Directors Report of Asian Energy Services Ltd.

Mar 31, 2025

Your Directors are pleased to present the 32^nd annual report of Asian Energy Services Limited (''AESL'' or ''the Company'')
along with its audited financial statements for the financial year ended March 31,2025. The consolidated performance of the
Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS:

The Company’s financial performance, for the year ended March 31,2025 is summarized below:

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	46,503.81	30,506.48	46,408.24	30,506.40
Other Income	541.44	622.00	541.99	455.94
Total Revenue	47,045.25	31,128.48	46,950.23	30,962.34
Profit/(Loss) before exceptional items and tax	5,617.69	3,052.82	5,502.59	3,180.04
Exceptional items	-	(185.10)	-	-
Profit/(Loss) before tax	5,617.69	2,867.72	5,502.59	3,180.04
Tax expenses	1,401.33	312.97	1,398.65	309.74
Net Profit/(Loss) after tax	4,216.36	2,554.75	4,103.94	2,870.30

DIVIDEND:

The Board of Directors are pleased to recommend dividend
@ 10% of the Face Value i.e., '' 1/- per equity share (face
value of '' 10/- each) for the year under review subject to the
approval of members at the ensuing Annual General Meeting
of the Company.

TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to
reserves out of the profits earned during the financial year
2024-25.

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE
COMPANY:

There has been no change in the nature of business of your
Company during the Financial Year 2024-25. Our Company
is engaged as a service provider to the energy and mineral
sectors, offering end-to-end services which extends across
the value chain, including geophysical data acquisition,
material handling, coal handling, operation and maintenance
(''O&M'').

We are one amongst the few companies in India providing
end-to-end services in the upstream oil segment, across
the value chain. The Company specializes in servicing the
value chain entirely, right from seismic data acquisition, data
analysis, building oil & gas facility to undertaking the O&M of
production facilities.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of section 129(3) of the Companies
Act, 2013 (''the Act’) read with the rules framed thereunder,
a Statement containing the salient features of the financial
Statements of your Company''s subsidiaries and associates
in form AOC-1 is annexed as Annexure A and forms a part
of the financial statement. The statement provides the
details of performance and financial position of each of the
subsidiaries and associates. In accordance with section 136
of the Act, the Audited financial statements, including the
consolidated financial statement, audited accounts of all the
subsidiaries and other documents attached thereto.

SUBSIDIARY COMPANIES:

The Company has 5 (Five) subsidiaries, 1 (one) step down
subsidiary and 4 (four) joint ventures as on March 31,2025.
There has been no material change in the nature of business
of the subsidiaries.

The consolidated financial statements reflect the operations
of all the subsidiaries (including one step down subsidiary)
viz. Asian Oilfield & Energy Services DMCC, AOSL Petroleum
Pte. Ltd., AOSL Energy Services Limited, Optimum Oil & Gas
Private Limited, Cure Multitrade Private Limited and Ivorene
Oil Services Nigeria Ltd (step down subsidiary) and four joint
ventures viz. Zuberi Asian Joint Venture, AESL FFIL Joint
Venture, Asian Indwell Joint Venture and Asian Oilmax Joint
Venture.

In terms of section 136 of the Act, the financial statements
of the Company, consolidated financial statements along
with relevant documents and separate audited accounts in
respect of subsidiaries, are also kept at the registered office
of the Company and are available on the website of the
Company.

PARTICULARS OF LOANS AND GUARANTEES GIVEN,
SECURITIES PROVIDED, AND INVESTMENTS MADE:

Particulars of loans, guarantees given and investments
made during the year, as required under section 186 of the
Act and schedule V of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI LODR’ or ''Listing Regulations’),
are provided in the notes 7 to 9 of the standalone financial
statements.

RELATED PARTY TRANSACTIONS:

Your Company has historically adopted the practice of
undertaking related party transactions only in the ordinary
and normal course of business and at arm’s length as part
of its philosophy of adhering to highest ethical standards,
transparency, and accountability. In line with the provisions
of the Act and SEBI LODR, the Company has a policy for
related party transactions which is also available on the
website of the Company (www.asianenergy.com).

All the related party transactions are placed for prior
approval of the audit committee as well as the shareholders
for transactions which are material in nature.

All related party transactions that were entered into during
the financial year were on arm’s length basis and were in
the ordinary course of Company’s business. Disclosure of
Related Party Transactions, which are material in nature, as
required under Section 134(3)(h) of the Act in form AOC-2
enclosed to this report as Annexure B.

Related party transactions under Accounting Standard -
AS-18 are disclosed in the notes to the financial statements.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and information and based
on the information and explanations provided to them by the
Company, your Directors make the following statement in
terms of section 134(5) of the Act:

a. that in preparation of the annual accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material
departures from the same;

b. that 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 a true and fair view of the state of
affairs of the Company at the end of the financial year
March 31, 2025 and of the profit of the Company for
that period;

c. that proper and sufficient care has been taken for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d. that the directors have prepared the annual accounts
for the financial year ended March 31,2025 on a going
concern basis.

e. They have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Aman Garg retires by rotation and being eligible offers
himself for re-appointment.

Mr. Aman Garg (DIN: 10415263) was appointed as Non¬
Executive Non-Independent Director w.e.f. May 03, 2024
and Mr. Anil Kumar Jha (DIN: 06645361) was appointed as
Independent Director w.e.f. May 14, 2024.

There has been no other change in the directors and key
managerial personnel during the year under review since the
last report. Detailed information on the directors is provided
in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all
Independent Directors of the Company confirming that they
meet the criteria of independence laid down in Section 149(6)
of the Act as well as under regulation 16(1)(b) of SEBI LODR.
There has been no change in the circumstances, which may
affect their status as independent director during the year.

BOARD EVALUATION:

The Board of directors have carried out an annual evaluation
of its own performance, Board committees, and individual
directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by the
SEBI LODR.

The performance of the Board was evaluated by the Board,
after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure,

effectiveness of Board processes, information and
functioning, etc. as provided by the guidance note on Board
evaluation issued by the Securities and Exchange Board of
India (''SEBI'') on January 05, 2017.

The performance of the committees was evaluated by the
Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

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

In a separate meeting of independent directors, performance
of non-independent directors and the Board as a whole
and Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive
directors. The same was discussed in the Board meeting
that followed the meeting of the independent directors,
at which the performance of the Board, its committees,
and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire
Board, excluding the independent director being evaluated.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS:

In compliance with the requirements of SEBI LODR, the
Company has put in place a familiarization program for
the independent directors to familiarize them with their
role, rights and responsibilities as directors, the working
of the Company, nature of the industry in which the
Company operates, business model, etc. The details of
the familiarization program are explained in corporate
governance report.

The familiarization program for the independent directors is
placed on the website of the Company at www.asianenergy.
com.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

The current policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the
independence of the Board and separate its functions
of governance and management. The details of Board
and committee composition, tenure of directors, areas of
expertise and other details are available in the corporate
governance report that forms part of this Annual Report.

The policy of the Company on directors’ appointment
and remuneration, including the criteria for determining

qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of
Section 178 of the Act, is available on our website at www.
asianenergy.com.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS
COMMITTEES

The Board of Directors of the Company met 5 (five) times
during the year on May 05, 2024, August 12, 2024, August
27, 2024, November 12, 2024, and February 12, 2025 to
deliberate on various matters. The details of the meetings
of the Board and its committees held during the year are
stated in the corporate governance report forming part of
this Annual Report.

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

There have been no material changes and commitments
which affect the financial position of the Company that have
occurred between the end of the financial year to which the
financial statements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI LODR,
the management Discussion and analysis has been given
separately and forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

The Company’s Internal Financial Controls (''IFC’) is
commensurate with the size and operations of the business
and is in line with the requirements of the Act. This framework
includes well-documented policies, procedures and
Standard Operating Procedures (''SOP’), specific to respective
processes. Regular management review processes evaluate
various policies for the dynamic and evolving business
environment. Furthermore, our internal auditors undertake
rigorous testing of the control environment of the Company.

CORPORATE SOCIAL RESPONSIBILITY (''CSR''):

In terms of the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, (''CSR Rules’) the Board of Directors of your
Company has constituted a Corporate Social Responsibility
committee chaired by Mr. Nayan Mani Borah, Independent
Director. Other Members of the Committee are Mr. Mukesh
Jain, Non-executive Director and Dr. Rabi Narayan Bastia,

Non-Executive Director. Your Company also has in place a
CSR Policy which is available at www.asianenergy.com.

Your Company''s CSR activities include promoting education,
healthcare, eradicating hunger, poverty and malnutrition,
empowering women and rural development projects. The
Annual Report on CSR activities and expenditure, as required
under sections 134 and 135 of the Companies Act, 2013 read
with Rule 8 of the Companies (Corporate social Responsibility
Policy) Rules, 2014 and Rule 9 of the Companies (Accounts)
Rules, 2014, is provided as Annexure C.

SAFETY, ENVIRONMENT AND HEALTH:

The Company’s commitment to excellence in health and
safety is embedded in the Company’s core values. The
Company has a stringent policy of ''safety for all'', which
drives all employees to continuously break new ground
in safety management for the benefit of people, property,
environment and the communities where we operate on
sites.

The Company respects human rights, values its employees
and the communities that it interfaces with. The Company
is aware of the environmental impact of its operations, and
it continually strives to reduce such impact by investing in
technologies and solutions for economic growth.

The Company considers safety, environment and health as
the management responsibility. Regular employee training
programs are in place throughout the Company on safety,
environment and health and has well identified and widely
covered safety management system in place for ensuring,
not only the safety of employees but surrounding population
of the project sites as well.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the
workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder.
The policy aims to provide protection to employees at the
workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment,
where employees feel secure.

The Company has not received any complaint of sexual
harassment during the financial year 2024-25.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

We have embodied the mechanism in the code of conduct
of the Company for employees to report concerns about
unethical behaviour, actual or suspected fraud or violation
of our code of conduct. This mechanism also provides for
adequate safeguards against victimization of employees
who avail of the mechanism and also provide for direct
access to the chairman of the audit committee in exceptional
cases and no personnel have been denied access to the audit
committee. The Board and audit committee are informed
periodically on the cases reported, if any, and the status of
resolution of such cases.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:

There are no significant and material orders which have
been passed by the regulators or courts or tribunals which
would impact the going concern status of the Company and
its future operations.

