO also adopted its 2023 IMO Strategy on Reduction of
GHG Emissions from Ships, which strengthened targets
for shipping by aiming for net-zero emissions by 2050. In
the context of growing decarbonization commitments, as
well as a relatively moderate order book and restrained
investment in new builds, global fleet renewal is emerging
as a key theme. The global shipping fleet is ageing, with
many ships soon due to reach the end of their service.

The shares of various ship types in the world fleet capacity,

1980 and 2024

Percentage share of total dead weight tons

Source: UNCTAD calculations, based on data from table 11.1 of this report and UNCTAD statistics.

Outlook

The landscape of international maritime trade has
undergone significant transformations, particularly in the
light of recent global disruptions and evolving geopolitical
dynamics. The global economy faces numerous challenges
that could impact medium-term growth prospects. Persistent
inflation, particularly in the services sector, makes it more
difficult to normalize monetary policies, with central banks
cautious about easing too quickly. Inflationary pressures
are expected to remain high in several regions. High public
debt levels in many economies, combined with elevated
borrowing costs, constrain fiscal space and limit the ability
of Governments to respond to economic shocks.

Conversely, upside opportunities include the expansion
of green energy and artificial intelligence-related product
sectors, as well as potential interest rate cuts in major
economies that could boost trade. Maintaining a balance

between immediate priorities and long-term sustainability
and resilience goals will be essential for the continued
growth and stability of international maritime trade.

ESSAR SHIPPING OPERATIONS & BUSINESS
DEVELOPMENT

The company is continuously monitoring the market to enter
into purchase of assets and operations thereby. Currently the
company owns a Tug that is employed with for a long term
charter of at market rates. The company is also looking for
opportune time to acquire ships from the market.

The Company entered into Management Service Agreement
(MSA) with one of its wholly owned subsidiary (WOS) and with a
group company for providing back office support services which
include Financial transactions processing and Financial support
services, Procurement and sourcing services and Human
resource management. The Company is charging fixed monthly
fees against the services provided to those companies in line
with the shareholders’ approval vide resolution dated 29-09¬
2023. The aforementioned MSA contracts has been terminated
during 1st quarter of FY 2025-26.

SUBSIDIARIES & ASSOCIATES

Your Company has two direct subsidiaries and one step-down
subsidiary & one overseas step-down subsidiary. OGD Services
Holdings Limited, Mauritius, and Essar Shipping DMCC are
direct subsidiaries of the Company. OGD Services Limited, India
is the step down subsidiary of the Company. Your company also
holds jointly majority of stake in DrillXplore Services Private
Limited with its wholly owned subsidiary OGD Services Holdings
Limited.

Energy II Limited cease to be the associate Company w.e.f
December 25, 2024 and residual investments in Energy II
Limited has been sold during quarter one of FY 2025-26.

A report on the performance and financial position of each of the
subsidiaries and associates companies as per the Companies
Act, 2013 is provided as Annexure F to this report and hence not
repeated here for the sake of brevity. The Policy for determining
material subsidiaries as approved by the Board is available on
Company’s website Essar Shipping Limited - Essar

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and Indian Accounting Standard (IND-
AS) - 110 on Consolidated Financial Statements read with
IND-AS-28 on Accounting for Investments in Associates, the
audited Consolidated Financial Statements are provided in the
Annual Report. The audited Consolidated Financial Statements
together with Auditors’ Report thereon form part of the Annual
Report.

The one step down subsidiary, one associate and one jointly
controlled entity not considered for Consolidation process. The
step down subsidiary admitted to NCTL and gone into liquidation

and one associate and one jointly controlled entity was held by
step down subsidiary, which has gone into liquidation. Hence,
the share of profit / (loss) for the quarter and year ended March
31, 2025, has not been included in the Consolidated Financial
Statements of the Company.

The Financial Statements of one step down subsidiary (which
has been admitted to NCLT and gone into liquidation) have not
been consolidated.

In case of an associate, which ceased to be an associate w.e.f.
December 26, 2024, the share of profit / (loss) of ' 3.51 Crore
for the period April 1, 2024 to December 25, 2024 , has been
considered for consolidation.

HUMAN RESOURCE

Your Company believes that employee competence and
motivation are necessary to achieve its business objectives.
ESL has undertaken many training initiatives to enhance
technical and managerial competence of the employees. ESL
has even undertaken a series of initiatives to enhance emotional
and intellectual engagement of employees.

