Your Directors present their report as under:11 FINANCIAL RESULTS :
PARTICULARS
Rs. in Crores.
Year ended
March 31, 2025.
March 31, 2024.
Income from Operations
32.75
29.96
Other Income
0.46
7.69
Gross Income
33.21
37.65
Expenses for the period
26.03
27.74
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).
7.18
9.91
Finance cost
1.84
2.03
Depreciation
13.51
12.27
(Loss) / Profit Before Exceptional Items and Tax
(8.17)
(4.39)
Exceptional Items (Debit)
0.28
(114.59)
(Loss) / Profit Before Tax
(7.89)
(118.98)
Provisbn for Taxation
Current Tax
0.08
0.60
Tax for earlbr years (Debit)
—
1.37
Net Profit (Loss) / After Tax
(7.97)
(120.95)
Add Balance of Profit /(loss) brought forward from prevbus year
(173.28)
(52 33)
Balance carried forward
(181.25)
2] The Annual Accounts of the Company have been prepared in accordance with the requirements of the Indian Accounting Standard (INDAS). The impact of the IND AS is stated in the Notes to the Accounts.
Income from Operatbns for the year ended 31.03.2025 stood at Rs.32.75 crores, as against Rs.30.00 crores for the previous year. Therevenue mainly consisted of earnings of two of the Company’s vessels for almost the full year. Other Income for the year which comprisedmainly of Interest, and Exchange Fluctuation - Gain (Net) stood at Rs.0.46 crores as against Rs.7.69 crores in the previous year. For theprevious year Other Income comprised mainly of Reversal of Interest of Rs.4.97 Crores on account of write back of unsecured ban andreversal on account of settlement / pre-payment of debt to the tune of Rs 2 54 crores
The Expenses for the year stood at Rs.26.03 crores as against Rs.27.74 crores, EBIDTAfor the year stood at Rs.7.18 crores as againstRs.9.91 Crores for the previous year. Finance charges for the year stood at Rs.1.84 crores as against Rs.2.03 crores fbrthe previous year.Depreciation for the year stood at Rs.13.51 crores as against Rs.12.27 crores for prevbus year. While the Company was EBIDTA positive,the Loss before Exceptional items and Tax stood at Rs.8.17 crores, as opposed to a loss of Rs.4.39 crores for the previous year. However,without the Other Income, the Company’s current year's Loss would have stood at Rs 8 63 crores as opposed to a bss of Rs 12 08 for theprevious year.
Exceptional items stood at Rs.0.28 crores as opposed to Rs. (114.59) crores. As a result, post taxes, Net Loss for the year stood at Rs.7.97crores as opposed to a Loss of Rs.120.95 crores for the previous year.
During the year under revbw :
i] The Vessels M.V. Mahananda and M.V. Kamet continued to work on East Coast of India and West Coast of India respectively.
ii] Post year under review, the Company acquired a second hand Anchor Handing Tug cum Supply Vessel (AHTSV) viz. M.V.
Mahanadi.
iii] Post the year under review, the Company upgraded one of its Vessel’s M.V. Kamet to DP2 from DP1.
In view of the losses incurred, your Directors regret their inability to recommend any Dividend.
Pursuant to the approval granted by the Shareholders of the Company, the Authorised Share Capital was increased from Rs.30 crores toRs.50 crores divided into 4,70,00,000 Equity Shares of Rs. 101- each and 1,50,000 Cumulative Convertible Preference Shares of Rs. 100/-
each and 1,50,000 Cumulative Redeemable Preference shares of Rs. 100/ each.
As on 31st March, 2025, the paid-up Share Capital stood at Rs.30.64 Crores consisting of 3,06,38,443 Equity Shares (as against Rs. 24.73crores consisting of 2,47,28,793 equity shares of Rs. 10/- each as on 31st March, 2024.
The offshore industry faces a multitude of challenges, encompassing operational, environmental, economic, and personnel-relatedissues. These include maintaining aging infrastructure, navigating complex regulations, managing high operational costs, ensuring workersafety and well-being, and adapting to evolving energy landscapes.