DISCLOSURE REQUIREMENTS:

As per SEBI LODR, corporate governance report with a
certificate from Practicing Company Secretary (''PCS’)
thereon and management discussion and analysis are
attached, which form part of this report.

HUMAN RESOURCES:

The human resource plays a vital role in the growth and
success of an organization. The Company has maintained
cordial and harmonious relations with employees across
various locations.

The Company continuously invest in attraction, retention
and development of talent on an ongoing basis. A number of
programs that provide focused people attention are currently
underway. Your Company’s thrust is on the promotion of
talent internally through job rotation and job enlargement.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public, was outstanding or unpaid as on
the date of the balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under section 134(3)(m) of the
Act read with Rule 8 of The Companies (Accounts) Rules,
2014, are:

a. Conservation of Energy : NIL

b. Technology Absorption : NIL

c. Foreign exchange earning & outgo:

Sr. No.	Particulars	2024-25	2023-24
a.	Foreign Exchange earnings
	Consultancy Services	--	--
	Dividend	--	--
	Interest on loan to Subsidiary	--	--
b.	Foreign Exchange outgo towards
	Repairs and Maintenance	118.01	133.94
	Rent	14.13	--
	Machinery Hire Charges	637.06	--
	Equipment Purchased	839.53	--
	Consumable Items	114.39	604.73
	License Expenses	3.78	5.05
	Membership and subscription charges	2.90	2.72
	Consultancy	136.27	32.05
	Custom Clearance charges	8.86	7.29

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under section 197(12) of the Act
read with Rule 5 (2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Annexure D forming part of the Report.

AUDITORS AND AUDITORS'' REPORT
(1) Statutory Auditors:

M/s. Walker Chandiok & Co., Chartered Accountants
were appointed as the Statutory Auditors of the
Company in the Annual General Meeting (AGM) of the
Company held in the year 2020 for second term for a
period of 5 years till the conclusion of the ensuing AGM
to be held in year 2025.

Further, as per the provisions of section 139(2), a listed
company shall not appoint or re-appoint an audit firm
as auditor for more than two terms of five consecutive
years. Accordingly, the tenure of M/s. Walker Chandiok
& Co. will come to an end in the ensuing AGM of the
Company.

Now, it is proposed to appoint M/s. SGCO & Co. LLP,
Chartered Accountants as the Statutory Auditors of
the Company for a term of five consecutive years from
conclusion of ensuing 32nd Annual General Meeting till

the conclusion of the 37th Annual General Meeting to
be held in the year 2030. The appointment is subject
to the approval of members at the ensuing Annual
General Meeting.

Pursuant to section 141 of the Act, the statutory
auditors have represented that they are not disqualified
and continue to be eligible to act as the auditor of the
Company.

Statutory Auditor''s Report

The Statutory Auditors have issued an Audit Report with
unmodified opinion on Standalone and Consolidated
Results for the period ended March 31,2025.

(2) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of
directors of the Company had appointed Mr. Hemanshu
Kapadia of Hemanshu Kapadia & Associates, Practicing
Company Secretaries to undertake the secretarial audit
of the Company for the year ended March 31,2025. The
secretarial audit Report is annexed as Annexure E.

The following observations were noted by the
Secretarial Auditors:

i. Intimation of Declaration of unmodified opinion
for the financial year ended March 31,2024 was
filed with delay.

ii. XBRL intimation for appointment of Mr. Aman
Garg as Non-executive, non- independent Director
was filed with delay. However, intimation in PDF
mode was filed in due time.

Management''s Response:

The Company regrets the inadvertent delay in filing of
the above-mentioned submissions. Going forward, the
Company will ensure that the documents are submitted
within the prescribed timelines.

Cost records and cost audit:

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

Reporting of frauds by auditors:

During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to the
audit committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company by
its officers or employees, the details of which would
need to be mentioned in the Board’s report.

Share Capital:

The paid-up equity share capital as on March 31,2025
was '' 44.77 Crores. During the year under review,
38,50,000 convertible warrants were converted into
equity shares. Accordingly, the paid-up equity share
capital increased from '' 40.92 Crores to '' 44.77 Crores.
The Company has not issued shares with differential
voting rights.

Employees'' Stock Option Plan:

Your Company has instituted various employees’ stock
options plans from time to time to motivate and reward
employees. The ESOP compensation committee
administers these plans. The stock option plans are
in compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to
time. (''Employee Benefits Regulations’).

The members at their meeting held on September 27,
2021 and through Postal Ballot passed on March 16,
2024 had approved the Asian Energy Services Limited
- Employee Stock Option Plan - 2021 ("AESL ESOP
2021") & Asian Energy Services Limited - Employee
Stock Option Plan - 2024 ("AESL ESOP 2024")
respectively ("together referred to as "ESOP Plans")
authorizing grant of not exceeding 3,80,744 (Three Lakh
Eighty Thousand Seven Hundred Forty-four) options to
the eligible employees under each plan.

Details of AESL ESOP 2021 are as follows:

Options granted during FY 2022-23	3,80,000
Un-granted Options as on March 31, 2023	744
Total	3,80,744
Options exercised during FY 2023-24	1,09,183
Options exercised during FY 2024-25	2,00,643
Total Options lapsed during FY 2024¬ 25	70,174
Options re-granted during FY 2024-25	70,231
Un-granted Options as on March 31, 2025	687
Options outstanding as on March 31, 2025	70,231

Under AESL ESOP 2024, 3,80,744 stock options were
granted to the employees on January 25, 2025. Since,
the options have not yet been vested, no options were

exercised under AESL ESOP 2024 as on March 31,
2025.

Appropriate disclosure prescribed under the said
Regulations with regard to the ESOP Plans is available
on the Company’s website at www.asianenergy.com.

Compliance with Secretarial Standards:

The Company has complied with all the applicable
provisions of secretarial standards - 1 and secretarial
standards - 2 relating to ''Meetings of the Board of
Directors’ and ''General Meetings’, respectively issued
by the Institute of Company Secretaries of India. (''ICSI’)

Annual Return:

Pursuant to section 92(3) and section 134(3)(a) of the
Act, the Company has placed a copy of the annual
return as at March 31, 2025 on its website at www.
asianenergy.com.

Other Disclosures:

Your directors state that disclosure or reporting is not
required in respect of the following items as there were
no transactions relating to these items during the year
under review:

a) issue of equity shares with differential rights as to
dividend, voting or otherwise.

b) details relating to deposits covered under chapter
V of the Act.

c) voting rights which are not directly exercised
by the employees in respect of shares for the
subscription / purchase of which loan was given
by the Company (as there is no scheme pursuant
to which such persons can beneficially hold
shares as envisaged under section 67(3)(c) of the
Act).

d) the details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with
their status as at the end of the financial year.

e) t he 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.

Acknowledgement:

The Board places on record its deep appreciation for the continued support received from various clients, vendors,
suppliers and technical partners, bankers, government authorities, employees at all levels and stakeholders, in furthering
the interest of the Company.

On behalf of the Board of Directors of
Asian Energy Services Limited

Nayan Mani Borah

Place: Mumbai Chairman

Date: August 12, 2025 DIN: 00489006

---

Mar 31, 2024

Your directors are pleased to present the 31st annual report of Asian Energy Services Limited (''AESL'' or ''the Company'') along with its audited financial statements for the financial year ended March 31,2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results:

The Company’s financial performance, for the year ended March 31,2024 is summarised below:

('' in lakhs)
Particulars |	Consolidated		Standalone
2023-24		2022-23	2023-24	2022-23
Revenue from operations	30,506.48	10,995.41	30,506.40	10,987.03
Other Income	622.00	409.69	455.94	385.49
Total Revenue	31,128.48	11,404.83	30,962.34	11,372.52
Profit/(Loss) before exceptional items and tax	3,052.82	(3,849.60)	3,180.04	(2,736.28)
Exceptional items	(185.10)	(606.85)	-	(208.50)
Profit/(Loss) before tax	2,867.72	(4,456.45)	3,180.04	(2,944.78)
Tax expenses	312.97	(12.23)	309.74	(16.92)
Net Profit/(Loss) after tax	2,554.75	(4,444.22)	2,870.30	(2,927.86)

DIVIDEND:

The Directors have not recommended any dividend for the year ended March 31,2024.

TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to reserves out of the profits earned during the financial year 2023-24.

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY:

There has been no change in the nature of business of your Company during the Financial Year 2023-24. Our Company is engaged as a service provider to the energy and mineral sectors, offering end-to-end services which extends across the value chain, including geophysical data acquisition, production facility, engineering procurement and construction (''EPC'') , production facility, operation and maintenance (''O&M’).

We are one amongst the few companies in India providing end-to-end services in the upstream oil segment, across the value chain. The Company specializes in servicing the value chain entirely, right from seismic data acquisition, data analysis, building oil & gas facility to undertaking the O&M of production facilities.

The Company continue to remain vigilant to capitalise on the opportunities Government of India (''GoI'') may present while remaining focussed to deliver the contracts on hand.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of section 129(3) of the Companies Act, 2013 (''the Act’) read with the rules framed thereunder, a Statement containing the salient features of the financial Statements of your Company’s subsidiaries and associates in form AOC-1 is annexed to and forms a part of the financial statement. The statement provides the details of performance and financial position of each of the subsidiaries and associates. In accordance with section 136 of the Act, the Audited financial statements, including the consolidated financial statement, audited accounts of all the subsidiaries and other documents attached thereto.

SUBSIDIARY COMPANIES:

The Company has 5 (Five) subsidiaries, 1 (one) step down subsidiary and 3 (three) joint ventures as on March 31,2024. There has been no material change in the nature of business of the subsidiaries.

The consolidated financial statements reflect the operations of all the subsidiaries (including step down subsidiary) viz. Asian Oilfield & Energy Services DMCC, AOSL Petroleum Pte. Ltd., AOSL Energy Services Limited, Optimum Oil & Gas Private Limited, Cure Multitrade Private Limited and Ivorene Oil Services Nigeria Ltd (step down subsidiary) and three joint ventures viz. Zuberi Asian Joint Venture, AESL FFIL Joint Venture and Asian Indwell Joint Venture.

