Your directors are pleased to present 46th Annual Report of the Company together with the Audited Standalone Financial Statements for
the financial year ended on 31st March, 2025.

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 31st March, 2025, is summarised below.

OPERATIONS
Performance of Company:

During the year under review, the Company's Standalone revenues from operations increased to ? 1,488.48 Lakhs as compared to ? 646.74
Lakhs in the previous year, while consolidated revenues from operations increased to ? 7,401.92 Lakhs as compared to ? 646.74 Lakhs in
the previous year.

The Company's Standalone net profit was decreased to ? 324.16 Lakhs as compared to ? 574.16 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.

SUBSIDIARY AND ASSOCIATE COMPANY:

As on 31st March, 2025, 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 2024-25 are as follows:

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's
subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements
along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's
website at http://dolphinoffshore.com/subsidiaries-and-associates/

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Ind AS-110 on Consolidation of Financial Statements and as provided under the provisions of the Companies
Act, 2013 [hereinafter referred to as "Act"] read with Schedule III to the Act and Rules made thereunder and Accounting Standards and
regulation as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 the Audited Consolidated Financial Statements
are provided in the Annual Report, which shows the financial
resources, assets, liabilities, income, profits and other details of the
Company and its subsidiaries after elimination of minority interest,
as a single entity.

The Consolidated Financial Statements have been prepared on the
basis of the Audited Financial Statements of the Company and its
Subsidiary Companies.

Pursuant to the provisions of Section 136 of the Companies Act,
2013, the Financial Statements of the Company, the Consolidated
Financial Statements along with all relevant documents and the
Auditor's Report thereon form part of this Annual Report.

The Financial Statements as stated above are available on the
website www.dolphinoffshore.com of the Company.

SHARE CAPITAL

As on 31st March, 2025, the authorized share capital of the
Company consisted of 25,00,00,000 (Twenty-Five Crores) Equity
Shares of ? 1/- (Rupees One Only) each, and the paid-up equity
share capital consisted of 4,00,04,580 (Four Crores Four Thousand
Five Hundred Eighty) equity shares of ? 1/- each. During FY 2024¬
25, the Company has not issued any shares, securities / instruments
convertible into equity shares, sweat equity shares or shares with
differential voting rights not have made any provision of money
by company for purchase of its own shares by employees or by
trustees for the benefit of employees.

BOARD MEETINGS:

During the year, five (5) 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.

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. I n the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there are no
material departures;

b. They 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 at the end of financial
year and of the profit of the Company for the financial year
ended 31st March, 2025;

c. They have 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. They have prepared the Annual Accounts on a going concern
basis;

e. They have 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. They have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

DIVIDEND:

In light of the Company's planned capital expenditures, the Board
of Directors has decided to retain the current year's profits to
support future growth initiatives. Accordingly, no dividend has
been recommended on the equity shares of the Company for the
financial year.

RESERVES:

The Board of Directors has decided to retain the entire amount of
profit for financial year 2024-25 in the statement of profit and loss.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment:

The Board of Directors on recommendation of the Nomination and
Remuneration Committee had appointed Mr. Krishan Gopal as the
Chief Executive Officer with effect from 01st November, 2024.

Based on the recommendation of Nomination and Remuneration
Committee ("NRC"), and in terms of the provisions of the Act, the
Board of Directors had appointed Mrs. Shivangi Digant Shah (DIN:
11200412) as an Additional Director(Non-Executive- Independent)
of the Company effective from 22nd July, 2025. Further, in
accordance with the provisions of Section 149 read with Schedule
IV to the Act and applicable SEBI Listing Regulations, a resolution
seeking Member's approval for her appointment forms part of the
Notice for this AGM to appoint her as the Independent Director
designated as "Non-Executive Director" of the Company not liable
to retire by rotation, for a term of five years commencing from 22nd
July, 2025 to 21st July, 2030, subject to approval of the Members
at this Annual General Meeting ("AGM"). In the opinion of the
Board, Mrs. Shivangi Digant Shah (DIN: 11200412) is a person of
integrity and fulfills requisite conditions as per applicable laws and
is independent of the management of the Company.

Directors Retire by Rotation:

In accordance with the Articles of Association and the relevant
provisions of the Companies Act, 2013, Mr. Rupesh Savla, Managing
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;

• Mr. Krishan Gopal, Chief Executive Officer has resigned from
the Board of the Company with effect from 17th December,
2024, due to personal and professional reasons.

During the Current Year;

• Mr. Christopher Rodrics, Non-Executive Independent Director
has resigned from the Board of the Company with effect
from 23rd April, 2025, due to health issues. Further, he has
in his resignation e-mail confirmed that, there were no other
material reasons for his resignation.

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company are:

• Mr. Rupesh Kantilal Savla, Managing Director

• Mr. Divyesh Shah, Chief Financial Officer

• Ms. Krena Khamar, Company Secretary and Compliance
Office

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.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each of
them meets the criteria of independence as provided in Section
149(6) of the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations and they have
registered their names in the Independent Directors' Databank.
There has been no change in the circumstances affecting their
status as independent directors of the Company. The Independent
Directors are in compliance with the Code of Conduct prescribed
under Schedule IV of the Companies Act, 2013 and the Code of
Business Conduct adopted by the Company.

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and reimbursement
of expenses, if any.