Essar Radio: Used as a key medium to communicate important
updates about the different projects that were going on at
different sites. Leaders from every location including founders
took the opportunity to connect with employees, discussing the
strategies about how they aim to overcome the hurdles without
hampering or jeopardising business timelines and also taking
care of safety of the employees.

Manpower Optimization: As we believe in working in open
mind culture, we do take care of employee’s wellbeing and skill
set. As an integral part of manpower planning, the company
effectively places the employees within the other business entity
and assigned them roles equivalent to their skill sets, rather than
closing their employment/contract.

In addition to the above mentioned initiatives, engagement
programs like Health webinars, Yoga classes, and online
counselling programme were also conducted. This
transformation made it possible to scale learning efforts in a
more cost-effective way and permits greater engagement during
the locked in scenarios. Hence, initiatives like these taken during
the year helped employees and their families to stay motivated
and healthy.

The Company has policies on code of conduct, sexual
harassment of women at workplace, whistle blower, corporate
governance, insider trading etc. guiding the human assets of
the Company. For the year under review, there was no instance
of the sexual harassment reported pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity
of women employees and it has in place a policy which provides
for protection against sexual harassment of women at work
place and for prevention and Redressal of such complaints.

The Company has complied with the provisions relating to
Constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act of 2013. The Company has not received any
complaint of sexual harassment at workplace during the year.

The below table provides details of complaints received/
disposed during the financial year 2024-2025:

DIRECTORATE AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company provide entrepreneurial
leadership and plays a crucial role in providing strategic
supervision, overseeing the management performance, and
long-term success of the Company while ensuring sustainable
shareholder value. Driven by its guiding principles of Corporate
Governance, the Board’s actions endeavor to work in the best
interest of the Company.

The Directors hold a fiduciary position, exercises independent
judgment, and plays a vital role in the oversight of the Company’s
affairs. Our Board represents a tapestry of complementary skills,
attributes, perspectives and includes individuals with financial
experience and a diverse background.

DIRECTORS

During the year under review there were no changes in the
Board of Directors of the Company except the following:

1. Ms. Raji Chandrasekhar have tendered her resignation
from the post of Independent Director with effect from
closing hours of May 28, 2024;

2. Mr. Vipin Jain was appointed as a Whole-Time Director of
the Company with effect from May 28, 2024.

As per Regulation 17(1)(c) of SEBI (LODR) Regulations, 2015,
Board of top 2000 listed entities w.e.f. April 01, 2020 shall
comprises of at least six Directors, as such, on March 31,
2025, there were six directors on the Board of Company with
Independent Director as Chairman of the Board.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the
criteria of independence as prescribed under sub-Section (6) of
Section 149 of the Companies Act, 2013 and under Regulation
16 (b) (iv) of SEBI (LODR) Regulations, 2015.

Pursuant to Sections 134 and 178 of the Act and the
Regulations 17 and 19 of the Listing Regulations, Nomination
and Remuneration Committee (‘NRC’) has set the policy for

performance evaluation of Independent Directors, Board,
Committees and other individual directors; separate meeting
of Independent Directors; familiarization programme for
Independent Directors, etc. is provided under Corporate
Governance Report annexed with this Report and the relevant
policies are also available on the website of the Company Essar
Shipping Limited - Essar

Based on the criteria set by NRC, the Board has carried out the
annual evaluation of its own performance, its committees and
individual Directors for FY 2024-2025. The questionnaires on
performance evaluation were prepared in line with the Guidance
Note on Board Evaluation date January 5, 2017, issued by SEBI

The performance of the Board and Individual Directors were
evaluated by the Board seeking inputs from all the Directors.
The performance of the Committees was evaluated by the Board
taking input from all the Committee members. NRC reviewed
the performance of individual Directors, separate meetings of
Independent Directors were also held to review the performance
of Non-Independent Directors and performance of the Board as
the whole. Thereafter, at the board meeting, performance of the
Board, its committees and individual Directors was discussed
and deliberated.

Further the evaluation of the Independent Directors was
done by the entire board of directors of the Company. Their
evaluation included performance of directors and fulfillment of
the Independence criteria as specified in these regulations and
their independence from the management.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act, 2013, As on March
31,2025 the Key Managerial Personnel of the Company are Mr.
Rajesh Desai, Executive Director, Mr. Vipin Jain, Chief Financial
Officer and Ms. Rachana H Trivedi, Company Secretary &
Compliance Officer.