In terms of section 136 of the Act, the financial statements of the Company, consolidated financial statements along

with relevant documents and separate audited accounts in respect of subsidiaries, are also kept at the registered office of the Company and are available on the website of the Company.

PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND INVESTMENTS MADE:

Particulars of loans, guarantees given and investments made during the year, as required under section 186 of the Act and schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 (''SEBI LODR’ or ''Listing Regulations’), are provided in the notes 7 to 10 of the standalone financial statements.

RELATED PARTY TRANSACTIONS:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm’s length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Act and SEBI LODR, the Company has a policy for related party transactions which is also available on the website of the Company (www.asianenergy.com).

All the related party transactions are placed before the audit committee as well as the Board for approval.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of Company’s business. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in form AOC-2 is not applicable. Related party transactions under Accounting Standard -AS-18 are disclosed in the notes to the financial statements.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of section 134(5) of the Act:

a. that in preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b. that 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 a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a ''going concern’ basis.

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ashutosh Kumar, tendered his resignation as Wholetime Director & CEO of the Company with effect from June 1, 2023. The Board places on record its deep appreciation of valuable contribution made by him during tenure on the Board and Management team.

Mr. Kapil Garg has been re-designated as Managing Director of the Company with effect from June 01,2023.

There has been no other change in the directors and key managerial personnel during the year under review since the last report. Detailed information on the directors is provided in the Corporate Governance Report.

Mr. Aman Garg (DIN: 10415263) was appointed as NonExecutive Non-Independent Director w.e.f. May 03, 2024 and Mr. Anil Kumar Jha (DIN: 06645361) was appointed as Independent Director w.e.f. May 14, 2024.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Act as well as under regulation 16(1)(b) of SEBI LODR. There has been no change in the circumstances, which may affect their status as independent director during the year.

BOARD EVALUATION:

The Board of directors have carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the SEBI LODR.

The performance of the Board was evaluated by the Board, after seeking inputs from all the directors on the basis

of criteria such as the board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the guidance note on Board evaluation issued by the Securities and Exchange Board of India (''SEBI'') on January 5, 2017.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

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

In a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI LODR, the Company has put in place a familiarization programme for the independent directors to familiarize them with their role, rights and responsibilities as directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in corporate governance report.

The familiarization programme for the independent directors is placed on the website of the Company www.asianenerav. com.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the corporate governance report that forms part of this Annual Report.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website at www. asianenergy.com.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors of the Company met 6 (six) times during the year to deliberate on various matters. The details of the meetings of the Board and its committees held during the year are stated in the corporate governance report forming part of this Annual Report.

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

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI LODR, the management Discussion and analysis has been given separately and forms part of this report.

RISK MANAGEMENT:

The Company has in place a Risk Management Policy pursuant to Section 134 of the Act and Regulation 21 of SEBI LODR. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The internal audit facilitates the execution of risk management practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each function carried on project sites, addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures, to inform the audit committee as well as the Board of directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis

and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part of risk management process are linked to the audit.

The audit committee of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The risk management policy of the Company is placed on the website of the Company www.asianenergy.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company’s Internal Financial Controls (''IFC’) is commensurate with the size and operations of the business and is in line with the requirements of the Act. This framework includes well-documented policies, procedures and Standard Operating Procedures (''SOP’), specific to respective processes. Regular management review processes evaluate various policies for the dynamic and evolving business environment. Furthermore, our internal auditors undertake rigorous testing of the control environment of the Company.

CORPORATE SOCIAL RESPONSIBILITY (''CSR''):

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, (''CSR Rules’) the Board of Directors of your Company has constituted a Corporate Social Responsibility committee chaired by Mr. Nayan Mani Borah, Independent Director. Other Members of the Committee are Mr. Mukesh Jain, Non-executive Director and Dr. Rabi Narayan Bastia, Non-Executive Director. Your Company also has in place a CSR Policy which is available at www.asianenergy.com.

The statutory provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company for the FY 2023-24.

SAFETY, ENVIRONMENT AND HEALTH:

The Company’s commitment to excellence in health and safety is embedded in the Company’s core values. The Company has a stringent policy of ''safety for all’, which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and the communities that it interfaces with. The Company is aware of the environmental impact of its operations, and it continually strives to reduce such impact by investing in technologies and solutions for economic growth.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on safety, environment and health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the project sites as well.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

We have embodied the mechanism in the code of conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our code of conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the chairman of the audit committee in exceptional cases and no personnel have been denied access to the audit committee. The Board and audit committee are informed periodically on the cases reported, if any, and the status of resolution of such cases.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant material orders have been passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

DISCLOSURE REQUIREMENTS:

As per SEBI LODR, corporate governance report with a certificate from Practicing Company Secretary (''PCS’)

thereon and management discussion and analysis are attached, which form part of this report.

HUMAN RESOURCES:

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

The Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding or unpaid as on the date of the balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are:

a. Conservation of Energy : NIL

b. Technology Absorption : NIL

c. Foreign exchange earning & outgo :

('' in lakhs)
Sr. No.	Particulars	2023-24 |	2022-23
a.	Foreign Exchange earnings
	Consultancy Services	--	--
	Dividend	--	--
	Interest on loan to Subsidiary	--	--
b.	Foreign Exchange outgo towards
	Repairs and Maintenance	133.94	141.10
	Rent	--	--
	Machinery Hire Charges	--	--
	Capital goods	--	--
	Consumable Items	604.73	--
	License Expenses	5.05	--
	Membership and subscription charges	2.72	--
	Consultancy	32.05	--
	Custom Clearance charges	7.29	--

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under section 197(12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure B forming part of the Report.

In terms of the second proviso to section 136 of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said annexure is related to any Director of the Company.

AUDITORS AND AUDITORS'' REPORT

(1) Statutory Auditors:

Walker Chandiok & Co. LLP (''WCC’), Chartered Accountants, were appointed as the statutory auditors of the Company for a period of five years and hold office till the conclusion of the 32nd Annual General Meeting (''AGM’) to be held in the year 2025.

Pursuant to section 141 of the Act, the statutory auditors have represented that they are not disqualified and continue to be eligible to act as the auditor of the Company.

Auditors'' Report:

The Statutory Auditors have issued an Audit Report with unmodified opinion on Standalone and Consolidated Results for the period ended March 31,2024:

(2) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of directors of the Company had appointed Mr. Hemanshu Kapadia of Hemanshu Kapadia & Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company for the year ended March 31,2024. The secretarial audit Report is annexed as Annexure C.

Secretarial auditors'' observation(s) in secretarial audit report and directors'' explanation thereto -

Observation of the Secretarial Auditors	Management''s Reply
The listed entity has filed XBRL intimations for few events with a delay. However, intimation in PDF mode for all those events were filed in due time.	All the required intimations and submissions were made in PDF format in due time. However, for inadvertent reasons, submission for few events in XBRL mode, were made with delay.

Observation of the Secretarial Auditors	Management''s Reply
The Board of Directors, has re-appointed Mr. Nayan Mani Borah (DIN: 00489006) as an Independent Director of the listed entity. However, no intimation was filed with both the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited	Inadvertently, PDF submission was not done.

COST RECORDS AND COST AUDIT:

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

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

SHARE CAPITAL:

The paid-up equity share capital as on March 31, 2024 was '' 40.92 crores. During the year under review, 28,50,000 convertible warrants were converted into equity shares. Accordingly, the paid-up equity share capital increased from 38.07 crores to '' 40.92 crores. The Company has not issued shares with differential voting rights.

EMPLOYEES'' STOCK OPTION PLAN:

Your Company has instituted various employees’ stock options plans from time to time to motivate and reward employees. The ESOP compensation committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. (''Employee Benefits Regulations’).

The members at their meeting held on September 27, 2021 and through Postal Ballot passed on 16th March, 2024 had approved the Asian Energy Services Limited - Employee Stock Option Plan - 2021 ("AESL ESOP 2021") & Asian Energy Services Limited - Employee Stock Option Plan -

2024 ("AESL ESOP 2024") respectively ("together referred to as "ESOP Plans") authorising grant of not exceeding 3,80,744 (Three Lakh Eighty Thousand Seven Hundred Forty-four) options to the eligible employees under each plan. Under AESL ESOP 2021, the Company granted 3,80,000 (Three Lakh Eighty Thousand) stock options to the eligible employees during FY 2022-23. During the financial year under review, 1,09,183 (One Lakh Nine Thousand One Hundred Eighty-Three) stock options were exercised by the eligible employees.

Further, no stock options have been granted under AESL ESOP 2024 to any employee during the year under review. However, 3,80,744 Options were granted by the ESOP Compensation Committee in its meeting held on 3rd May, 2024.

Appropriate disclosure prescribed under the said Regulations with regard to the ESOP Plan is available on the Company’s website www.asianenergy.com

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of secretarial standards - 1 and secretarial standards - 2 relating to ''Meetings of the Board of Directors’ and ''General Meetings’, respectively issued by the Institute of Company Secretaries of India. (''ICSI’)

ANNUAL RETURN:

Pursuant to section 92(3) and section 134(3)(a) of the Act, the Company has placed a copy of the annual return as at March 31,2024 on its website at www.asianenergy.com.

OTHER DISCLOSURES:

Your directors state that disclosure or reporting is not required in respect of the following items as there were no transactions relating to these items during the year under review:

a) issue of equity shares with differential rights as to dividend, voting or otherwise.

b) details relating to deposits covered under chapter V of the Act.

c) voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

d) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

e) the 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.

ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the continued support received from various clients, vendors,

suppliers and technical partners, bankers, government authorities, employees at all levels and stakeholders, in furthering the interest of the Company.