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

The Board of Directors has carried out an annual evaluation of its
own performance, performance of Board committees and that of
individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.

The performance of the Board, its committees and individual
directors was evaluated by the Board after seeking inputs from all
directors on the basis of criteria established on the Guidance Note
on Board Evaluation issued by the SEBI on January 5, 2017, such
as the board / committee composition and structure, effectiveness
of board processes / committee meetings, information and
functioning, etc. In a separate meeting of the Independent
Directors, performance of Non-Independent Directors and the
Board as a whole was evaluated, taking into account the views of
the Executive Director and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual directors on the basis of
criteria such as the contribution of the individual director to the
Board and committee meetings, like preparedness on the issues
to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent
Directors and the meeting of the Nomination and Remuneration
Committee, the performance of the Board, its committees, and
individual directors was discussed. Performance evaluation of
Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

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
www.dolphinoffshore.com. The weblink is http://dolphinoffshore.
com/policies/.

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.

AUDIT COMMITTEE

The details of the Audit Committee, including its composition
terms of reference, attendance, etc., are included in the Corporate
Governance Report, which is a part of this Report. The Board has
accepted all the recommendations of the Audit Committee.

RISK MANAGEMENT:

The Company actively manages, and monitors the principal
risks and uncertainties that could impact its ability to achieve its
strategic and operational 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower Policy to deal with
instance of unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct, if any. Further,
the mechanism adopted by the Company encourages the
whistleblower to report genuine concerns or grievances and
provide for strict confidentiality, adequate safeguards against
victimization of whistleblower who avails of such mechanism
and also provides for direct access to the Chairman of the Audit
Committee, in appropriate cases. The Whistle Blower Policy is
posted on the website of the Company under investor section.

CORPORATE SOCIAL RESPONSIBILITY

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.

RELATED PARTY TRANSACTIONS

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/.

AUDITORS

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 2024-25 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 M/s. RPSS & Co., Practicing
Company Secretary as Secretarial Auditors of the Company
to carry out Secretarial Audit of the Company for the financial
year 2024-25, 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 25th October, 2024.

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 31st
March, 2025 is annexed herewith as Annexure - B, which
forms part of this report.

I n terms of Regulation 24A of the SEBI Listing Regulations,
the Board of Directors at its meeting held on 22nd July, 2025,
approved the appointment of Ms. Aishwarya Himanshu
Parekh, Practicing Company Secretary, Ahmedabad (P/R No.
4277/2023) as the Secretarial Auditor of the Company, for a
term of five consecutive years commencing from FY 2025¬
26, subject to the approval of the Members of the Company.
A proposal for appointment of Ms. Aishwarya Himanshu
Parekh, Practicing Company Secretary, Ahmedabad (P/R
No. 4277/2023) as the Secretarial Auditor of the Company
will be placed before the Members for approval at the
ensuing AGM scheduled to be held on August 30, 2025. Ms.
Aishwarya Himanshu Parekh, Practicing Company Secretary,
Ahmedabad (P/R No. 4277/2023, have complied with her
independence status and an arm's length relationship with
the Company.

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 Auditors' Report for financial year 2024-25
does not contain any qualification, reservation or adverse
remark or disclaimer which requires the clarification of the
Management of the Company.

C. Internal Auditors

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. Manubhai & Shah LLP,
Chartered Accountants (FRN: 106041W/W100136), as Internal
Auditor in the Board of Directors' meeting held on 11th May,
2025, to conduct Internal Audit for the financial year 2025-26.

REPORTING OF FRAUD BY AUDITORS

The Auditors of the Company have not reported any instances of
fraud committed during the FY 2024-25, against the Company by
its officers or employees as specified under section 143(12) of the
Companies Act, 2013.

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

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required
under section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in an Annexure
and forms part of this report. In terms of Section 136(1) of the
Companies Act, 2013, the Report and Audited Accounts are being
sent to the members excluding the aforesaid Annexure. Any
member interested in obtaining a copy of the Annexure may write
to the Company Secretary at the registered office of the Company
for a copy of it.

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 - C, 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-D 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 31st March, 2025 along with Certificate from Practicing
Company Secretary confirming compliance of conditions of
Corporate Governance is annexed herewith as Annexure - E,
which forms part of this 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/.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE
OF THE REPORT

There are no material changes and commitments affecting the
financial position of the Company between the end of the financial
year and the date of this report

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

Details 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. There has been no instance
of valuation done for settlement or for taking loan from the Banks
or Financial Institutions.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31,2025 is available on the website
of the Company i.e. www.dolphinoffshore.com in the investor
section.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established and implemented a process-driven
framework for Internal Financial Controls (IFC), in accordance with
the explanation to Section 134(5)(e) of the Companies Act, 2013.
For the year ended 31st March, 2025 the Board is of the opinion
that the Company has sound IFC system, commensurate with
the nature and size of its business operations and is operating
effectively, with no material weakness observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING 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.

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961

Your Company is fully committed to complying with the Maternity
Benefit Act, 1961. We recognize and uphold the rights of our women
employees to maternity benefits as enshrined under the Act.

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 all the Stakeholders including Government, Regulatory Authorities and Financial
Institutions 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

By order of the Board of Directors
For Dolphin Offshore
Enterprises (India) Limited

Sd/-

Dharen Savla

Date: 22/07/2025 Chairman & Director

Place Ahmedabad DIN - 00145587