Further during the period under review, Ms. Rachana H Trivedi,
tendered her resignation on March 22, 2025 from the post of
Company Secretary w.e.f. close of business hours of March 31,
2025 and simultaneously, Mr. Bharat Modi is appointed as a
Company Secretary & Compliance Officer w.e.f. April 01, 2025
at the Board Meeting held on March 31,2025.

BOARD MEETINGS

During the year ended March 31,2025, 6 (Six) meetings of the
Board were held 6 times, that is on May 28, 2024, June 08,
2024, August 8, 2024, November 13, 2024, February 04, 2025,
March 31,2025.

COMMITTEES OF THE BOARD

Currently the Board has 5 Committees viz. Audit Committee,
Nomination & Remuneration Committee, Stakeholders
Relationship Committee, Share Transfer Committee and
Corporate Social Responsibility Committee.

A detailed note on the composition of the Board and its
Committees and other related particulars are provided in the

Report of Directors on Corporate Governance forming part of
this Annual Report.

CHANGES IN SHARE CAPITAL

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

The Stock Exchanges have rejected the application for
Reclassification of M/s. Imperial Consultants & Securities
Limited from Promoters category to Public category. Further, the
Company would be applying with fresh application to both the
Stock Exchanges.

Further during the period under review, the company has issued
and allotted Non-Convertible Debentures as follows:

1. 2,50,00,000, 1% Unsecured, Redeemable, Unlisted,
unrated, Non-Convertible Debentures to M/s. Essar Steel
Metal Trading Limited;

2. 2,50,00,000, 8.25% Secured, Redeemable, Unlisted, Non¬
Convertible Debentures to M/s. Abhinand Ventures Private
Limited;

3. 6,00,00,000, 1% Secured, Redeemable, Unlisted, Non¬
Convertible Debentures to M/s. Abhinand Ventures Private
Limited

Further, during the under review, 1% 3,20,00,000 unlisted
debentures issued on 13 December 2023 were fully redeemed
by the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards had
been followed and there are no material departures from
the same;

(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 the state of affairs of the Company as
at March 31, 2025 and of the of the Company for the year
ended on that date;

(c) 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;

(d) the Directors had prepared the annual accounts on a going
concern basis. The auditors have expressed an emphasis
of matter on Going Concern in their Consolidated Audit
Report relating to a step down subsidiary.

(e) the Directors, had laid down internal financial controls
followed by the Company and that such internal financial
controls are adequate and were operating effectively as

endorsed by Statutory Auditor in their separate report
annexed to the Annual Report

(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.

RISK MANAGEMENT

Your Company has a Risk Management Policy that outlines the
framework and procedures to assess and mitigate the impact
of risks, and to update the Board and the senior management
on a periodical basis on the risk assessed, actions taken for
mitigation and efficacy of mitigation measures. With efficient
Risk Management Framework, your Company managed:

(a) Economic Risks by entering into long term contracts with
reputed global majors in each of its divisions thereby
ensuring long term profitability of the Company and assured
cash flows;

(b) Interest Rate Risk by undertaking suitable hedging
strategies to overcome any adverse interest rate risks.
It has formulated internal target rates at which any open
interest rate risk can be hedged;

(c) Control over the operational matrix of various vessels to
reduce cost and reduce downtime of vessels; and

(d) Control over various OPEX cost of the organization.

As per LODR, Regulation 2015, Risk Management Committee
is required to be constituted by top 1000 Companies based on
market capitalisation, since your Company does not fall in that
category, the constitution of Risk Management Committee is not
required for your company. However, Company do believe and
had put best efforts to minimise/mitigate the risk.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has a well-established framework of internal
operational and financial controls, including suitable monitoring
procedure systems which are adequate for the nature of its
business and the size of its operations. The detailed report
is given in Corporate Governance Report. Based on the
performance of the internal financial control, work performed
by internal, statutory and external consultants and reviews
of Management and the Audit Committee, the board is of the
opinion that the Company’s internal financial controls were
effective and adequate during the FY 2024-2025 for ensuring
the orderly efficient conduct of its business including adherence
to the Company’s policies, safeguarding of its assets, the
prevention and detection of fraud and errors, the accuracy and
completeness of accounting records and timely preparations of
reliable financial disclosures.