---

Mar 31, 2023

Your Directors are pleased to present the 30th Annual Report and the Company’s Audited Financial Statements for the financial year ended March 31,2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results:

The Company’s financial performance, for the year ended March 31,2023 is summarised below:

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	10,995.41	26,047.11	10,987.03	25,413.86
Other Income	409.69	282.84	385.49	1,395.30
Total Revenue	11,404.83	26,329.95	11,372.52	26,809.16
Profit/(Loss) before exceptional items and tax	(3849.60)	4067.07	(2,736.28)	6,464.12
Exceptional items	(606.85)	-	(208.50)	-
Profit/(Loss) before tax	(4456.45)	4,067.07	(2944.78)	6,464.12
Tax expenses	(12.23)	185.96	(16.92)	185.96
Net Profit/(Loss) after tax	(4,444.22)	3,881.11	(2,927.86)	6,278.16

Dividend:

The Directors have not recommended any dividend for the year ended March 31,2023.

Transfer to Reserves:

The Company does not propose to transfer any amount to reserves during the financial year 2022-23.

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23. Our Company is engaged as a service provider to the energy and mineral sectors, offering end-to-end services which extends across the value chain, including Geophysical Data Acquisition, Production Facility EPC , production facility Operation and Maintenance. We are one amongst the few companies in India providing end-to-end services in the upstream oil segment, across the value chain. Asian Energy Services Limited (''AESL’ or ''the Company’) specializes in servicing the value chain entirely, right from seismic data acquisition, data analysis, building oil & gas facility to undertaking the operation and maintenance (O&M) of production facilities.

The Company continue to remain vigilant to capitalise on the opportunities Government of India may present while remaining focussed to deliver the contracts on hand.

Consolidated Financial Statements:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement.

The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto.

Subsidiary Companies:

The Company has 5 (Five) subsidiaries, 1 (one) step down subsidiary and 2 (two) Joint Ventures as on March 31,2023. During the year under review the Company purchased additional 51 % in Cure Multitrade Private Limited, and therefore it has become subsidiary of the Company. There has been no material change in the nature of business of the subsidiaries. The consolidated financial statements reflect the operations of all the subsidiaries (including step down subsidiary) viz. Asian Oilfield & Energy Services DMCC, AOSL Petroleum Pte. Ltd., AOSL Energy Services Limited, Optimum Oil & Gas Private Limited, Cure Multitrade Private Limited and Ivorene Oil Services Nigeria Ltd (step down subsidiary) and two Joint Ventures viz. Zuberi Asian Joint Venture and AESL FFIL Joint Venture.

In terms of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also kept at the Registered Office of the Company and are available on the website of the Company.

Particulars of loans and guarantees given, securities provided, and investments made:

Particulars of loans, guarantees given and investments

made during the year, as required under section 186 of the Companies Act, 2013 and schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, are provided in the notes to the standalone financial statements.

Related Party Transactions:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm’s length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company has a policy for related party transactions which is also available on the website of the Company (www. asianenergy.com).

All the related party transactions are placed before the Audit Committee as well as the Board for approval.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of Company’s business, except one transaction as mentioned below. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is enclosed.

Related party transactions under Accounting Standard -AS-18 are disclosed in the notes to the financial statements. Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arm’s length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company had obtained approval from shareholders to enter into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm’s length price:

(i) Approval for Material Related Party transaction with Oilmax Energy Private Limited to acquire 50% Participating Interest in the Indrora Block, Gujarat.

Directors'' Responsibility Statement:

To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

a. that in preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same.

b. that 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 a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the profit of the Company for that period.

c. that proper and sufficient care has been taken 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.

d. They have prepared the annual accounts on a ''going concern’ basis.

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Directors and Key Managerial Personnel:

Mr. Kadayam Ramanathan Bharat, Independent Director of the Company tendered his resignation with effect from close of business hours on May 6, 2022. The Board places on record its deep appreciation of valuable guidance provided by him during his tenure on the Board.

Mr. Mukesh Jain retires by rotation and being eligible offers himself for re-appointment.

There has been no other change in the directors and key managerial personnel during the year under review since the last report. Detailed information on the directors is provided in the Corporate Governance Report.

Declaration by Independent Directors:

The Company has received necessary declaration from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances, which may affect their status as independent director during the year.

Board Evaluation:

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the

SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

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

In a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Familiarization Programme for the Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report.

The Familiarization Programme for the Independent Directors is placed on the website of the Company www. asianenergy.com.

Policy on Directors'' appointment and remuneration and other details:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The details of Board

and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report that forms part of this Annual Report. The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website at www.asianenergy.com.

Meetings of the Board of Directors and Its Committees

The Board of Directors of the Company met 5 (five) times during the year to deliberate on various matters. The details of the meetings of the Board and its Committees held during the year are stated in the Corporate Governance Report forming part of this Annual Report.

5 (five) meetings of the Board were held during the year on May 27, 2022, August 10, 2022, September 30, 2022, November 08, 2022 and February 08, 2023. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statement relate and the date of the report:

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion and Analysis has been given separately and forms part of this report.

Risk Management:

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit facilitates the execution of risk management practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each function carried on project sites, addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to

inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part of risk management process are linked to the audit.

The Audit Committee of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy of the Company is placed on the website of the Company www.asianenergy.com.

Internal Financial Control Systems and their adequacy:

The Company’s Internal Financial Controls (IFC) is commensurate with the size and operations of the business and is in line with the requirements of the Companies Act, 2013. This framework includes well-documented policies, procedures and Standard Operating Procedures (SOP), specific to respective processes. Regular management review processes evaluate various policies for the dynamic and evolving business environment. Furthermore, our internal auditors undertake rigorous testing of the control environment of the Company.

Corporate Social Responsibility (CSR):

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee chaired by Mr. Nayan Mani Borah, Independent Director. Other Members of the Committee are Mr. Mukesh Jain, Non-executive Director and Dr. Rabi Narayan Bastia, Non-Executive Director. Your Company also has in place a CSR Policy which is available at www.asianenergy.com. Your Company’s CSR activities include promoting education, healthcare, eradicating hunger, poverty and malnutrition, empowering women and rural development projects.

The Annual Report on CSR activities and expenditure, as required under sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is provided as Annexure C.

Safety, Environment and Health:

The Company’s commitment to excellence in Health and Safety is embedded in the Company’s core values. The Company has a stringent policy of ''safety for all’, which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and the communities that it interfaces with. The Company is aware of the environmental impact of its operations, and it continually strives to reduce such impact by investing in technologies and solutions for economic growth.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the project sites as well.

Policy on prevention, prohibition and redressal of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

Vigil mechanism/ Whistle Blower Policy:

We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit and Risk Management Committee and the in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and the Audit Committee are informed periodically on the

cases reported, if any, and the status of resolution of such cases.

Significant and material orders passed by the regulators or courts:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Disclosure requirements:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with a Certificate from Practicing Company Secretaries thereon and Management Discussion and Analysis are attached, which forms part of this report.

Human Resources:

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

The Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Deposits from Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding or unpaid as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are:

a. Conservation of Energy : NIL

b. Technology Absorption : NIL

c. Foreign exchange earning & outgo :

(^ in Lakhs)
Sr. No.	Particulars	2022-23	2021-22
a.	Foreign Exchange earnings	--
	Consultancy Services	--	--
	Dividend		1,112.78
	Interest on loan to Subsidiary	--	--

(^ in Lakhs)
Sr. No.	Particulars	2022-23	2021-22
b.	Foreign Exchange outgo towards Repairs and Maintenance	141.10	4.37 367.68
	Rent
	Machinery Hire Charges	--
	Capital goods	--
	License Expenses	--	64.15
	Membership and subscription charges	--	3.25

Particulars of Employees and Remuneration:

The information required under Section 197(12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure D forming part of the Report.

In terms of the second proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

AUDITORS AND AUDITORS'' REPORT (1) Statutory Auditors:

Walker Chandiok & Co. LLP, (WCC), Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of five years and hold office till the conclusion of the 32nd AGM to be held in the year 2025.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

Auditors'' Report:

a) The auditors in their Report on Consolidated Audited Financial Results of the Company for the financial year ended March 31, 2023 have drawn attention in their Report reading as under:

Basis for Qualified Opinion:

1. As given in Note 42 (i) & (ii) to the accompanying consolidated financial statements, following qualifications have been included in the auditor’s report dated 09 May 2023 on the annual financial statements of Asian Oilfield & Energy Services DMCC (''ADMCC’),

a wholly owned subsidiary of the Holding Company,

audited by an independent firm registered in Dubai,

United Arab Emirates and reproduced by us as under:

a) "The Company’s only customer M/s Amni International Petroleum Development OML 52 Company Limited had issued a notice of suspension of the contract (suspension notice) on 16 November 2020. Against the said suspension notice, the Company had issued notice of termination vide notice no. 2021-AOS-AMN-P002-0017 dated 3 August 2021 (termination notice) to terminate the contract with immediate effect. Subsequently, the Company had issued notice of suspension of termination till 31 August 2021 vide notice no. 2021-AOS-AMN-P002-0018 dated 7 August 2021 to amicably solve the matter. Such suspension of termination, after multiple extensions had been extended only till 31 May 2022. Therefore, the suspension of termination period had expired on 31 May 2022.The Company has issued final notice for termination of contract vide notice no. 2022-AOS-AMN-P002-0003 dated 8 June 2022 to the customer and in turn, the customer has issued acknowledgment letter to accept the termination of contract vide notice no. GMD-A52-AOS-0622-LET-20001 dated 10 June 2022 with immediate effect. Accounts receivable USD 4,653,712/- remains unconfirmed as on reporting date. However management has represented that the same are recoverable & reserve for impairment of accounts receivable of USD 500,000/- is sufficient to cover for doubtful debts, if any. The account receivable of USD 4,653,712/-will get reduced by USD 2,577,744/- on account of novation of one of the subcontractor, whereas novation terms have been agreed and waiting for execution and conclusion of novation deed."

Our audit report dated 27 May 2022 on the consolidated financial statements for the year ended 31 March 2022 was also qualified in respect of this matter.

b) "Property, plant & equipment lying in Nigeria, of carrying value USD 778,354/- are stated at cost has not been physically verified and has not been tested for impairment."

Our audit report dated 27 May 2022 on the consolidated financial statements for the year ended 31 March 2022 was also qualified in respect of this matter.