Additionally political and economic uncertainties will have an impact on demand and therefore extent of exploration and drilling activities inthe Oil and Gas Sector. Potential global “polarization” can also have a deep impact on the Industry. However, with this “polarization” andthe growing uncertainties, also come opportunities in certain markets and sectors within the Industry.
As indicated your Company has already commenced its expansion plans with the acquisition of a 19 year 80 Ton BP DP2 AHTSV, post theyear under review. The Vessel has now secured a term contract working in the West Coast of India w.e.f. September, 2025 for a period ofupto one (1) year.
Once all its assets are deployed on term contracts, the Company will look to expand its fleet further in a prudent and conservative manner.
The Company’s Wholly Owned Subsidiary GOISPL based in Singapore had no operating income. Other income during the year was USD1.79 mn and consisted mainly of the reversal of impairment of loss on trade receivable and waiver of expenses, as against USD 0.06 mnfor the previous year. The Company has made a net profit of USD 1.40 mn as against a profit of USD 0.05 mn in the previous year.
Though, there was no activity in GOISPL during the year, it is seeking opportunities of revenue generation and simultaneously settling itsdebts with its various Lenders.
The Management believes that despite holding 28% of Global Offshore Services B.V., The Netherlands (GOSBV), the Company does nothold significant influence in the affairs of the erstwhile subsidiary. The Company neither has any participation in the Board of Directorsof GOSBV, nor has any involvement in the Management of the Company. Furthermore, in the absence of any transactions with GOSBV,consolidation of such an associate would fall out of the purview of IND AS 110 and IND AS 28.
There are no Qualifications in the Standalone Auditors’ Report.
No qualifications have been made by the Auditors’ in the Consolidated Auditors’ Report to the Shareholders. However, the Auditorshave laid Emphasis of Matter on the following :
a. We draw attention that the net worth in the financial statements of Garware Offshore International Services Pte. Limited has beeneroded and is negative Rs. 934.65 Lakhs (USD 10,93,674), that may cast significant doubt on the company’s ability to continueas a going concern.
Management View :
While the networth of Garware Offshore International Services Re. Ltd. (GOISPL), had eroded, the Company has limited activityand no recurring costs. In fact for the year under review, the Company has declared a profit of USD USD 1.40 mn.
b. The Auditors’ of the subsidiary Garware Offshore International Services Pte. Limited have given a qualified opinion on thefollowing points due to lack of sufficient audit evidence -
• Loan payable to third parties Rs.770.78 Lakhs (USD 901,921).
Confirmation of balance has been received from the said party. In any case, post the year under review, Garware Offshore InternationalServices Re. Ltd. (GOISPL), has arrived at a settlement with the said party.
The Company has paid the Listing Fees for the year 2025-26 to BSE Limited.
During the year under review, no Deposits were accepted under Chapter V of the Companies Act, 2013 and hence the details relating todeposits and details which are not in compliance under Chapter V of the Act are “NOT APPLICABLE”.
Kindly refer Annexure B to the Directors’ Report for details of other deposits/Loans received by the Company.
12] RESPONSIBILITY STATEMENT:
The Directors confirm:
a) That in the preparation of the Annual Accounts, the applicable accounting standards have been folbwed and that no materialdepartures (save and except as stated in the Directors’ Report) have been made from the same.
b) That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the year and the Loss ofthe Company for the year ended on 31.03.2025.
c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions ofthe Companies Act, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) That they have prepared the Annual Accounts on a going concern basis.
e) That they have laid down internal financial controls to be followed and that such financial controls are adequate and were operatingeffectively.
f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
13] INSURANCE :
All the Vessels owned and operated by the Company and its subsidiary have been insured for Hull & Machinery and Protection & Indemnity(P& I) claims.
14] DIRECTORATE :
• Mrs. Maneesha S. Shah retires by rotation and being eligible, offers herself for re-appointment. Members are requested to re-elect heras a Director.