VARIATION IN THE PROJECTED UTILIZATION OF FUNDS:

During the period under review, company issued and allotted
Non-Convertible Debentures (NCDs) worth ^1100 Crores by
converting existing inter-corporate deposits (ICDs) into NCDs.

Hence there was no variation in the utilization of funds.
CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards
of corporate governance and has put in place an effective
corporate governance system. The Company has complied
with all mandatory provisions of SEBI (LoDr) Regulations
2015, relating to Corporate Governance. A separate report on
Corporate Governance as stipulated under the SEBI (LODR)
Regulations, 2015 forms part of this Report. The requisite
certificates from the Auditors of the Company regarding
compliance with the conditions of corporate governance are
attached to the report on Corporate Governance.

VIGIL MECHANISM

The Company is in compliance with Section 177 of the
Companies Act, 2013 and Regulation 18 and Regulation 22 of
the Listing Regulations established Vigil Mechanism by adopting
the ‘Whistle Blower Policy’, for Directors and Employees.
The Whistle Blower Policy provides for adequate safeguards
against victimization of persons who use such mechanism
and have provision for direct access to the Chairperson of the
Audit Committee in appropriate cases. A copy of the Whistle
Blower Policy is available on the website of the Company Essar
Shipping Limited - Essar

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of
the following members:

Since the Company has incurred losses in proceeding three
financial years, it was not required to spend on CSR Activities
Further, in terms of provisions of Section 135 read with The
Companies (Corporate Social Responsibility Policy) Rules,
2014 CSR Report is annexed to this Report as Annexure-A.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the “Essar Shipping Employees
Stock Option Scheme-2011” (“Scheme”) in accordance with the
Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 (“the SEBI Guidelines”).

The term of scheme of Employee Stock Option was for a period of
seven years which got completed in the year 2018. As the objective
of the trust is attained, the ESOS trust has been wound up.

AUDITORS

M/s. C N K & Associates LLP, Chartered Accountants - Statutory
Auditors (Registration No. 101961 W/W - 100036) were re¬

appointed at 10^th AGM of the Company held on September 30,
2020 to hold the office up to the conclusion of 15^th AGM of the
Company to be held in the year 2025.

The Audit Report on the Financial Statements of the Company
for F.Y. 2024-25 forms part of this Annual Report.

The Report does not contain any qualification, reservation,
adverse remark or disclaimer. The Company has confirmed with
Auditors that they satisfy the criteria provided under Section 141
of the Act and rules framed thereunder.

Further, M/s. Manohar Chowdhry & Associates, Chartered
Accountants (Registration No. 01997S) would be appointed as
the Statutory Auditors of the Company for a term of Five (5)
consecutive years, to hold office from the conclusion of Fifteenth
(15th) AGM till the conclusion of Twentieth (20th) AGM of the
Company to conduct statutory audit from FY2026 to FY2030.

AUDITORS’ REPORT:

Further with regard to the observations made in Annexure A to
the Auditors’ Report, the management explanation is as under:

1. As on March 31, 2025, the Company has accumulated
losses of ' 6,520.75 crore as against capital and reserves
of ' 5,217.75 crore. Some of the Lenders of the Company’s
Subsidiary (which has gone into liquidation) where the
Company is a Guarantor, have filed applications before
the High Court / National Company Law Tribunal / Debt
Recovery Tribunals for recovery of overdue amounts and /
or enforcement of guarantees.

The Company has disposed off most of its assets and some
of the investment in subsidiaries with a view to pay off its
outstanding dues to lenders / vendors. The Company’s
current liabilities exceed its current assets as on March 31,
2025.

2. The Company has certain significant open legal proceedings
for various matters with the Lenders of Company’s
Subsidiary & Customers, continuing from earlier years.

The company is contesting all the open legal matters.
During FY 2024-2025, some of the legal cases were settled.