Explanation to Auditors'' Comment:

The Auditors’ Qualification has been appropriately dealt with in Note No. 42 of the Notes to the consolidated audited financial statements. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Hemanshu Kapadia of Hemanshu Kapadia & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report is annexed as Annexure E. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

Share Capital:

The paid-up equity share capital as on March 31,2023 was '' 38.07 crores. There was no change in the paid-up equity share capital of the Company during the year under review. The Company has not issued shares with differential voting rights.

Employees'' Stock Option Plan:

Your Company has instituted various employees’ stock options plans from time to time to motivate and reward employees. The ESOP Compensation Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("Employee Benefits Regulations").

The Members at their meeting held on September 27, 2021 had approved the "Asian Energy Services Limited -Employee Stock Option Plan - 2021" ("AESL ESOP 2021") authorising grant of not exceeding 3,80,744 (Three Lakh

Eighty Thousand Seven Hundred Forty-four) options to the eligible employees.

The Company has granted 3,80,000 stock options during the year under review.

Appropriate disclosure prescribed under the said Regulations with regard to the Scheme is available on the Company’s website www.asianenergy.com

Compliance with Secretarial Standards:

The Company has complied with all the applicable provisions of Secretarial Standards - 1 and Secretarial Standards - 2 relating to ''Meetings of the Board of Directors’ and ''General Meetings’, respectively issued by the Institute of Company Secretaries of India.

Annual Return:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at https://www.asianenergy.com/investor-relations.

html#annualreports.

Other Disclosures:

Your Directors state that disclosure or reporting is not required in respect of the following items as there were no transactions relating to these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Details relating to Deposits covered under Chapter V of the Act.

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

d) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

e) The 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.

Acknowledgement:

The Board places on record its deep appreciation for the continued support received from various clients, vendors, suppliers and technical partners, bankers, Government Authorities, employees at all levels and stakeholders, in furthering the interest of the Company.

---

Mar 31, 2018

To the Members,

The Directors are pleased to present the 25th Annual Report and the Company’s audited financial statement for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS:

The Company’s financial performance, for the year ended March 31, 2018 is summarised below:

(Rs. in Lacs)

	Consolidated		Standalone
Particulars	2017-18	2016-17*	2017-18	2016-17*
Revenue from operations	22,222.29	12,431.62	9,566.28	4,341.83
Other Income	352.40	389.44	661.48	436.30
Total Revenue	22,574.69	12,821.06	10,227.76	4,778.13
Profit / (Loss) before Finance Cost, Depreciation and Tax	4,421.42	(1,437.61)	239.53	443.50
Finance Cost	(634.07)	(768.27)	(573.72)	(459.82)
Depreciation	(1,702.68)	(1,513.00)	(748.30)	(526.06)
Exceptional items	(1,034.11)	1,918.94	(985.22)	645.02
Profit/(Loss) before tax	1,050.33	(1,799.94)	(2,067.71)	102.64
Tax expenses	(20.17)	(20.52)	-	(20.52)
Net Profit/(Loss) after tax	1,030.16	(1,820.46)	(2,067.71)	82.12

* As per Ind-AS adopted by the Company during the financial year 2017-18

DIVIDEND:

In view of loss for the financial year, the Board regrets its inability to recommend payment of dividend to the shareholders.

TRANSFER TO RESERVES:

The Company does not propose to transfer any sum to the General Reserve in view of loss.

COMPANY’S PERFORMANCE:

On consolidated basis, revenue from operations for the financial year 2017-18 stood at Rs. 22,222.29 lakhs which was higher by 78.76% over last year (Rs. 12,431.62 lakhs in FY 2016-17). Net Profit for the year stood at Rs. 1,030.16 lakhs as against Net Loss of Rs. 1,820.46 lakhs in the previous year.

On standalone basis, revenue from operations for the financial year 2017-18 is Rs. 9,566.28 lakhs which has increased by approx.

2 times over last year (Rs. 4,341.83 lakhs in FY 2016-17) whereas Net Loss for the year is Rs. 2,067.71 lakhs as against Net Profit of Rs. 82.12 lakhs, in the previous year.

Consolidated and standalone figures for financial year 2016-17 have been restated to comply with Ind-AS and make it comparable.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements for the year under review are in accordance with the Indian Accounting Standard (IND-AS) notified by the Ministry of Corporate Affairs, which are applicable to the group for the accounting periods beginning on or after 1st April, 2017.

SUBSIDIARY COMPANIES:

The Company has 2 (two) subsidiaries, 1 (one) step down subsidiary and 1 (one) joint venture as on March 31, 2018. During the year under review the Company has invested in a Joint Venture Company (Optimum Oil & Gas Private Limited) (JV). As on March 31, 2018 the Company held 23% of the equity share capital in the JV. There has been no material change in the nature of business of the subsidiaries and the JV.

The Consolidated Financial Results reflect the operations of the three subsidiaries viz. Asian Oilfield & Energy Services DMCC, AOSL Petroleum Pte. Ltd. and Ivorene Oil Services Nigeria Ltd .(step down subsidiary) and a Joint Venture Company viz. Optimum Oil & Gas Private Limited.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries and JV in Form AOC-1 is annexed as Annexure A. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries and JV, are also kept at the Registered Office of the Company and are available on the website of the Company.

PERFORMANCE OF SUBSIDIARIES:

Asian Oilfield & Energy Services DMCC, Dubai:

During the year, net sales of Asian Oilfield & Energy Services DMCC increased from Rs. 85.33 crores in the previous year to Rs. 135.46 crores during the year 2017-18. It generated net profit of Rs. 31.91 crores, against loss of Rs. 17.80 crores in the previous year.

Asian Oilfield & Energy Services DMCC has been exploring opportunities in select countries in the MEA Region, which would have huge opportunities in the field of Oil and Gas exploration.

AOSL PETROLEUM PTE. LTD.:

During the year AOSL Petroleum Pte. Ltd. registered no income and has incurred a net loss of Rs. 1.12 crores in the current year against net loss of Rs. 1.09 crores in the previous year.

IVORENE OIL SERVICES NIGERIA LTD.:

Ivorene Oil Services Nigeria Limited (Ivorene) is step down subsidiary of the Company in view of purchase of 99.99% shares in F.Y. 2016-17 by Asian Oilfield & Energy Services DMCC, subsidiary of the Company.

During the year Ivorene registered an income of Rs. 58,42,615/as against Rs. 39,43,003/- and has generated a net profit of Rs. 38,16,242/- in the current year against net profit of Rs. 22,82,501/in the previous year.

PERFORMANCE OF JOINT VENTURE COMPANY:

Optimum Oil & gas private Limited:

During the year Optimum Oil & Gas Private Limited had total revenue (other income) of Rs. 7.50 lakhs and incurred a loss of Rs. 15.58 lakhs against a net loss of Rs. 0.11 lakhs in the previous year.

Particulars of loans and guarantees given, securities provided and investments made:

The Company has complied with the provisions of Section 186 of the Act in respect of loans or guarantees given securities provided and investments made during the year under review. The details of loans and guarantees given and investments made by the Company during the financial year 2017-18 are provided in the notes to the financial statements.

Related party Transactions:

All related party transactions that were entered in to during the financial year were on arm’s length basis and were in the ordinary course of Company’s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a policy for related party transactions which is also available on the website of the Company (www.asianoilfield.com).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard - AS18 are disclosed in the notes to the financial statements.

Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure B to this report.

Directors’ responsibility statement:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2018 and of the loss of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a ‘going concern’ basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following changes occurred in the position of Directors/ KMPs of the company.

DIRECTORS:

During the year under review Mr. Ajit Kapadia, Independent Director ceased to be the Director of the Company from January 16, 2018 due to resignation. The Board appreciates the contribution received by the Company from Mr. Ajit Kapadia during his tenure as Director of the Company.

Mr. Kadayam Ramanathan Bharat was appointed as an Additional (Independent) Director of the Company with effect from January 16, 2018. The Company has received a notice in writing from a member proposing his candidature and being eligible has offered himself to be appointed as an Independent Director not liable to retire by rotation.

Mr. Gaurav Vishnukumar Gupta retires by rotation and being eligible offers himself for re-appointment.

Mr. N. C. Sharma, Ms. Anusha Mehta, Dr. Rabi Narayan Bastia continue as Directors of the Company.

KEY MANAGERIAL PERSONNEL:

During the year under report, the following persons were Key Managerial Personnel of the Company:

1. Mr. Rohit Agarwal, Wholetime Director (up to July 31, 2018)

2. Mr. Ashutosh Kumar, Whole-time Director & CEO (w.e.f August 1, 2018)

3. Mr. Rahul Jain, Chief Financial Officer (up to February 16, 2018)

4. Ms. Kanika Bhutani, Company Secretary and Compliance Officer (up to January 31, 2018)

5. Ms. Shweta Jain, Company Secretary and Compliance Officer (from February 13, 2018 up to June 20, 2018).

CHANGES IN THE COMPOSITION OF THE BOARD AND KEY MANAGERIAL PERSONNEL BETWEEN THE END OF FINANCIAL YEAR OF The cOMpANY TO which The FINANciAL sTATEMENTs RELATE AND THE DATE OF THE REPORT:

Mr. Rohit Agarwal resigned as Whole-time Director and Director of the Company from the end of business hours of July 31, 2018. The Board appreciates the guidance and contribution received by the Company from Mr. Rohit Agarwal during his tenure as Whole-time Director and Director of the Company.

Ms. Shweta Jain was appointed as Company Secretary and Compliance Officer w.e.f. February 13, 2018 and she resigned w.e.f. close of working hours on June 20, 2018.

Mr. Ashutosh Kumar Chief Executive Officer & Director has been appointed as Whole-time Director & Chief Financial Officer w.e.f. August 1, 2018 for a period of 3 years, pursuant to provisions of Sections 196, 197 & other applicable provisions of the Companies Act, 2013 read with Schedule - V thereof, subject to approval of shareholders and the Central Government, if any.

