Your directors are pleased to present the 31^st Directors’ Report of your Company together with the Audited Financial Statements and the

St

Auditors’ Report for the period ended 31 March, 2024. The summarized financial results for the Financial Year are as under:

FINANCIAL RESULTS:

Standalone Financial Results

During the year under review, the company has Revenue from operations of Rs. 11,812.90 Lakhs (Previous Year: Rs. 9521.50 Lakhs) and Other Income of Rs. 238.97 Lakhs (Previous Year: Rs. 203.07 Lakhs), and the Gross Profit of the Company amounted to Rs. 2,996.43 Lakhs (Previous Year: Profit of Rs. 1730.90 Lakhs). After providing for Interest & Finance charges, and Depreciation, the Company has performed well during the year under review despite poor market conditions during the year with a Profit after Tax of is Rs. 1953.11 Lakhs as compared to the previous year profit of Rs. 799.62 Lakhs.

Consolidated Financial Results:

During the year under review, the company has Revenue from operations of Rs. 13515.68 Lakhs (Previous Year: Rs. 11,157.51 Lakhs) and Other Income of Rs. 286.22 Lakhs (Previous Year: Rs. 223.27 Lakhs), and the Gross Profit/(Loss) of the Company amounted to Rs. 4467.32 Lakhs (Previous Year: Profit of Rs.3,030.13). After providing for Interest & Finance charges, and Depreciation, the Company has performed well during the year under review despite poor market conditions during the year with a Profit after Tax of is Rs. 2,355.41 Lakhs as compared to the previous year profit of Rs.952.74 Lakhs).

FINANCIAL PERFORMANCE:

(Rs. In Lakhs)

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any Dividend for the year under review.

SHARE CAPITAL

During the financial year 2023-24, the following were changes made in the share capital of the Company.

RESERVES & SURPLUS

The company has transferred the profit of Rs. 19,53,11,431 /- towards reserves and surplus. The balance in the reserves and surplus account as on March 31,2024 is Rs. 105,82,54,092/-.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31 st March 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31^st March 2024 to which the Financial Statements relates and the date of signing of this report. The Company is under the process of getting listed in National Stock Exchange (NSE) Emerge Platform for which Draft Red Herring Prospectus was filed with NSE on 09/02/2024. The approval for the same is waited as on the date of this report.

SUBSIDIARIES & JOINT VENTURES/ASSOCIATES

The Company has one wholly owned subsidiary namely ABS Marine Singapore Pte Ltd and a Subsidiary Company namely EPSOM Shipping India Private Limited. The Company is engaged in Joint Venture with Sea Chart Shipping Private Limited. With effect from 30.04.2023 Sea Chart Shipping Private Limited is ceased to be a Joint Venture of the Company. ABS Marine Services Limited (Formerly known as ABS Marine Services Private Limited) had sold it’s 61,200 shares to Capt PB Narayanan.

Details of financial statements of subsidiaries and joint venture are given in AoC-1 as Annexure-1.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments made during the year are given in the note: 12, 13, 15 & 18 to the Financial Statements.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company’s nature of business.

DIRECTORS:

During the period the Composition of Directors the Company was in compliance with Section 149 of the Companies Act,2013.

A) DIRECTORS RETIRING BY ROTATION

Pursuant to the requirements of the Act and Articles of Association of the Company, Ms. Shreelatha Narayanan (DIN: 00337226) is liable to retire by rotation and, being eligible offers herself for re-appointment. The Board recommends the appointment of Ms. Shreelatha Narayanan (DIN: 00337226) as Director of the Company, retiring by rotation subject to approval of shareholders in the upcoming Annual General Meeting.

B) KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

C) COMMITTEES:

(I) AUDIT COMMITTEE

The Audit Committee had a number of meetings, both formal and internal interactions, with the management team in reviewing Accounts, Finances, Compliances and Risks, and in ensuring improved internal reporting, analyses and financial performances.

Given the increasing complexities presented by the Companies Act and other Laws, the Audit Committee has also focused on Compliance and Governance to meet the needs of the present and the future. When necessary, external consultants have been brought in to support the Committee and the Management team.

We are happy to report to you that governance of your Company is of a high order as a result. Further improvements are being implemented.

As on March 31, 2024 the Committee comprised of two independent directors and one executive director, all of whom are financially literate. The audit committee comprise of the following directors for the year ended March 31,2024:

During the year under review, 1(One) Audit Committee meeting was held on 30.01.2024. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

(II) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been active in its role as stipulated in Section 178 of the Companies Act 2013. The policy of remuneration for the Directors, KMPs etc; are stated in the website of the Company.

As on March 31, 2024 the Committee comprised of two independent directors and one non-executive director. The Nomination and

During the year under review, 1(One) Nomination and Remuneration Committee meeting was held on 30.01.2024.

(III) STAKEHOLDER GRIEVANCE COMMITTEE/ STAKEHOLDER RELATIONSHIP COMMITTEE:

As on March 31, 2024 the Committee comprised of two independent directors and one executive director. The Stakeholder’s Relationship committee comprise of the following directors for the year ended March 31,2024:

The scope and functions of the Stakeholder’s Relationship committee are in accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.

(IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2024 the Corporate Social Responsibility committee comprise of the following directors for the year ended March 31, 2024:

The CSR Policy is available on the website of the Company at https://absmarine.com/wp-content/uploads/2024/02/5.CSR-Policy-of-the-Company.pdf. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure- 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

(V) Risk Management Committee

As on March 31, 2024 the Risk Management committee comprise of the following directors for the year ended March 31,2024:

The scope and functions of the Risk Management committee are in accordance with Regulation 21 of the SEBI Listing Regulations.

The Company has Constituted Risk Management Committee and had adopted a Risk Management policy vide Board Meeting dated 13/12/2023 for Identification of Risks and Mitigating various risks which may occur in future. Also, the Company is in the process of getting listed in National Stock Exchange (NSE) Emerge Platform for which Draft Red Herring Prospectus was filed with NSE on 09/02/2024. Risk Management Committee to be constituted under Regulation 21 of SEBI (LODR), 2015 and is mandatory only for the top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediate preceding financial year and a ‘high value debt listed entity. As a part of Good Corporate Governance the Committee was constituted for ABS MARINE SERVICES LIMITED. The Meetings for the aforesaid Committee will be conducted only when it satisfies the above thresholds as per LODR Regulation.

D) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the following are the changes in directors and Key Managerial Personnel

E) MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2023-24, the Board of Directors met Thirteen (13) times and the details of the meetings of the Board are as follows

F) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

FINANCE

All taxes and statutory dues have been paid. Payment of interest and instalments to the Financial Institutions and Banks are beingmade as per schedule. Your Company had not collected any Fixed Deposits during the Financial Year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN -EXCHANGE EARNINGS AND OUTGO.

The company has taken necessary steps for conservation of energy, technology absorption.

The Foreign Exchange Inflow during the year was Rs 38,49,07,253/- and Outflow was Rs 6,72,62,258/-.

PARTICULARS OF EMPLOYEES:

Details of employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year the Company has not received any complaint under Sexual Harassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties (as defined under the Companies Act, 2013) during the financial year were in the ordinary course of business and on an Arm’s length pricing basis, and do not attract the provisions of Section 188 of the Companies Ac t, 2013. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company’s website https://absmarine.com/wp-content/uploads/2024/02/12.RPT-Policv.pdf .Details of transactions with related parties are given in Form AOC - 2 which is attached to this report as Annexure- 3.

REMUNERATION POLICY OF THE COMPANY:

The objective of the remuneration policy of the Company is to ensure that the level and composition of remuneration is reasonableand sufficient to attract, retain and motivate directors of the quality required to run the company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

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

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

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It’s an optimum mix of expertise (including financial expertise), leadership and professionalism.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors makethe following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. the directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. the directors have prepared the annual accounts on a going concern basis.

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility vision of your company articulates its aim to be a corporate with its strategies, policies and actions aligned with wider social concerns, through initiatives in education, public health, women empowerment, environment sustainability, skill development and other areas of social upliftment. Your company has framed its CSR policy in line with the guidelines contained in the Companies Act 2013 and Companies (CSR Policy) Rules.

STATUTORY AUDITORS

The Company has appointed M/s N C Rajagopal & Co., Chartered Accountants, Chennai (FRN: 003398S) in the 29th Annual GeneralMeeting held on 30^th September 2022 for a period of 5 years from the 29th annual general meeting until the conclusion of the 34th annual general meeting of the Company on such remuneration as may be fixed by the Board of Directors. In view of the amendment to the Companies Act, 2013 notified by the Ministry of Corporate Affairs dated 7th May 2018, no longer their appointment needs to be ratified by the Members of the company.

AUDITORS’ REPORT

There are no qualifications or adverse remarks mentioned in the Auditors' report. The notes to accounts, forming part of financialstatements, are self-explanatory and needs no further clarification.

ADEQUACY OF INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

The Company's internal control systems are well established and commensurate with the nature of its business and the size andcomplexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the provisions of the Act, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees at its meeting held on 19th March, 2023. The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees. The performance of the Board, its committees and individual Directors was evaluated by the Nomination and Remuneration Committee and Board after seeking inputs from all the respective Committee member and Directors.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, The Company has a risk policy defining risk management governance model, risk assessment and prioritization process. The Risk Management Committee adopted a follow-up risk management framework to review and monitor the key risks and their mitigation measures periodically and provide an update to the Board on Company's risks. The Audit Committee has additional oversight on financial risks and controls.

ANNUAL RETURN

The annual return of the Company has been uploaded in the web site and the same can be accessed through web site link https://absmarine.com/financial-report/

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

ACKNOWLEDGEMENTS

Your directors place on records their gratitude for the support and co- operation received from Mercantile Marine Department (MMD), Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors

ABS MARINE SERVICES LIMITED

Sd/- Sd/-

(P B NARAYANAN) (SANJEEVAN JEEVAN

KRISHNAN)

Place: Chennai Chairman and Managing Director Whole-time Director

Date: 30.04.2024 DIN: 00205686 DIN: 07983977