• Mr. Mukund M. Honkan - Whole-Time Director’ was appointed by the Shareholders by Postal Ballot dated 27.06.2025 for three (3)years w.e.f. 01.04.2025.
The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and the same has been compliedwith.
The Code of Conduct for Directors and Senior Management is available on the Company’s website www.globaloffshore.in.
15] PERSONNEL:
The relations with Employees of the Company, have been cordial. Your Directors wish to express their appreciatbn of the services renderedby devoted employees, which has helped the Company sustain operations during extremely difficult bmes.
16] DEMATERIALISATION OF SHARES:
The Company’s shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement, as onthe date of the report, 100% of the shares held by the Promoters / Persons Acting in Concert category are in Electronic Form.
17] ANNUAL RETURN :
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return has been upbaded on the Company’swebsite: www.alobaloffshore.in .
18] STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company viz. Mr. Jisupriya Guhathakurta, Ms. Smita D. Gaurand Mrs. Faisy Viju have given a declarationthat they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.
Further all Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act,2013
19] NUMBER OF BOARD MEETINGS:
During the year under review Nine (9) Board Meetings were held as detailed below:
(i) 30t” April, 2024, (ii) 29”' May, 2024, (ii) 09th August, 2024 (iv) 16” October, 2024 (v) 30” October, 2024 (vi) 03rd January, 2025 (vii) 05”'
February, 2025, (viii) 10” February, 2025 and (ix) 27” March, 2025
20] BOARD EVALUATION:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and provision of SEBI (Listing Obligations and DiscbsureRequirements), Regulatbns 2015, the Company has put in place a framework for the evaluatbn of the Board, its Directors, the Chairmanand all the Committees, with the approval of the Nomination and Remuneration Committee
The evaluations for the Directors, the Board and the Committees are carried out through circulation of questbnnaires to the IndependentDirectors and the Committees, respectively. The performance of the Board is assessed on select parameters related to roles, responsibilitiesand obligations of the Board, rebvance of Board discussions, attention to strategic issues, performance on key areas, providing feedback to
Executive Management and assessing the quality, quantity and timeliness of flow of information between the Company Management andthe Board. The evaluation criteria for the Directors are based on their participation, contribution, offering guidance to and understanding ofthe areas which were relevant to them in their capacity as Members of the Board. The evaluation criteria for the Chairman of the Board,besides the general criteria adopted for assessment of all Directors, focuses on leadership abilities, effective management of meetingsand preservation of the interest of stakeholders. The evaluation of the Committees is based on the assessment of the clanty with which themandate of the Committee is defined, effective discharge of the terms and reference of the Committees and assessment of effectivenessof contribution of the Committee’s deliberation / recommendations to the functioning / decisions of the Board. The overall performanceevaluation process was completed to the satisfaction of the Board.
At the time of appointment on the Board, each Independent Director is issued a formal letter of appointment, which inter alia explains therole, function, duties and responsibilities expected of him/her as a Director of the Company. All the Directors have been provided with adeep insight into the business of the Company including the working of the subsidiaries. Vessel-wise details have also been furnished tothem. The Directors have also received a detailed explanation on the Compliances required from him/ her under the Companies Act, 2013,SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respectto the same.
The details of the Loans/Investment/Guarantees, during the year under review is enclosed as Annexure A.
The details of contracts/arrangement with related parties are enclosed as Annexure B.
Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conducf which aims to improve the governancepractices across all Company activities. Risk Management Policy and processes will enable the Company to proactively manage uncertaintyand changes in both internal and external environments in an attempt to capitalize on opportunities and limit negative impacts.
The Risk Management Policy of the Company identifies, evaluates, monitors and minimizes identifiable risks.
During the year under review, the Company did not undertake any CSR activity. Kindly refer to Annexure C.
During the year under review, there was no significant and material order passed by Regulators or Courts or Tribunals impacting the futureoperations or the “going concern" status of the Company.
After the year under review, the Hon’ble High Court in the U.K has passed an order against the Company concerning the enforcement ofinvalid and expired Guarantees issued by the Company. This Order pertains to the Corporate Guarantees to the tune of $13.50 million plusinterest issued by the Company in favour of two (2) Special Purpose Vehicle (SPVs) owned by a Chinese financial owner.
