Directors Report of ABS Marine Services Ltd.

Mar 31, 2025

Your directors are pleased to present the 32^nd Directors'' Report of your Company together with the Audited Financial Statements
and the Auditors'' Report for the period ended March 31, 2025. 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 '' 17,135.56 Lakhs (Previous Year: '' 11,812.90 Lakhs)
and Other Income of '' 415.00 Lakhs (Previous Year: '' 238.97 Lakhs), and the Gross Profit of the Company amounted to '' 4,004.33
Lakhs (Previous Year: Profit of '' 2,996.42 Lakhs). After providing for Interest & Finance charges, and Depreciation, the Company
has performed well during the year under review despite stagnant market conditions during the year with a Profit after Tax of is ''
2,672.35 Lakhs as compared to the previous year profit of '' 1,953.11 Lakhs.

Consolidated Financial Results:

During the year under review, the company has Revenue from operations of '' 17,985.21 Lakhs (Previous Year: '' 13,515.68 Lakhs)
and Other Income of '' 446.14 Lakhs (Previous Year: '' 286.22 Lakhs), and the Gross Profit/(Loss) of the Company amounted to ''

5.464.42 Lakhs (Previous Year: Profit of '' 4,467.33). After providing for Interest & Finance charges, and Depreciation, the Company
has performed well during the year under review despite stagnant market conditions during the year with a Profit after Tax of is ''

2.725.43 Lakhs as compared to the previous year profit of '' 2,544.11 Lakhs).

FINANCIAL PERFORMANCE:

S. No.	Particulars	Standalone Financial Statement		Consolidated Financial Statement
		Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
I Total Revenue		17,550.56	12,051.87	18,431.34	13,801.90
II	Total Expenses	13,970.20	9,758.43	14,779.84	11,169.62
III	Profit before exceptional and extraordinary items and tax (I-II)	3,580.37	2,293.44	3,651.50	2,632.28
IV	Exceptional items	-	-	-	-
V	Profit before extraordinary items and tax (III -IV)	3,580.37	2,293.44	3,651.50	2,632.28
VI	Tax expense:
(1) Current tax		729.48	798.72	729.48	798.72
(2) Deferred tax		178.54	(458.38)	196.60	(710.55)
VII	Profit (Loss) for the period from continuing operations	2,672.35	1,953.11	2,725.43	2,544.11
VIII	Transfer to Capital Redemption Reserve	-	-	-	-
IX	Profit (Loss) for the period (VII- VIII)	2,672.35	1,953.11	2,725.43	2,544.11

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

BUY BACK OF SECURITIES:

The Company did not buy back any of its securities during the year under review.

SWEAT EQUITY:

No Sweat Equity Shares were issued by the Company during the
year under review.

BONUS SHARES:

No Bonus shares were issued by the Company during the year
under review.

EMPLOYEES STOCK OPTION PLAN:

During the year ender review, the Company has not provided
any Stock Option Scheme to the employees during the year
under review.

During the financial year 2024-25, the following were changes
made in the share capital of the Company.

S. No	Date of Meeting	Particulars
1	May 16, 2024	Allotment of 65,50,000 (Sixty Five Lakhs Fifty Thousand only) equity shares of '' 10/- each (Rupees Ten Only) for cash at an issue price of '' 147/- per share (premium '' 137/-) aggregating to '' 96,28,50,000/-. via public issue

RESERVES & SURPLUS

The company has transferred the profit of '' 26,72,34,675 /-
towards reserves and surplus. The balance in the reserves and
surplus account as on March 31, 2025 is '' 212,22,58,202/-.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of the Listing Regulations,
Management Discussion and Analysis Report is given as a
separate Annexure to the Annual Report.

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 March 31, 2025.

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 March 31, 2025 to
which the Financial Statements relates and the date of signing
of this report except that the Company got listed in National
Stock Exchange (NSE) Emerge Platform with effect from
May 21, 2024.

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.