3. We draw attention to Note No. 28 to the Standalone
Financial Statements, which indicates that as on March 31,
2025, the Company has accumulated losses of ' 6,520.75
crore as against capital and reserves of ' 5,217.75 crore.
The Company has defaulted on several loans and some
of the lenders of the Company’s subsidiary (which has
gone into liquidation) where the Company is a Guarantor,
have filed application before various forums for recovery of
overdue amounts and / or enforcement of guarantees. The
Company has disposed off most of its assets and some of
the investments with a view to pay off its outstanding dues to
lenders / vendors. The Company’s current liabilities exceed
its current assets as on March 31,2025. This indicates that
a material uncertainty exists that may cast doubt on the
Company’s ability to continue as a going concern.

The Company, however, has represented that, as mentioned
in Note No. 28 to the Standalone Financial Statements, the
Company has earned operating income from Tug given
on Bare-boat charter basis and management fees and is
taking steps to rectify the mismatch in working capital. In
view of the above, the Company has prepared the accounts
as a going concern.

4. In an earlier year, the Company had settled the loan with a
bank and paid the dues through monetisation of assets and
recognised gain on settlement. Post settlement, the Bank
had assigned the said loan to an Asset Reconstruction
Company (Assignee Company). Pending outstanding bank
guarantee (which was withdrawn during the year ended
31st March 2024) and pending Group level settlement, ‘No
Due Certificate’ (NOC) was not received from the Bank or
the Assignee Company till March 31,2024.

During the year, the Company has paid an amount of ' 0.60
crore and received the NOC from the Assignee Company.
The amount paid has been charged to the Statement of
Profit and Loss and has been shown as an exceptional
item.

5. We draw attention to Note No. 3(A) and 8 of the Standalone
Financial Statements relating to agreement for sale of
shares held by the Company in a subsidiary. During
the year, part of the consideration amounting to USD
52,499,960 has been received and sale of shares to the
extent of consideration received has been recognised in the
books of account.

The Company has filed necessary forms with the Reserve
Bank of India in this regard. The balance shares are held for
sale and have been disclosed accordingly.

6. We draw attention to Note No. 19(B) of the Standalone
Financial Statements relating to payment of ' 50.83 crores
to two banks during the year towards One Time Settlement
(OTS) between the said banks and a step-down subsidiary
of the Company.

In respect of one bank, the Company has settled the
loan and paid the dues and‘no dues certificate’ has been
received from the said bank. The Company does not expect
any additional liability to devolve in this regard. In respect of
the other Bank, the OTS is yet to be concluded.

Since the step-down subsidiary is under liquidation, hence
the entire amount paid is doubtful of recovery and same
has been fully provided for.

7. The Company has netted off of ' 331.26 Crore payable
to a wholly owned overseas subsidiary with the amount
receivable from the said subsidiary. This is subject to
pending application and approval from the regulatory
authorities.

Once we will get the approval for set-off, net amount will be
shown as receivables from the subsidiary company.

8. We draw attention to Note No. 28 to the Consolidated
Financial Statements wherein it is stated that:

• The Group has accumulated losses of ' 5,506.39 crore
as against capital and reserves of ' 3,126.76 crore as
on March 31,2025.

• Some of the lenders of one of the subsidiaries which
has gone into liquidation) where the holding company
is a Guarantor have filed application before various
forums for recovery of overdue amounts and / or
enforcement of guarantees.

• The Group’s Holding Company has disposed off most
of its assets and some of the investments to pay off its
outstanding dues to lenders / vendors.

• The net worth the Group eroded and it is incurring
continuous losses since last several years.

• In case of a subsidiary, the auditors of the said
Company have pointed out that the Company has
obtained a one-time settlement agreement with 3 out
of 4 of its external lenders and that the said Company
is in discussion with its group companies to obtain
financial support.

The Group has earned operating income by way of hire
charges and management fees and is taking steps to rectify
the mismatch in working capital.

9. We draw attention to Note No. 19(c) of the Consolidated
Financial Statements relating to payment of ' 50.83 crores
during the year to two banks towards One Time Settlement
(OTS) between the said banks and a step-down subsidiary
of the Holding Company.

In respect of one bank, the Holding Company has settled
the loan and paid the dues and ‘no dues certificate’ has
been received from the said bank. The Holding Company
does not expect any additional liability to devolve in this
regard. In respect of the other Bank, the OTS is yet to be
concluded.

Since the step-down subsidiary is under liquidation, hence
the entire amount paid is doubtful of recovery and same has
been fully provided for.

