Market & News

The Directors of your company are pleased to present the Thirty Nineth Annual Report along with the accounts for the year ended 31^st March, 2025.

(Rupees in Millions)

The Revenue earned during the year under review stood at Rs. 4,756.55 million. No amount was transferred to reserves during the year 2024-25. Rigs under contract were working satisfactory.

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

The Subsidiary Company activities relating to the maintenance of windmills has been satisfactory.

Rig under Contract was performing satisfactorily.

The subsidiary company accounts details are available in the Company's website (www.abanoffshore.com)

Deep Driller Mexico S de R L de CV was liquidated during the year.

Pursuant to Section 129 (3) of the Companies Act, 2013 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) the consolidated financial statements is prepared in accordance with Indian Accounting standard prescribed by the institue of Chartered Accountants of India, is attached to this report.

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 is enclosed as separate section forming part of this Annual Report.

Due to cash flow constraints, the Board of Directors do not recommend any dividend.

Mr. P Murari, Mr. K. Bharathan, Mr. Ashok Kumar Rout and Ms.Subhashini Chandran ceased to be the Independent Directors of the Company after completing two terms as Independent Directors.

Ms. Subhashini Chandran will continue to be a NonExecutive Non-Independent Director of the Company liable to retire by rotation.

Mr. P Murari will continue as Chairman (Emeritus) of the Company.

Mr. P Venkateswaran was appointed as Chairman of the Company with effect from 19^th September, 2024.

Mr. Sumit Kumar Khanna and Mr. Krishnamurthy Vijayan were appointed as Independent Directors of the Company during the year.

Mr. C.P. Gopalkrishnan relinquished his responsibilites as Deputy Managing Director and Chief Financial Officer of the Company at the closure of business hours on 31^st March, 2025. He continues to be a NonExecutive Non-Independent director liable to retire by rotation.

Mr. Narayan V Ramanan was appointed as the Chief Financial Officer of the Company with effect from 1^st April,2025.

The Extract of the Annual Return is updated in the website of the Company and the same can be accessed by clicking here

The Board of Directors met 5 (Five) times during the year 2024-2025. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

The details of various committees formed and their attendance during the year are given in the Corporate Governance Report.

The Role of Audit Committee is given in the Corporate Governance Report.

Pursuant to the requirement under Section 134 (3) of

the Companies Act, 2013, with respect to the Directors'

Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the Annual Accounts for the financial year ended on 31^st March 2025, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements 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 the financial year and of the profit / loss of the Company for that period.

(iii) 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.

(iv) The Directors had prepared the accounts for the financial year ended on 31^st March 2025 on a going concern basis.

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

(vi) 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.

Independent Directors have given the declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of Independence as specified in the Act and Rules made there under and are independent of the management.

Management comments on auditors' qualification Since the banks have not issued confirmation of bank balances, deposits and term loans, the impact cannot be quantified. However, the management has considered appropriate accruals/provisions of interest on deposits and outstanding term loans and preference shares based on rates as per original term loan agreements

Management comments on auditors' qualification

The disclaimer of opinion is on preparation of the financial statements, the Management has considered the operations of the Group and the Company as going concerns notwithstanding that the Group and the Company have incurred net loss, the Group and the Company defaulting on payment of borrowings that have become due for payment and breach of certain covenants of the borrowings that have given right to the lenders to demand the borrowings to be paid immediately. They have also expressed existence of material uncertainties on the going concern assumption. The Management believes that the use of the going concern assumption in the preparation of the financial statements for the financial year ended 31^st March 2025 is still appropriate. The Management is in discussions with its lenders to obtain approval for and implementation of an appropriate debt resolution plan.

The basis of disclaimer in also on account of

• Incompleteness of bank confirmations relating to material bank balances as well as bank borrowings. The impact of this disclaimer cannot be ascertained.

• Unable to ascertain recoverability of the carrying amounts of the investments the subsidiary corporations and amounts due from subsidiary corporations and associated companies as at 31^st March 2025

The Management has considered appropriate provisions of interest on outstanding terms loans based on the rates of original agreements for outstanding terms loans.

The Management has determined that there is no objective evidence or indication that the carrying amount of investments in subsidiary corporations may not be recoverable and accordingly no impairment is required. In respect of the amounts due from subsidiary corporations and the associated companies the Management has determined that there is no significant increase in credit risk and no impairment is required.

The statutory auditors of the Parent Company have given qualified report due to nonreceipt of confirmations of bank balances and outstanding term loans. The impact of this qualification cannot be quantified. The Management has considered appropriate accruals /provisions of interest on outstanding deposits and term loans respectively, based on rates as per the original agreement.

Secretarial Audit Report - Nil

Details of loans, guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 are given in Notes to the financial statements.

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the listing Regulations. There were no materially significant Related Party Transactions during the year that would have required the shareholder approval as required under the listing regulation.