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

PERFORMANCE, PLANS AND PROSPECTS OF YOUR
COMPANY

The following are the significant performances made by the
Company for the Financial Year 2024-2025 which needs to be
looked into

Your Company ABS MARINE SERVICES LIMITED has achieved
several significant Milestones in Financial Year 2024-2025 one
of the most important milestones is that the Company shares
got listed with NSE EMERGE Platform with effect from May 21,
2024. There was an Overwhelming response by the Investors
during the Subscription Period for Initial Public Offer (IPO). The
Company''s shares were Oversubscribed by 130 times out of the
total issue size of '' 96.25 Crores.

Highlighting few significant material contracts that the
Company had entered into in the Financial Year 2024-2025.

S no	Name of Authority/ Vendor	Services	Tenure and Value
1	Visakhapatnam Port Authority	Fire Tenders along with manpower and maintenance support	5 Years and '' 7 Crores
2	Chennai Port Authority	Supply of a high¬ speed patrol boat	5 Years and '' 10.23 Crores
3	ONGC Limited	Deployment of an offshore supply vessel. (ABS Anokhi).	3 Years and '' 102 Crores
4	ONGC Limited	Deployment of an Well Stimulation Vessel. (ABS Celestial).	3 Years and ''197 Crores

Acquisition of Vessels through debt financing and equity (IPO
Proceeds), based on vessel cost and charter security.

Acquisition of Vessel OCEAN DIAMOND (DP2 offshore vessel)
along with a Contract of 184-day charter starting March 27,
2025, worth '' 27.97 Crores.

The Company plans to acquire more Vessels for which the
funding will be through debt financing and equity (IPO Proceeds)
during the Financial Year 2025-2026.

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 2024-25.

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
and SEBI (Listing Obligations & Disclosure Requirements)
Regulation, 2015.

A) DIRECTORS RETIRING BY ROTATION

Pursuant to the requirements of the Act and Articles of
Association of the Company, Ms. Arathi Narayanan (DIN:
03041003) is liable to retire by rotation and, being eligible
offers herself for re-appointment. The Board recommends the
appointment of Ms. Arathi Narayanan (DIN: 03041003) 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:

Sl. No.	Name of the Directors	Designation	Date of Appointment
1.	Capt Palliyil Narayanan Balachandran	Chairman & Managing Director	August 14, 2023
2.	Capt Sanjeevan Jeevan Krishnan	Whole-time Director	August 14, 2023
3.	*Ms. Arathi Narayanan	Director	August 14, 2023
4.	Mr. Ganesh Saikrisshna	Company Secretary	October 20, 2023
5.	*Mr. Vadakkenchery Venketeswaran Ananthanarayanan	Chief-Financial Officer (CFO)	August 8, 2024

* Ms. Arathi Narayanan resigned with effect from August 8,
2024 as a Chief-Financial Officer (CFO) and Mr.Vadakkenchery
Venketeswaran Ananthanarayanan was appointed as a Chief-
Financial Officer (CFO) of the Company on August 8, 2024 in her
place.

The remuneration and other details of these Key Managerial
Personnel for Financial Year 2024-25 are provided in the Annual
Return which is available on the website 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. The Committee is
constituted as per Section 177 of the Companies Act, 2013
and SEBI Regulations.

As on March 31, 2025 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, 2025:

Name of Member	Role in the Committee	Designation
Mr. Surilisubbu	Chairman	Non- Executive
Vasudevan		Independent Director
Ms. Leona	Member	Non- Executive
Ambuja		Independent Director
Ms. Arathi Narayanan	Member	Executive Director

During the year under review, 5(Five) Audit Committee
meetings were held and the details of the meetings and the
attendance of members present at the meetings are as follows.

S No	Date of Meeting	Surilisubbu Vasudevan	Arathi Narayanan	Leona Ambuja
1	April 30, 2024	Present	Present	Present
2	August 8, 2024	Present	Present	Present
3	November 12, 2024	Present	Present	Present
4	January 8, 2025	Present	Present	Present
5	February 25, 2025	Present	Present	Present

(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 and as per SEBI (LODR), 2015. The
policy of remuneration for the Directors, KMPs etc; are
stated in the website of the Company.