Mr. Sumit Maheshwari has been appointed as the Chief Financial Officer of the Company w.e.f. August 1, 2018 and Ms. Archana Nadgouda has been appointed as the Company Secretary and Compliance Officer w.e.f. August 1, 2018.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 of SEBI Listing Obligation and Disclosure Requirement Regulations. There has been no change in the circumstances, which may affect their status as independent director during the year.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

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

In a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarisation programme are explained in Corporate Governance Report.

The Familiarisation Programme for the Independent Directors is placed on the website of the Company www.asianoilfield.com.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Board’s report.

The Nomination and Remuneration policy of the Company is placed on the website of the Company www.asianoilfield.com.

NUMBER OF MEETINGS OF THE BOARD:

5 (five) meetings of the Board were held during the year on May 22, 2017, July 28, 2017, September 8, 2017, December 8, 2017 and February 13, 2018. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statement relate and the date of the report:

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on March 31, 2018 and this report dated August 1, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion and Analysis has been given separately and forms part of this report.

RISK MANAGEMENT:

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit facilitates the execution of risk management practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each function carried on project sites, addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part risk management process are linked to the audit.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management policy of the Company is placed on the website of the Company www.asianoilfield.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorisation and approval procedures. The Company has appointed M/s. S.P. Chopra & Co. the firm of Chartered Accountants as an Internal Auditors which carries out audits throughout the year. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has already constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. For the Company, social responsibility is a key element of accountability and it will continue to strive in its behaviour and actions to surpass the levels of minimum statutory compliance. The Company believes in the sustainable growth and prosperity of its stakeholders and views its responsibilities not only as business responsibilities but as Ethical and Social as well.

The CSR policy of the Company is placed on the website of the Company www.asianoilfield.com.

However, in view of loss of the financial year and inadequate profits during previous years the Company has not pursued any initiative on CSR activities.

SAFETY, ENVIRONMENT AND HEALTH:

The Company’s commitment to excellence in Health and Safety is embedded in the Company’s core values. The Company has a stringent policy of ‘safety for all’, which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and the communities that it interfaces with. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact by investing in technologies and solutions for economic growth.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring , not only the safety of employees but surrounding population of the project sites as well.

Policy on prevention, prohibition and redressal of sexual harassment at workplace :

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimisation of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.asianoilfield.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

DISCLOSURE REQUIREMENTS:

As per SEBI (Listing Obligation and Disclosure Requirements) Regulations, Corporate Governance Report with Practicing Company Secretaries Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

HUMAN RESOURCES:

The human resource plays a vital role in the growth and success of an organisation. The Company has maintained cordial and harmonious relations with employees across various locations.

The Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding or unpaid as on the date of the balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are

a. Conversation of Energy : Not Applicable

b. Technology Absorption : NIL

c. Foreign exchange earning & outgo :

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure c forming part of the Report.

In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Whole-time Director or Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

AUDITORS AND AUDITORS’ REPORT

(1) STATUTORY AUDITORS:

Walker Chandiok & Co. LLP, (WCC), Chartered Accountants, were appointed as the statutory auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 28th September, 2015 to hold office from the conclusion of 22nd AGM till the conclusion of 27th AGM to be held in 2020. As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. However, in accordance with the Companies (Amendment) Act, 2017, enforced on May 7, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM. Accordingly, no such item has been considered in notice of the ensuing 25th AGM.

Auditors’ Report:

a) There are no qualifications, reservations or adverse remarks made by Walker Chandiok & Co. LLP, Statutory Auditors, in their report on Standalone Audited Financial Results of the Company for the financial year ended March 31, 2018.

b) The auditors in their Report on Consolidated Audited Financial Results of the Company for the financial year ended March 31, 2018 have given a qualified opinion in their Report reading as under:

“As described in Note 7 to the consolidated financial results of the Group, trade receivable balance amounting to Rs. 163.67 lakhs outstanding as at March 31, 2018 in books of AOSL Petroleum Pte Limited (‘APPL’), a subsidiary of the Holding Company, is considered as fully recoverable by the management. However, such balance should have been provided for as at March 31, 2018 as stated in the Basis of Qualified Opinion paragraph in the audit report dated May 17, 2018 on the subsidiary financial statements, issued by an independent firm of Chartered Accountants registered in Singapore, and reproduced by us as under: Included in other receivable is an amount of USD 251,636 long outstanding” We are of the opinion that the Company should provide for impairment loss against the balance.”

IN RESPONSE THERETO, THE MANAGEMENT IS OF THE VIEW THAT:

AOSL Petroleum Pte. Limited (“APPL”), a subsidiary company, has certain current trade receivables of Rs. 163.67 lakhs as at March 31, 2018. APPL’s management is reasonably certain that this amount is recoverable in near future and hence no provision is required for the same.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Jayesh Vyas of M/s. Jayesh Vyas and Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report is annexed as Annexure D. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. However, there is an observation regarding delay in filing of Form MGT-14 by 30 days, by the Company, which occurred due to non availability of the authorised Director, during such time.

Share Capital:

The paid up Equity Share Capital as on March 31, 2018 was Rs. 38.07 crores. During the year under review, the Company has allotted 1,20,00,000 equity shares upon conversion of convertible warrants issued during previous financial year 2016-17.

The Company has not issued shares with differential voting rights. Although the Company in the Extraordinary General Meeting of its shareholders held on March 27, 2017 has attained the approval for issuing ESOP to it Employees, but it has not granted any employee stock options or sweat equity shares.

Employee Stock Option plan 2017:

Details of the shares issued under Employee Stock Option Plan (ESOP), as also the disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, are uploaded on the website of the Company www.asianoilfield.com.

During the year, ESOP Compensation Committee Meeting has granted 1,74,302 stock options to Employees of the Company, its Subsidiaries and Holding Company, under the Asian Oilfield Services Limited - Employee Stock Option Plan 2017 (“AOSL ESOP 2017”) at an exercise price of INR 165/- and that each of the stock option entitles the holder to apply for one equity share of the Company of INR 10/- each. A Certificate from the Statutory Auditors of the Company regarding proper implementation of ESOP Scheme shall be placed before the members at the 25th Annual General Meeting.

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act, the extract of Annual Return is given in Annexure E in the prescribed Form MGT-9, which forms part of this report.

ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

On behalf of the board of Directors of

Asian Oilfield Services Limited

Naresh Chandra Sharma

Chairman

DIN 00054922

Place: Mumbai

Date: August 1, 2018

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Mar 31, 2016

Board''s Report

To the Members,

Your Directors are pleased to present the 23rd Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2016.

Financial Results :

The Company''s financial performance, for the year ended March 31, 2016 is summarized below:

(Rupees in Lacs)

Particulars	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Gross Income	10,619.18	14,738.16	1,461.08	834.33
Profit / (Loss) before Interest, Depreciation and Tax	346.74	103.88	(1,616.65)	(425.52)
Operating Profit / (Loss) before Depreciation and Interest	(2,367.40)	(2,361.76)	(2,003.20)	(1731.9)
Depreciation	1,777.81	1,810.89	599.05	608.98
Profit/(Loss) before interest, tax and exceptional items	(1,431.06)	(1,707.01)	(2,215.70)	(1034.5)
Interest	1,089.18	945.25	542.76	596.69
Profit/(Loss) before tax and exceptional items	(2,520.25)	(2,652.26)	(2,758.46)	(1631.19)
Exceptional items	-	44.92	-	44.92
Tax expenses	185.31	3.90	181.14	0
Net Loss after tax and exceptional items for the period from continuing operations	(2,705.55)	(2,701.08)	(2,939.60)	(1676.1 1)

Dividend :

In view of loss incurred, the Board regrets its inability to recommend payment of dividend to the shareholders.

Transfer to Reserves :

The Company does not propose to transfer any sum to the General Reserve in view of loss.

Company''s Performance :

On consolidated basis, revenue from operations for the financial year 2015-16 stood at Rs.7766.76 Lacs which was lower by 44.85% over last year (Rs.14,083.30 Lacs in 2014-15). Overall operational expenses for the year have lowered down to Rs.11,911.97 Lacs, against Rs.16,445.17 Lacs in the previous year resulting Operating Loss of Rs.4145.21 Lacs, against Rs.2,361.87 Lacs in the previous year. Net Loss for the year stood at Rs.2705.55 Lacs as against Rs.2,701.08 Lacs of loss, in the previous year.

On standalone basis, revenue from operations for the financial year 2015-16 is Rs.936.26 Lacs which has increased as 5 times over last year (Rs.136.93 Lacs in 2014-15) whereas

Overall operational expenses for the year rose to Rs.3538.51 Lacs, against Rs.1,868.83 Lacs in the previous year resulting Operating Loss was Rs.2602.25 Lacs, against Rs.1,731.90 Lacs in the previous year. Net Loss (excluding exceptional item) for the year at Rs.2939.60 Lacs as against Rs.1,676.1 1 Lacs, of loss, in the previous year.

Subsidiary Companies and Consolidated Financial Statements :

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

Subsidiary Companies :

The Company has 2 subsidiaries as on March 31, 2016. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of business of the subsidiaries.

The Consolidated Financial Results reflect the operations of the two subsidiaries viz. Asian Oilfield & Energy Services DMCC and AOSL Petroleum Pte. Ltd.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed as Annexure A. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are kept at the Registered Office of the Company and are available on the website of the Company.

Performance of Subsidiaries :

Asian Oilfield & Energy Services DMCC, Dubai

During the year, net sales of Asian Oilfield & Energy Services DMCC decreased from Rs.139.46 Crores in the previous year to Rs.68.31 Crores during the year 2015-16. However, it generated Net Loss of Rs.5.41 Crores, against Net Profit of Rs.9.23 Crores in the previous year.

Asian Oilfield & Energy Services DMCC has been exploring opportunities in select countries in the MEA Region, which would have huge opportunities in the field of Oil and Gas exploration

AOSL Petroleum Pte. Ltd.

During the year AOSL Petroleum Pte. Ltd. registered no income and has caused Net Loss of Rs.2.98 Crores, against net Loss of Rs.1.17 Crores in the previous year.

Particulars of Loans, Guarantees or Investments:

The Company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

Related Party Transactions :

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of Company''s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (www.asianoilfield.com ).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard -AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure B to this report.