10. We draw attention to Note No. 8 of the Consolidated
Financial Statements relating to the agreement for sale of
shares held by the Holding Company in a subsidiary. Part of
the consideration amounting to USD 524,99,960 has been
received by the Holding Company during the year, and sale
of shares to the extent of consideration received has been
recognized in the books of account.

The Holding Company has filed necessary forms with the
Reserve Bank of India in this regard. The balance shares
are held for sale and have been disclosed accordingly.

11. As on March 31, 2025 the Group has accumulated losses
of ' 5,506.39 crore as against capital and reserves of

' 3,126.76 crore. The Group has also defaulted on several
loans and lenders have initiated recovery proceedings as
mentioned in Note No.28 of the Consolidated Financial
Statements.

The Group has disposed off most of it’s assets and some
of the investment in subsidiaries with a view to pay off it’s
outstanding dues to lenders/ vendors. The Group’s current
liabilities exceeds its current assets as on March 31,2025.
All these factors indicates that a material uncertainty exists
that may cast doubt on the Group’s ability to continue as a
going concern.

12. In case of one associate and one jointly controlled entity,
share of profit / (loss) for the quarter and year ended March
31,2025, has not been included in the Consolidated

During the FY 2022-23, the Indian step-down subsidiary
was admitted to Corporate Insolvency Resolution Process
(CIRP) and consequently its management was taken over
by Interim Resolution Professional. Hence the share of
profit/ (loss) of associate of the step-down subsidiary and
an entity jointly controlled with the step-down subsidiary is
not considered for consolidation purpose for FY 2024-25.

13. The Financial Statements of one step down subsidiary
(which has been admitted to NCLT and gone into liquidation)
have not been consolidated.

During the FY 2022-23, the Indian step-down subsidiary
was admitted to Corporate Insolvency Resolution Process
(CIRP) and consequently its management was taken over
by Interim Resolution Professional. Hence the subsidiary is
not considered for consolidation purpose for FY 2024-25.

14. In case of an associate, which ceased to be an associate
w.e.f. December 26, 2024, the share of profit / (loss) of '
3.51 Crore for the period April 1, 2024 to December 25,
2024 , has been considered for consolidation.

The company has sold the investment in shares in the
associate company and hence, considered share of profit
of an associate till December 25, 2024.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors
nor the secretarial auditors reported to the Audit Committee
of the Board, under section 143(12) of the Act, any instances
of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned
in the Report.

INTERNAL AUDITOR AND THEIR REPORT

The Board has appointed M/s. DMKH & Co, Chartered
Accountants, as Internal Auditor of the Company to conduct
Internal Audit for the financial year 2024-2025. During the
year under review M/s. DMKH & Co, Chartered Accountants,
Internal Auditor has submitted their Report for the said
quarters/period to the Audit Committee for its review and
necessary action.

SECRETARIAL AUDIT

The Board has appointed M/s. Mayank Arora & Co., Practising
Company Secretaries, to conduct Secretarial Audit for the
financial year 2024-2025.

Further, as per SEBI Circular dated December 31, 2024, M/s.
Mayank Arora & Co., Practising Company Secretaries would be
appointed as Secretarial Auditor of the Company, for a term of
Five (5) consecutive years, to hold office from the conclusion
of Fifteenth (15th) AGM till the conclusion of Twentieth (20th)
AGM of the Company to conduct secretarial audit from FY2026
to FY2030.

The Secretarial Audit Report for the financial year ended March
31, 2025 is annexed herewith marked as Annexure - B to this
Report.

The Secretarial Auditor has made following observation(s) and
the Management reply for the same is as under:

1. Pursuant to regulation 23(9) of SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015, the
company was required to make disclosure of related party
transactions after every six months on the date of publication
of its standalone and consolidated financial results with
effect from April 01, 2023; however the company has filed
the related party transaction details with 1 (one) day delay
for both half year ended i.e. March 31,2024, therefore the
company has paid the relevant fine as levied by BSE and
NSE within the relevant timeline and also applied for waiver
of the same.

The Company has paid the relevant fine as levied by the
BSE and National Stock Exchange of India Limited within
the relevant timeline and also applied for waiver. The
Board Members took the cognizance of the fine levied
by the exchanges and stated that more care should be
taken while undertaking compliances in the future.

2. Pursuant to the provisions of section 129 of Companies
Act, 2013, the Financial Result of one subsidiary (which
has been admitted to NCLT and undergoing CIRP Process)
have not been consolidated.