As on March 31, 2025 the Committee comprised of two
independent directors and one non-executive director. The
Nomination and Remuneration committee comprise of the
following directors for the year ended March 31, 2025:

Name of Member	Role in the Committee	Designation
Mr. Chellasamy Rajendran	Chairman	Non- Executive Independent Director
Mr. Surilisubbu Vasudevan	Member	Non- Executive Independent Director
Ms. Shreelatha Narayanan	Member	Non- Executive Director

During the year under review, 1(One) Nomination and
Remuneration Committee was held and the details of the
meeting and the attendance of members present at the meeting
are as follows.

S	Date of	Chellasamy	Surilisubbu	Shreelatha
No	Meeting	Rajendran	Vasudevan	Narayanan
1	August 8, 2024	Present	Present	Present

(III) STAKEHOLDER GRIEVANCE COMMITTEE/
STAKEHOLDER RELATIONSHIP COMMITTEE:

As on March 31, 2025 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, 2025:

Name of Member	Role in the Committee	Designation
Ms. Leona Ambuja	Chairperson	Non- Executive Independent Director
Mr. Chellasamy Rajendran	Member	Non- Executive Independent Director
Capt. Sanjeevan Jeevan Krishnan	Member	Whole-time director

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

During the year under review, 1(One) Stakeholder''s Relationship
committee was held and the details of the meeting and the
attendance of members present at the meeting are as follows..

Sno Date of	Leona	Chellasamy	Sanjeevan
Meeting	Ambuja	Rajendran	Jeevan
			Krishnan
1 February 25, 2025	Present	Present	Not Present

(IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2025 the Corporate Social Responsibility
committee comprise of the following directors for the year
ended March 31, 2025:

Name of Member	Role in the Committee	Designation
Capt. P B Narayanan	Chairman	Chairman and Managing Director
Mr. Chellasamy rajendran	Member	Non- Executive Independent Director
Ms. Shreelatha Narayanan	Member	Non- Executive Non Independent Director
Capt. Sanjeevan Jeevan Krishnan	Member	Whole-time director
Ms. Arathi Narayanan	Member	Executive Director

The CSR Policy is available on the website of the Company
at https://absmarine.com/wp-content/uploads/2024/02/5.
CSR-Policv-of-the-Companv.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, 2025 the Risk Management committee comprise of the following directors for the year ended
March 31, 2025:

Name of Member	Role in the Committee	Designation
Ms. Arathi Narayanan	Chairperson	Executive Director
Capt. P B Narayanan	Member	Chairman and Managing Director
Mr. Sanjeevan Jeevan Krishnan	Member	Whole-time director
Mr. Chellasamy Rajendran	Member	Non- Executive Independent Director

The scope and functions of the Risk Management committee are in accordance with 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. Risk Management
Committee to be constituted under 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.

All the Committee Meetings were conducted as per the relevant Provisions of Companies Act,2013, Secretarial Standards
and SEBI (LODR), 2015 Regulations. Requisite quorum was present for all the Meetings and Leave of Absence of members
were duly recorded.

D) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl No	Name	Designation	Appointment / Cessation/ Change in Designation	Date
1	Ms. Arathi Narayanan	Chief-Financial Officer (CFO)	Cessation	August 8, 2024
2	MrVadakkenchery Venketeswaran Ananthanarayanan	Chief-Financial Officer (CFO)	Appointment	August 8, 2024

* Ms. Arathi Narayanan resigned with effect from August 8, 2024 as a Chief-Financial Officer (CFO) and Mr. Vadakkenchery
Venketeswaran Ananthanarayanan was appointed as a Chief-Financial Officer (CFO) of the Company.

E) MEETINGS OF THE BOARD:

During the Financial Year 2024-25, the Board of Directors met Seven (07) times and the details of the meetings of the Board
and the attendance of directors present at the meetings are as follows

S No	Date of Meeting	Palliyil Narayanan Balachandran	Shreelatha Narayanan	Arathi Narayanan	Sanjeevan Jeevan Krishnan	Surilisubbu Vasudevan	Chellasamy Rajendran	Leona Ambuja
1	April 30, 2024	Present	Present	Present	Present	Present	Present	Present
2	May 3, 2024	Present	Present	Present	Present	Present	Present	Present
3	May 16, 2024	Present	Present	Present	Present	Present	Present	Present
4	August 8, 2024	Present	Present	Present	Not Present	Present	Present	Present
5	November 12, 2024	Present	Present	Present	Present	Present	Present	Present
6	January 8, 2025	Present	Present	Present	Present	Present	Present	Present
7	February 25, 2025	Present	Not Present	Present	Not Present	Present	Present	Present

All the Board Meetings were conducted as per the relevant
Provisions of Companies Act,2013, Secretarial Standards
and SEBI (LODR), 2015 Regulations. Requisite quorum
was present for all the Meetings and Leave of Absence of
directors were duly recorded.