Directors'' Responsibility Statement :

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2016 and of the loss of the Company for the year ended on that date;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a ''going concern'' basis ;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Directors and Key Managerial Personnel :

During the year under review, following changes occurred in the position of Directors/ KMPs of the company.

Directors :

During the year under review Mr. ACM ceased to be Director of the Company on resignation from November 9, 2015.

Events Occurred after closure of Financial Year till the date of Board Report

Mr. Ashwin Madhav Khandke, Wholetime Director and Mr. Rahul Talwar, Group CEO ceased to be Directors of the Company on resignations from April 21, 2016 and May 7, 2016 respectively.

Whereas Mr. Gautam Gode, Mr. Sanjay Bhargava, Mr. Vikram Ranjan Agawal and Ms. Sapna Kalantri, the Directors representing erstwhile Promoter viz. Samara Capital Partners Fund I Ltd. , ceased to be directors of the Company on resignations from August 5, 2016.

Mr. Rohit Agarwal, who was appointed as an Additional Director with effect from August 5, 2016 and was appointed as Whole time Director for a period of 3 (three) years from August 5, 2016, subject to the approval of the Shareholders.

Mr. Rabi Narayan Bastia, the Independent Director has become the Promoter Director of the Company due to his association with Oilmax Energy Pvt. Ltd., the new promoter of the Company, with effect from the date of Board Meeting held on August 5, 2016. Mr. Rabi Bastia retires by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel :

During the year under report, the following persons were Key Managerial Personnel of the Company :

1. Mr. Ashwin Madhav Khandke, Wholetime Director

2. Mr. Sandeep Bhatia, Chief Financial Officer (w.e.f. May 21, 2015 to August 11, 2015)

3. Mr. Sachin Aggarwal, Chief Financial Officer (w.e.f. August 11, 2015 to September 17, 2015)

4. Ms. Kanika Bhutani, Company Secretary and Compliance Officer

Declaration by Independent Directors :

The Company has received necessary declaration from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 of SEBI (LODR) Regulations. There has been no change in the circumstances which may affect their status as independent director during the year.

However Mr. Rabi Narayan Bastia, the Independent Director have become the Promoter Director of the Company due to his association with Oilmax Energy Pvt. Ltd., the new promoter of the Company, with effect from the date of Board Meeting held on August 5, 2016.

Board Evaluation :

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

Familiarization Programme for the Independent Directors :

In Compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report.

Policy on Directors'' appointment and Remuneration and other details :

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Board''s report.

Number of Meetings of The Board :

Six meetings of the Board were held during the year on May 21, 2015 (adjourned Board Meeting held on May 29, 2015), August 11, 2015, September 28, 2015, November 6, 2015, December 11, 2015 and February 10, 2016. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

Audit Committee :

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Material changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of the report :

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on March 31, 2016 and the report dated August 11, 2016.

Management Discussion and Analysis :

In terms of the provisions of Regulation 34 of the SEBI Listing Obligations And Disclosures Requirements Regulation (SEBI LODR) 2015, the Management Discussion and Analysis has been given separately and forms part of this report.

Risk Management :

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act and Regulation 21 of SEBI (LODR) Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function carried on project sites, addresses opportunities and risks through a comprehensive approach aligned to the Company''s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part Risk Management process are linked to the audit.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight i n the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Internal Financial Control Systems and their adequacy :

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The Company has M/s. S.P. Chopra & Co. the Firm of Chartered Accountants as an Internal Auditor which carries out audits throughout the year. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

Corporate Social Responsibility (CSR) :

The Company has already constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

For the Company, Social Responsibility is a key element of accountability and it will continue to strive in its behavior and actions to surpass the levels of minimum statutory compliance. The Company believes in the sustainable growth and prosperity of its stakeholders and views its responsibilities not only as business responsibilities but as Ethical and Social as well.

The CSR policy of the Company is placed on the website of the Company www.asianoilfield.com.

However, in view of loss, the Company has not pursued any initiative on CSR activities.

Safety, Environment and Health :

The Company''s commitment to excellence in Health and Safety is embedded in the Company''s core values. The Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and the communities that it interfaces with. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact by investing in technologies and solutions for economic growth.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring , not only the safety of employees but surrounding population of the project sites as well.

Policy on prevention, prohibition and redressal of Sexual Harassment at workplace :

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2015-16.

Vigil mechanism/ whistle blower policy :

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.asianoilfield.com.

Significant and material orders passed by the regulators or courts :

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Corporate Governance

As per SEBI Listing Regulations, corporate governance report with Practicing Company Secretaries Certificate thereon and management discussion and analysis are attached, which form part of this report.

Human Resources :

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Deposits from Public :

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgo :

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are

a. Conversation of Energy : Not Applicable

b. Technology Absorption : NIL

c. Foreign exchange earning & outgo :

(Amount in Rs.)

Sr. No.	Particulars	2015-16	2014-15
a.	Foreign Exchange Earnings Seismic Survey	Nil	Nil
	and other related Charges Interest on loan to	19,828,173	36,545,901
b.	Subsidiary Foreign Exchange outgo towards Travelling	1,309,892	2,370,436
	expenses Capital goods	126,846,264	Nil
	Revenue Payment	Nil	Nil

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the Act read with Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure C forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

Auditors :

(1) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Walker Chandiok & Co. LLP, (WCC) Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 22nd Annual General Meeting (AGM) of the Company held on 28th September, 2015 till the conclusion of the 27th AGM to be held in the year 2020, subject to ratification of their appointment at every AGM. Members are requested to consider the ratification of the appointment of WCC and authorize the Board of Directors to fix their remuneration. WCC have submitted a certificate, confirming that their appointment, if ratified, will be in accordance with Section 139 read with Section 141 of the Act.

A) The existing Auditors in their Report to the members, have given one qualified opinion in their Report reading as under;

"As stated in Note 38 to the accompanying standalone financial statements, the Company''s trade receivables, short-term loans and advances and long-term loans and advances as at March 31, 2016 include H60.12 million, H53.28 million and H12.87 million respectively (as at March 31, 2015: H35.65 million, H102.11 million and H18.12 million respectively) being considered good and recoverable by the management. However, in the absence of sufficient appropriate evidence, we are unable to comment upon the recoverability of the aforesaid trade receivables, short-term loans and advances and long- term loans and advances and the consequential impact, if any on the accompanying standalone financial statements. The predecessor auditor''s report on the financial statements for the year ended March 31, 2015 was also qualified in respect of this matter"

In response thereto, your Board of Directors wishes to state that the Management of your Company is doing regular efforts to recover the money and in view of the response being received, these amount of dues appear to be recoverable.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Jayesh Vyas of M/s. Jayesh Vyas and Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended March 31, 2016. The Secretarial Audit Report is annexed as Annexure D.

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to Point No.1

Your company is law abiding entity, and filed the necessary forms & returns with the Registrar of Companies / MCA in time, however there was delay of 5 days which caused due to non-availability of signatory Director.

Response to Point No. 2

Despite of proper search made for suitable candidate for the position of Chief Financial Officer, press releases for the situation vacant were given in leading national newspapers, engagement with Recruitment Agencies were made, interviews of many candidates were taken by the Management but the Company was not able to find and recruit a new CFO, as per the Company''s requirements, within the time prescribed.

However the Company has selected suitable candidate for the position of CFO of the Company who will join the services from September 1, 2016.

Share Capital :

The paid up Equity Share Capital as on March 31, 2016 was H22.32 Crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Extract of Annual Return :

As provided under Section 92(3) of the Act, the extract of Annual Return is given in Annexure E in the prescribed Form MGT-9, which forms part of this report.

Acknowledgement :

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

On behalf of the Board of Directors

Gurgaon, Naresh Chandra Sharma

August 11, 2016 Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 21st Annual Report and the Company''s audited accounts for the financial year ended March 31, 2014:

1. Consolidated Financial Highlights:

(Rs. in millions) Particulars 31 March, 2014 31 March, 2013

Gross Income 1,252.98 559.96

Operating Profit before Depreciation and Interest 9.95 30.00

Depreciation 141.45 88.17

Profit/(Loss) before interest, tax and exceptional items (131.50) (58.17)

Interest 94.69 31.86

Profit/(Loss) before tax and exceptional items (226.19) (90.03)

Exceptional items 7.82 13.84

Tax expenses 0.25 (0.92)

Net Loss after tax and exceptional items for the period from continuing operations 234.27 102.95

2. Dividend

In view of loss incurred, the Board regrets its inability to recommend payment of dividend to the shareholders.

3. Credit Rating

CRISIL has revised its rating for the Company on the long term Bank facilities to ''Stable'' from ''Negative'' while re- affirming the rating at BB for long term Bank facility and A4 for short term Bank facility. Strong credit rating by leading credit rating agency reflect the Company''s financial discipline and prudence.

4. Operations in Retrospect

During the year under review, consolidated revenue from operation increased to Rs. 1252.98 million as against Rs. 555.96 million in the corresponding period of the previous year. Loss before tax stood at Rs. 226.21 million as compared to Rs. 90.03 million in the previous year, whereas the loss after tax rose to Rs. 234.27 as compared to loss of Rs. 102.95 million registered in the previous year.

5. Operational highlights

During the financial year 2013-14, Asian Oilfield has made significant gains in terms of execution of its strategy to grow the overseas business. We were awarded our first large 3 D job in Kurdistan in Northern Iraq. During the execution on this contract, Asian achieved a few significant milestones and also created a world record that was acknowledged by our customers. Some of the notable achievements include:

a. Deployment of Asian Oilfield''s largest ever 3D crew.

b. First ever Vibroseis operation.

c. First ever Crew outside of the US to deploy in excess of 4000 real time wireless remote units.

d. Holder of the world record for the largest active Real time Spread ever deployed by any Seismic company.

In India, the activity continued to be low and sporadic. Asian Oilfield continued its Job Services Contract for ONGC in Western India.

After the successful Completion of the 3D work, additional 2D Vibroseis work was awarded by Gazprom and this was successfully completed in the third quarter of 2013.

In the Last quarter of 2013, a significant 3D project was awarded to AOSL in OIL SEARCH in Kurdistan, to acquire over 500 Square Kms of 3D data. Preparations are underway to complete the mobilisation and commence operations. This survey will further challenge the capabilities of AOSL and its success will go a long way in establishing us a major regional player in the Middle East and South Asian Region.