During FY 2022-23, one of Indian sub-subsidiary got
admitted to Corporate Insolvency Resolution Process
(CIRP) and management of the company took over by
Resolution Professional and hence the said subsidiary
not considered for consolidation purpose

MAINTENANCE OF COST RECORDS:

The maintenance of cost records for the services rendered by
the Company is not required pursuant to Section 148(1) of the
Companies Act, 2013 read with Rule 3 of Companies (Cost
Records and Audit) Rules, 2014.

SECRETARIAL STANDARDS OF ICSI

The Directors state that proper systems have been devised to
ensure compliance with the applicable laws. Pursuant to the

provisions of Section 118 of the Act, 2013 during F.Y. 2024-2025,
the Company has adhered with the applicable provisions of the
Secretarial Standards (“SS-1” and “SS-2”) relating to ‘Meetings
of the Board of Directors’ and ‘General Meetings’ issued by the
Institute of Company Secretaries of India (“ICSI”) and notified
by MCA.

APPOINTMENT AND REMUNERATION POLICY FOR
DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors on recommendation of the Nomination &
Remuneration Committee has adopted a policy for appointment
of Directors, remuneration of Directors, Key Managerial
Personnel and other employees. The brief details on the above
are provided in Corporate Governance Report and the policy
is available on the website of the Company esl.secretarial@
essarshipping.co.in. The details of remuneration as required
to be disclosed pursuant to the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
annexed as Annexure - C to this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other
particulars of the employees drawing remuneration in excess
of the limits set out in the said rules together with disclosures
pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in the
Annexure - D to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts / arrangements / transactions entered by the
Company during the financial year with related parties were
in the ordinary course of business and on an arm’s length
basis.

The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may
be accessed on the Company’s website Essar Shipping Limited
- Essar. The information on each of the transactions with the
related party as per the Companies Act, 2013 is provided in note
27 of notes forming part of the financial statement and hence not
repeated. The disclosure required pursuant to clause (h) of sub¬
Section (3) of Section 134 of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2
is annexed herewith as Annexure - E to this Report.

WEBLINK OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025 in
Form MGT - 7 in accordance with Section 92(3) of the Act read
with the Companies (Management and Administration) Rules,
2014, is available on the website of the Company at Essar
Shipping Limited - Essar.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO
INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of the Act and IEPF Rules, as
amended from time to time, the Company is required to transfer
the following to IEPF:

1. Dividend amount that remains unpaid/unclaimed for a
period of seven (07) years; and

2. Shares on which the dividend has not been paid/claimed for
seven (07) consecutive years or more.

Additionally, pursuant to Rule 3(3) of IEPF Rules, in case of term
deposits of companies, due unpaid or unclaimed interest shall
be transferred to the Fund along with the transfer of the matured
amount of such term deposits.

As on date, there are no unpaid and unclaimed amounts to be
transferred to the investor education and protection fund.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

The Insolvency Petition was filed by Corporate Creditor of OGD
Services Limited (OGD), a step down Subsidiary of ESL. The
Company (OGD) is admitted under the Corporate Insolvency
Resolution Process (“CIRP”) by Hon’ble National Company Law
Tribunal (“NCLT”), Mumbai Bench by Order dated February
09, 2023. During the year the NCLT has passed an order on
29^th April 2024 for liquidation of the company. ESL being the
corporate Guarantor has contested the order with NCLAT Delhi.
Currently the matter is sub-judice.

The Company has received Notice from Registrar of Companies,
Ahmedabad (herein referred as “ROC”) dated April 11,2023 for
Adjudication of penalty under Section 454 of Companies Act,
2013 under u/s 197 of the Companies Act, 2013. Further, the
Company has paid an amount of ' 5,00,000/- to ROC as the
penalty was imposed on the Company and ' 1,00,000/- each
was paid by Mr. Ranjit Singh and Mr. Rahul Bhargav who were
Directors of the Company.

Further, the Company has also received Notice from Registrar
of Companies, Ahmedabad (herein referred as “ROC”) dated
January 11, 2024 for Adjudication of penalty under Section
454 of Companies Act, 2013 under u/s 118 of the Companies
Act, 2013. Further, the ROC have imposed the penalty on
the Company of ' 10,50,000/- and ' 90,000/- on its officers in
default. The Penalty amount is paid by the officers in default and
the company is under process of paying the same.