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 and as per
SEBI Regulations that the Independent Directors of the
Company meet with the criteria of their Independence laid
down in Section 149(6) and as per SEBI Regulations.

G) POSTAL BALLOT

During the Financial Year 2014-2025 resolutions under
Sec 180 (1) (c) and Sec 180 (1) (a) of the Companies
Act,2013 passed through Postal Ballot via e-voting dated
March 30, 2025 and results declared on April 2, 2025.
Resolutions were passed to increase the limits under 180
(1) (a) and Section 180 (1) (c) of the Companies Act, 2013,
put together from '' 300 Crores to '' 600 Crores.

Following are the Results declared for resolutions under
Sec 180 (1) (c) and Sec 180 (1) (a) of the Companies Act,
2013.

Resolution No. 1 - TO APPROVE THE INCREASE IN
BORROWING LIMITS OF THE COMPANY UNDER
SECTION 180(1)(C) OF THE COMPANIES ACT, 2013

Particulars	No. of Votes	% of Total Valid Votes
Votes in Favor	1,55,76,000	99.90
Votes Against	16,000	0.10
Invalid Votes	0	0
Result	Approved

Resolution No. 2 - TO APPROVE FOR INCREASE IN
LIMITS OF THE COMPANY UNDER SECTION 180(1)(A)
OF THE COMPANIES ACT, 2013

Particulars	No. of Votes	% of Total Valid Votes
Votes in Favor	1,55,75,000	99.89
Votes Against	17,000	0.11
Invalid Votes	0	0
Result	Approved

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
being made 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 ''
94,13,20,000- and Outflow was '' 4,17,26,000/-.

PARTICULARS OF EMPLOYEES:

Particulars of employees pursuant to Section 197(12) and rule
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 of the companies Act, 2013
are enclosed in Annexure-4.

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 within the ambit of Reg. 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
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 reasonable and 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.

DEMATERIALISATION OF SHARES

During the year ender review, all the shares of the company are
held and traded in Dematerialized form only.

REGISTRARS AND SHARE TRANSFER AGENTS

Purva Sharegistry (India) Private Limited
CIN: U67120MH1993PTC074079

Address:- 9, Shiv Shakti Industrial Estate, J.R.Boricha Marg
Lower Parel (East), Mumbai, 400011, Maharashtra, India,

Telephone No.022- 4134 3259, 022- 4134 3260
Email Id: [email protected]

All matters connected with Share Transfer, Transmission,
Change of address, duplicate share certificates and other
related matters are handled by the RTA. Members can contact
the Company or M/s. Purva Sharegistry (India) Private Limited
for assistance in this regard.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

As of the current date, no shares of the company are held in
Demat Suspense Account or Unclaimed Suspense Account.

STATEMENT OF DEVIATIONS / VARIATIONS:

During the year under review, there have been no deviations or
variations in the utilization of IPO proceeds under Regulation
32 of SEBI (LODR) Regulations, 2015..

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

Mr. Ganesh Saikrisshna, Company Secretary & Compliance
Officer

Address for Correspondence:

No 36, Venugopal Avenue, Off Spur Tank Road, Chetpet,
Chennai -600031

Phone No. 044 42914134

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.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as
amended (PIT Regulations), the Company has adopted the
"Code of Conduct to Regulate, Monitor and Report Trading by
Insiders" ("the Code"). The Code is applicable to all Directors,
Designated persons and connected Persons and their
immediate relatives, who have access to unpublished price
sensitive information relating to the Company. The Company
has also formulated a ''Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI)'' a
policy for determination of legitimate purposes in compliance
with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and
can be accessed by using web link at: https://absmarine.com/
wp-content/uploads/2024/02/2.Code-of-Conduct-for-Insider-
Trading.pdf

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
make the 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 that are 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 provisions of 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
also posted on the website of the Company.