Despite having agreed to cancel the aforesaid Corporate Guarantees in writing and absolve the Company of any potential liability, and theCompany having filed the expired Guarantees with the Reserve Bank of India as “null and void” the Chinese owner through the aforesaidSPVs proceeded against the Company almost 2 years alter expiry of the Guarantee.
The Company after evaluating various legal remedies available in response to the Order, has applied for leave to appeal against the Orderand is also considering filing a counterclaim/criminal proceedings against the Chinese Company.
In the opinion of Board of Directors, there is adequate Internal Financial Control with respect to the preparation and presentation of theFinancial statements which form a part of this Annual Report.
Pursuant to the Provisions of the Companies Act, 2013, subject to the approval of the members at the ensuing AGM ,Mr. Rajkumar RTiwari is appointed as Secretarial Auditors for a period of five (5) years. Members are requested to appoint him as Secretarial Auditors ofthe Company.
The Secretarial Auditor carried out the Secretarial Audit and submitted his Report pursuant to Section 204(1) of the Companies Act, 2013and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, enclosed as Annexure D to theDirectors’ Report.
The Secretarial Auditor in his Compliance Report has made the following two (2) observations:
1] The Company has paid fine of Rs.38,000 plus Rs.6,840 GST @18% Total Rs.44,840 to Bombay Stock Exchange (BSE) for delayedsubmission of Secretarial Compliance Report under Regulation 24A(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 within the prescribed time period and also informed Stock Exchange ofthe corrective action initiated in this regard.
2] The Company has paid fine of Rs.2,20,000 plus Rs.39,600 GST @18% Total Rs.2,59,600 to Bombay Stock Exchange (BSE) forDelayed filing of Listing Application with Exchange forthe allotment made on July 12, 2024 and July 15, 2024 as perthe SEBI CircularNo. SEBI/HO/CFD/DIL2/CIR/P/2019/94 dated August 19, 2019 specifying the fines to be imposed by the Stock Exchanges for non¬compliance with certain provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”)within the prescribed time period and also informed Stock Exchange of the corrective action initiated in this regard.
The Board of Directors hereby clarifies that in the first instance, though the Company had filed the PDF version of the Secretarial ComplianceReport in time, through oversight there was a slight delay in filing the XBRL version of the Secretarial Compliance Report. In the secondinstance, there was a delay in filing the listing application for listing of Equity Shares issued in the first preferential allotment of the Companythrough oversight.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent, contractual, temporary) are covered under the policy.
No sexual harassment complaint was received during the year.
Pursuant to provisions of Section 173(10) of the Companies Act, 2013, the Company has established Vigil Mechanism. The Vigil MechanismPolicy is posted at the Company’s website www.globabffshre.in
A separate report on Corporate Governance along with the Auditors’ Certificate on its compliance is given separately in the Annual Report.
The required details are enclosed as Annexure E.
During the year under review, there were no Companies which became a subsidiary, joint venture or an associate Company.
The informatbn required under Section 197 read with Rub 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rubs, 2014 in respect of empbyees of the Company and Directors is furnished as Annexure - F.
There was no change in Key Managerial Personnel / Sr. Management during the year.
No applicatbn has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made orany proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the endof the financial year is “Not Applicable”;
The requirement to disclose the details of difference between amount of the valuatbn done at the time of one-time settlement and thevaluatbn done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is “Not Applicabb".
The Board wishes to thank the Office of Directorate General of Shipping, Mercantile Marine Department, Shipping Master, and The IndianRegister of Shipping, for their continued support and co-operation during the year.
Registered Office: By Order of the Board
3rd Fbor, Prospect Chambers,
D. N. Road, Fort, Mumbai - 400 001
CIN : L61100MH1976PLC019229 A„ bd/'
Aditya A. Garware
Date : ^August, 2025. Chairman
Place : Mumbai. Din: 00019816