All Related Party Transactions are placed before the Audit Committee for approval. Suitable disclosures as required under AS 18 have been made in the Notes to the Financial Statements. Form AOC-2 is shown in Annexure B

The Related Party Policy have been uploaded in the website of the company and the same can be accessed by clicking here

There were no material changes and commitments affecting the financial position of the Company between the end of financial year March 31,2025 and the date of Directors Report.

The Company's robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed from the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

The Company has constituted CSR Committee in accordance with section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The average profit for the last three financial years of the Company is Negative. Hence the need to spend on CSR does not arise. The report is given in Annexure E in the Annual Report. The CSR Policy may be accessed by clicking here

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the workings of its Committees. The evaluation by the Board of its own performance and that of its committees and individual directors were done as per the manner determined by the Chairman and Independent Directors and the same has been explained in Corporate Governance report.

Mr. Sumit Kumar Khanna and Mr. Krishnamurthy Vijayan were appointed as Independent Directors of the Company for five consecutive years.

Mr. C.P Gopalkrishnan relinquished his responsibilites as Deputy Managing Director and Chief Financial Officer of the Company. He was relived from the position at the closure of business hours on 31^st March, 2025. However, he continues to be a Non-Executive Non-Independent director liable to retire by rotation.

Mr. Narayan V Ramanan was appointed as the Chief Financial Officer of the Company with effect from 1^st April, 2025.

During the year under review, Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

No significant and material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Company maintains appropriate systems of internal controls, including monitoring procedures and details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Details of the same are provided in the Management Discussion and Analysis attached to this Report.

To ensure that all its assets are safeguarded against loss from unauthorized use/misuse or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. Your company through its own internal audit department carried out periodic audits at all locations and functions. The internal audit department reviews the efficiency and effectiveness of these systems and procedures. Added objectives including evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The observations arising out of the audit are periodically reviewed and compliance ensured. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to Company policies, (b) safeguarding of its assets, (c) prevention and detection of frauds and errors, (d) the accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information

Company's Equity shares are listed in BSE Limited and National Stock Exchange of India Ltd.

Preference Shares aggregating to Rs. 2,610 million issued by the Company which were listed in BSE Limited are under suspension since the preference shares were not redeemed on due dates owing to severe cash flow strain.

Necessary stock exchange regulations are complied with and applicable listing fees for the year 2025-26 have been paid to the stock exchanges.

The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and Employees to report about unethical behavior or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The whistle blower policy has been hosted in the Company's website and the same can be accessed by clicking here

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements

of the Sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received during the year 20242025 nor were any pending unresolved complaints as on 31^st March, 2025.

1. M/s. Ford Rhodes Parks & Co. LLP Chartered Accountants, Chennai Statutory Auditors continue to hold office till the conclusion of 41st AGM.

2. G. Ramachandran & Associates, Company Secretaries of the Company are being recommended as Secretarial Auditor for a term of five consecutive years starting from financial Year 2025-26.

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in joint venture in the notes on accounts.

Maintenance of the cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies act, 2013 are not applicable to the business activities carried out by the Company.

In accordance with proviso to Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to all shareholders excluding the statement prescribed under Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the Members at the registered office of the Company during office hours till the date of the Annual General Meeting.

• Unproductive Equipment's on our assets are being replaced with new ones to save energy and to improve performance.

• Conditional Assessment and preventive maintenance for all rotating machineries are being regularly followed and monitored.

• The Company has undertaken several initiatives in this area for the past few years to reduce the carbon footprints.

• Alternate low energy consumption options were identified to optimize energy.

• Implemented distillation plants are being replaced by low energy reverse osmosis plants. Invertor type AC systems and Five star rated ACs are installed instead of conventional AC system.

• Reverse osmosis systems were installed on our rigs to convert seawater into usable freshwater efficiently.

• Through regular preventive maintenance and condition analysis, engine Emission are being optimised in our assets.

• Fuel Monitoring systems are implemented on engines in our assets to save energy, fuel and improve efficiency.

• Conditional Monitoring system was being implemented in our assets throughout our fleets to predict early warning of equipment's failures.

• Engineering analysis of steel structure to enhance the life of assets is regularly carried out.

• A grid-connected solar system is utilized whenever solar power is available.

• Started using Hybrid electrical vehicles which will replace the usage of conventional vehicles in future.

• Maintenance of coating to prevent corrosion and renewal of steel is practiced in all the fleets and regular inspection is conducted.

(Rupees in Millions)

A detailed note on the Company's philosophy on Corporate Governance and such other disclosures as required under the listing regulations is separately annexed herewith and forms part of this report.

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015 with the stock exchanges, was met.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from the Secretarial Auditor M/s. G.Ramachandran & Associates, Company Secretaries, Chennai and the same will be submitted to the Stock Exchanges within the prescribed time. The Secretarial Compliance Report also does not contain any qualification.

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries, Valued Clients and Members of the Company.

Statement in the Management Discussion and Analysis describing the Company's objective's estimates expectation of projection may be Forward Looking Statement within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include Government Regulations, Tax Laws, economic developments in India and in the countries in which the Company conducts business, litigations and other allied factors.