CEO/CFO CERTIFICATION

Appropriate certification are provided under Reg. 17(8) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Mr.Vadakkenchery Venketeswaran

Ananthanarayanan, Chief Financial Officer has certified to the
Board regarding Financial Statements for the year ended March
31, 2025 which is attached as Annexure 5.

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.

STATEMENT PURSUANT TO LISTING REGULATIONS:

Your Company''s shares are listed with the NSE Ltd. We have
paid the respective annual listing fees and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate governance are not applicable to the
Company as its securities are listed on the SME Platform of
NSE; which falls under exemption criteria of Regulation 15(2)
(b) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.

STATUTORY AUDITORS

The Company has appointed M/s N C Rajagopal & Co.,
Chartered Accountants, Chennai (FRN: 003398S) in the 29^th
Annual General Meeting held on 30^th September 2022 for a
period of 5 years from the 29^th annual general meeting until the
conclusion of the 34^th 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 May 7, 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
financial statements, are self-explanatory and needs no further
clarification.

SECRETARIAL AUDITORS

The Board appointed Mr. Nagarajan Shree Ram Prassad,
Company Secretary in Practice, Chennai to conduct Secretarial
Audit for the Financial Year 2024-25. There are no qualifications
or adverse remarks mentioned in the Secretarial Auditors''
report. The Secretarial Audit Report for the Financial Year
ended March 31, 2025, is attached to this Report as Annexure 6.

ADEQUACY OF INTERNAL AUDIT AND INTERNAL
FINANCIAL CONTROL

The Company has in place adequate Internal Audit and Internal
Financial Controls with reference to the financial statements,
which is evaluated by the Audit Committee as per Part C of
Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.

Apart from Statutory Audit, your Company, in compliance with
Section 138 of the Companies Act, 2013, had engaged M/s.
Santhana Gopalan & Co, the Chartered Accountants, (Firm
Registration No 003604S) Chartered Accountants, Chennai
as the Internal Auditors of the Company for the financial year
2024-25. Findings and observations of the Internal Auditors
are discussed, and suitable corrective actions are taken as per
the directions of the Audit Committee on an on-going basis to
improve efficiency in operations.

The Company''s internal control systems are well established and
commensurate with the nature of its business and the size and
complexities 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 February 25, 2025. 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 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/

A STATEMENT BY THE COMPANY WITH RESPECT TO THE
COMPLIANCE TO THE PROVISIONS RELATING TO THE
MATERNITY BENEFITS ACT, 1961. -

The Company complies with MATERNITY BENEFITS ACT, 1961
for women employees. The Women Employees as on year ended
March 31, 2025 had not taken Maternity leave.

REPORTING OF FRAUD

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

COST RECORDS AND COST AUDIT

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

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)

Chairman and Whole-time

Place: Chennai Managing Director Director

Date: May 26, 2025 DIN: 00205686 DIN: 07983977

---

Mar 31, 2024

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)

S. No.	Particulars	Standalone Financial Statement		Consolidated Financial Statement
		Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
I	Total Revenue	12,051.87	9,724.57	13,801.90	11,380.78
II	Total Expenses	9,758.42	8,660.35	11,169.62	10,152.79
III	Profit before exceptional and extraordinary items and tax (I-II)	2,293.45	1,064.22	2,632.28	1,227.99
IV	Exceptional items	-	-	-	-
V	Profit before extraordinary items and tax (III -IV)	2,293.45	1,064.22	2,632.28	1,227.99
VI	Tax expense:
	(1) Current tax	798.72	310.12	801.64	304.69
	(2) Deferred tax	(458.39)	(45.51)	(710.55)	(98.38)
VII	Profit (Loss) for the period from continuing operations	1,953.11	799.62	2,355.41	952.74
VIII	Transfer to Capital Redemption Reserve	-	-	-	-
IX	Profit (Loss) for the period (VII- VIII)	1,953.11	799.62	2,355.41	952.74

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.