During the year, the company has signed a settlement agreement
with Steel Authority of India Limited (SAIL) under the Vivad Se
Vishwas Scheme - II. As per the Scheme, the company will

receive 65% of original claim amount plus interest which was
accounted as exceptional item in the earlier year. Irrecoverable
amount of ' 66.99 crores has been charged to Profit & Loss
account as on 31st March, 2024 as an exceptional item

The company have received interest waiver to the tune of ' 6.60
crores from one of the lenders and hence same has been shown
as exceptional income in Profit & Loss account and no dues
certificate received from them.

During the year, the Income tax department has filed an appeal
with the High Court of Bombay against the favourable order
passed by Income Tax Appellate Tribunal (ITAT) in favour of the
company for one assessment year.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

Technology Absorption

The Company has successfully implemented SAP in its financial
and budget management systems. The Company has also now
implemented various methods of automation so as to have
greater visibility and control over its assets and further improve
the turnaround time thereby increasing asset utilisation and
profitability. Planned maintenance and purchase management
system of all the vessels are now being integrated with SAP in
order to have uniform platform. The Company has implemented
a robust Document Management System thus improving the
availability of critical information in e-mode thereby reducing the
use of paper. Ship-staff payroll system has been developed and
implemented successfully.

Foreign Exchange Earnings and Outgo

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

Foreign Exchanged Earned (including loan receipts, sale of
ships, freight, charter hire earnings, interest income, etc.):
' 501.36 crores

Foreign Exchanged Used (including cost of acquisition of ships,
loan repayments, interest, operating expenses, etc.): '534.48
crores

PUBLIC DEPOSITS

During the year under review, your Company neither accepted
any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as ‘Deposits’ in
terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014 and hence the
requirement for furnishing of details of deposits which are not in
compliance with the Chapter V of the Companies Act, 2013 is
not applicable.

PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line

with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder for prevention and redressal
of complaints of sexual harassment at workplace. Disclosures
in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 have been
provided in the Report on Corporate Governance.

LISTING OF SHARES & LISTING FEES

The Company’s equity shares are actively traded on BSE
Limited (BSE) and the National Stock Exchange of India Limited
(NSEIL). The listing fees payable for the financial year 2024¬
2025 is paid to BSE Limited and National Stock Exchange of
India Limited within due date.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company’s
shares and prohibits the purchase or sale of Company’s
shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation
to the Company and during the period when the Trading Window
is closed. The Board is responsible for implementation of the
Code. All Board of Directors and the designated employees have
confirmed compliance with the Code. The Compliance officer
is entrusted with responsibility of overseeing, the compliances
prescribed in connection with prevention of Insider Trading.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016:

To the best of our knowledge and belief, there are no proceedings,
either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016 as amended,
before the National Company Law Tribunal as on March 31,
2025

OTHER STATUTORY DISCLOSURES

No disclosure or reporting is made with respect to the following
items, as there were no transactions during FY 2024-25.

• There was no issue of equity shares with differential rights
as to dividend, voting or otherwise;

• There was no issue of equity shares (including sweat equity
shares) to employees of the Company under Employees
Stock Option Scheme;

• The Company does not have any scheme or provision of
money for the purchase of its own shares by employees or
by trustees for the benefits of employees;

• Directors of the Company have not received any
remuneration or commission from any of its subsidiaries;

• The Company has not failed to implement any corporate
action; and

• There was no revision of financial statements and/ or
Directors’ Report of the Company under Section 131 of the
Companies Act, 2013.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors express their appreciation of commendable
teamwork of all employees. Your Directors express their thanks
to all the offices of the Ministry of Shipping, Directorate General
of Shipping, Ministry of Petroleum and Natural Gas, Indian
Navy, Indian Coast Guard, Mercantile Marine Department, State
Government and Central Government, Classification societies,
Oil Companies and Charterers, creditors, Banks and Financial
Institutions for the valuable support, help and co-operation
extended by them to the Company.

Your Directors also thanks its other business associates,
including the Members of the Company for their continued co¬
operation and support extended towards the Company.

For and on behalf of the Board

Rajesh Desai Suresh Ramamirtham

Director Chairman

DIN: 08848625 DIN: 09299459

Mumbai

Date: August 13, 2025