S. No	Date of Meeting	Particulars
1	14/08/2023	The Authorised Share Capital of the Company increased from Rs. 1,00,000/-(Rupees One Lakh) divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Rupees Ten) vide Extra-Ordinary General Meeting dated 14/08/2023.
2	15/09/2023	Allotment of 1,79,90,000 (One Crore Seventy Nine Lakhs and Ninety Thousand only) equity shares of Rs. 10/- each (Rupees Ten Only) each aggregating to Rs. 17,99,00,000 (Seventeen Crores and Ninety Nine Lakhs Only) on Bonus Issue basis dated 15/09/2023.

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:

Sl. No.	Name of the Directors	Designation	Date of Appointment
1.	Capt Palliyil Narayanan Balachandran	Chairman & Managing Director	14/08/2023
2.	Capt Sanjeevan Jeevan Krishnan	Whole-time Director	14/08/2023
3.	Ms. Arathi Narayanan	Director & Chief Financial Officer	14/08/2023
4.	Mr. Ganesh Saikrisshna	Company Secretary	20/10/2023

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:

Name of Member	Role in the Committee	Designation
Mr. Surilisubbu Vasudevan	Chairman	Non- Executive Independent Director
Ms. Leona Ambuja	Member	Non- Executive Independent Director
Mr. Arathi Narayanan	Member	Executive Director and CFO

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

Remuneration committee comprise of the following directors for the year ended March 31,2024:
Name of Member	Role in the Committee	Designation
Mr. Chellasamy Rajendran	Chairman	Non- Executive Independent Director
Mr. Surilisubbu Vasudevan	Member	Non- Executive Independent Director
Ms. Shreelatha Narayanan	Member	Non- Executive Director

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:

Name of Member	Role in the Committee	Designation
Ms. Leona Ambuja	Chairperson	Non- Executive Independent Director
Mr. Chellasamy Rajendran	Member	Non- Executive Independent Director
Capt. Sanjeevan Jeevan Krishnan	Member	Whole-time director

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:

Name of Member	Role in the Committee	Designation
Capt. P B Narayanan	Chairman	Chairman and Managing Director
Mr. Chellasamy rajendran	Member	Non- Executive Independent Director
Ms. Shreelatha Narayanan	Member	Non- Executive Non Independent Director
Capt. Sanjeevan Jeevan Krishnan	Member	Whole-time director
Ms. Arathi Narayanan	Member	Executive Director and CFO

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:

Name of Member	Role in the Committee	Designation
Ms. Arathi Narayanan	Chairperson	Executive Director and CFO
Capt. P B Narayanan	Member	Chairman and Managing Director
Mr. Sanjeevan Jeevan Krishnan	Member	Whole-time director
Mr. Chellasamy Rajendran	Member	Non- Executive Independent Director

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

Sl No	Name	Designation	Appointment / Cessation/Change in Designation	Date
1	Capt Palliyil Narayanan Balachandran	Managing Director	Chairman & Managing Director	14/08/2023
2	Ms.Shreelatha Narayanan	Executive Director	Non-Executive Director	14/08/2023
3	Capt Sanjeevan Jeevan Krishnan	Whole-time Director	Appointment	14/08/2023
4	Ms. Arathi Narayanan	Director & Chief Financial Officer	Appointment	14/08/2023
5	Ms. Leona Ambuja	Independent Director	Appointment	17/11/2023
6	Mr. Chellasamy Rajendran	Independent Director	Appointment	17/11/2023
7	Mr. Surilisubbu Vasudevan	Independent Director	Appointment	17/11/2023
8	Mr. Ganesh Saikrisshna	Company Secretary	Appointment	20/10/2023

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

QUARTER	DATE OF THE MEETING
1 st April 2023 to 30th June 2023	02.05.2023,30.06.2023
1st July 2023 to 30th September 2023	10.08.2023, 04.09.2023,15.09.2023
1 st October 2023 to 31st December 2023	20.10.2023,14.11.2023,17.11.2023,13.12.2023
1 st January 2024 to 31st March 2024	19.01.2024, 30.01.2024, 09.02.2024,19.03.2024

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