6. Future Outlook

There have been a few interesting developments in the global landscape. With the success in gas production in shale and the also in the Gulf of Mexico, US has been steadily reducing its dependency on imports and the trend line is very clear. Since 1949, for the very first time, US has become a net exporter of Petroleum Products in 2011.

Due to the ''Arab Spring'', there have been disruptions in the production levels of the North African countries such as Libya, Algeria and Egypt. The political disruptions have slowed down the onshore exploration activity and the major Oilfield services companies have significantly reduced their operations. Iraq continues to be unstable and has experienced disruption in its exploration activities.

Kurdistan, in North Iraq, has managed to maintain peace and calm in the region under its control. This has led to a rise in the seismic programs being tendered.

The tentative uptick of economic activity in the US and Europe is unlikely to push up crude oil prices significantly. Moderating growth in China could put downward pressure on crude prices. In absence on any adverse geopolitical event, average monthly crude prices are likely to trend lower than the average price in last 12 months.

However, Organisation of Petroleum Exporting Countries (OPEC) may lower its output as it has done in the past, in the face of moderation in crude price. While global crude prices could slip below USD100/bbl in some instances, it is unlikely to remain at such levels for a sustained period. Hence, there appears to be stability in the short to medium term scenario.

In line with our strategy, AOSL in the Middle East market is aggressively looking to consolidate its position in Iraq and Egypt. The aim is to strengthen our presence in Iraq and sequentially grow the business by optimal utilisation of existing assets. However, given the volatile nature of the Middle East region, we are also planning to diversify into East African and south / Far East markets.

In the Post Election India, there are signs of the exploration picking up pace. This could result in a higher than normal exploration activity and could potentially spur the demand for good quality seismic services in the onshore domain. We have established a strong sales and Operations team in India to ensure that we are ready to take advantage of any the growing exploration activity.

7. Report on Corporate Social Responsibility:

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company''s commitment to excellence in Health and Safety is embedded in the Company''s core values. The Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

8. Health Safety and Environment (HSE):

Asian Oilfield Services Limited has put emphasis on HSE as its prime focus in the business. The Company''s HSE Management system (HSE-MS) has been reinforced and rolled out with new initiatives. The HSE-MS is used to establish Company-wide safety management objectives, guiding principles and processes.

The Company has a stringent policy / motto of "NO ONE GETS HURT" which in turn drives our employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities where we operate.

The Company''s commitment to excellence in HSE is embedded in the Company''s core values while at the same time ensuring the highest standards of safety and environment protection in our operations.

9. Consolidated Financial Statement

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

10. Subsidiaries

Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

11.Board of Directors:

In terms of Section 152 of the Companies Act, 2013 and in terms of Article 125 of Articles of Association of the Company, Mr. Sanjay Bhargava, Director retires at the ensuing Annual General Meeting. The Company has received requisite notice in writing from members proposing Mr. Sanjay Bhargava for appointment as Director of the Company.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Naresh Chandra Sharma, Mr. Ajit Kapadia and Mr. Rabi Narayan Bastia as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

The Board of Directors at their meeting held on 12th August, 2014 appointed Mr. Ashwin Madhav Khandke as an Additional Director on the Board in terms of Section 152 of the Companies Act, 2013 read with Article No. 114 of Articles of Association of the Company. Mr. Ashwin Madhav Khandke holds office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing along with deposit from members proposing Mr. Khandke for appointment as a Director of the Company.

Mr. Ashwin Madhav Khandke is also appointed as Wholetime Director of the Company for a further period of 3 years with effect from 12th August, 2014 and the necessary resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

A brief note on Directors retiring by rotation and eligible for appointment and re-appointment as a Director as well as Independent Directors being appointed, is furnished in the Report on Corporate Governance.

12. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

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 a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

13. Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

14. Auditors and Auditors'' Report

Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letters from all of them to the effect that their re - appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

15. Secretarial Audit Report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Jayesh Vyas, Practicing Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, the 98 sections of the Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No. S.O. 2754(E) dated September 12, 2013, the Securities Contracts (Regulation) Act,1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI) and Foreign Direct Investment (FDI), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, Listing Agreement with the BSE Limited and the Memorandum and Articles of Association of the Company.

16. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988, are provided in Annexure II to this Report.

17. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

18. Listing of Securities:

The Company''s equity shares are listed on the BSE Limited. The annual listing fee for the financial year 2013-14 has been paid to BSE.

19. Insurance:

All the properties of the Company are adequately insured against fire and other risks.

20. Appreciations:

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company

For and on behalf of the Board,

Date: 12.08.2014 Naresh Chandra Sharma Place: Mumbai Chairman

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report and the audited accounts for the year ended March 31, 2013:

1. Financial Highlights [Rupeesin millions]

March 31, 2013 March 31, 2012

Gross Income 544.34 458.05

Operating Profit/(Loss) before Depreciation and Interest 38.19 (16.75)

Depreciation 88.14 85.15

Profit before interest, tax and exceptional items (49.95) (101.90)

Interest 30.67 23.44

Profit/(l_oss) before tax and exceptional items (80.62) (125.34)

Exceptional items 13.84 7.39

Tax expenses (0.92) (42.29)

Net Loss after tax and exceptional items for the period from 93.54 90.44 continuing operations

2. Dividend

In view of the losses incurred, the Board regrets its inability to recommend payment of dividend to the Shareholders.

3. Operations in Retrospect

During the year under review, revenue from operations increased by 18.84% to Rs.544.34 million as against Rs.458.05 million in the corresponding period of the previous year. The Company''s loss before tax stood at Rs.80.62 million as compared to a loss of Rs.125.34 million in the previous year, whereas the Loss after Tax rose to Rs.93.54 million as compared to a loss of Rs.90.44 million registered in the previous year.

4. Operational highlights

During the year under review, the Company secured two contracts in India - one from GeoEnpro for carrying out 3D seismic data acquisition in its operational block in Arunachal Pradesh and from ONGC for seismic job services in their operational block in Gujarat. The Company executed 7 projects during the period under review, comprising three for seismic data acquisition in Arunachal Pradesh, Manipur and Tripura, two for job services in Gujarat, one for CBM coring in Madhya Pradesh, two for mineral drilling in Rajasthan and Tamil Nadu. Four projects were completed during the year and three projects were under execution at the year-end, two of which is expected to be completed in the first and last quarter of financial year 2013-14. The projects completed during the year included a seismic data acquisition project in Tripura for Jubilant, CBM coring for Reliance Industries in Madhya Pradesh and mineral drilling for zinc in Rajasthan and uranium in Tamil Nadu for Hindustan Zinc Limited and ONGC, respectively.

5. Future Outlook

The Indian economy started off in 2012 with a lot of promise continuing the high growth of the previous years.

However, weaker currency, higher domestic inflation, high interest rates, weak external demand and risk adverse sentiments have prevented the emerging and developing economies from returning to a higher growth trajectory.

The economic slowdown persisting for last couple of years continued in the year 2012. The Indian economy grew at its slowest pace in a decade in 2012-13. Data released by the Central Statistical Organization (CSO) showed that the economy grew 5% in 2012- 13, compared to 6.2% expansion in the previous year. It was in line with the advanced estimates of the government in its mid-year Economic Review, released earlier where it had indicated estimated growth ranging between 5.7% and 5.9%.

Global economic slowdown, depressed sentiments, high interest rates, moderation in credit growth and a deceleration in growth of investment also contributed to the reduction in growth of industrial sector.

Improvement in investment climate is a pre-requisite for economic recovery. Several measures are expected to be announced that will boost investment, reduce inflation and fiscal deficit.

There has been a modest improvement in the global financial condition ensuring reduced short term risks; however, the overall financial climate has not picked up the momentum of recovery. From a global outlook, the US experienced a moderate growth, while the Eurozone continued to be in a vulnerable position with high risks of banking system meltdown and unresolved debt crisis issues. The emerging economies such as the BRIC countries did not pace up to last fiscal year''s growth; however, other emerging nations including developing Asia showed promising growth.

Despite the fragile economic environment, the Indian Oil & Gas Sector is poised for growth.

Energy is essential for economic growth and, in the absence of viable alternatives in the foreseeable future, demand for petroleum products is expected to rise. On the demand side, over the past few years, we have observed the progressive shift in oil demand away from OECD (Organization for Economic Co- operation and Development) countries towards non-OECD countries led by Asian countries. For the first time, during the next calendar year, i.e. 2013, it is expected that non-OECD oil demand will overtake OECD demand led by strong demand growth for petroleum products from the Chinese, Middle Eastern and Indian economies.

On the supply side, OECD has been registering steady growth with increase in Canadian and US production. The reduction in Iranian production is largely taken care of by increase in production from Libya, Iraq and Saudi Arabia.

The oil and gas sector in India is a critical component of the country''s economy, accounting for 15 per cent of the country''s gross domestic product (GDP). Economic growth is directly linked with energy demand, and a conservative estimate of 7 per cent growth is expected to double India''s per capita energy consumption from 560 kilograms of oil equivalent (kgoe) in FY10to 1,124 kilograms of oil equivalent (kgoe) by FY32. As oil and gas is one of the main sources to meet the required demand for energy in India, its demand is forecast to rise further.

Whilst the strong demand and import dependency makes it imperative for India to focus on increasing the production, the oil & gas sector will to encounter a challenging environment during the next financial year as well. The present economic environment provides for a far more muted growth rate and profitability in comparison to the heydays that the industry had witnessed a few years back.

6. Board of Directors:

Mr. Avinash Manchanda and Mr. N.C. Sharma are retiring by rotation and being eligible, offer themselves for reappointment.

A brief note on Directors being appointed / re-appointed are furnished in the accompanying notice calling the Annual General Meeting as required under Clause 49(IV) (G) of the Listing Agreement entered into with Bombay Stock Exchange Ltd.

7. Directors'' Responsibility Statement:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that

i) the applicable accounting standards have been followed in the preparation of the annual accounts.

ii) accounting policies have selected and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the Company''s state of affairs at the end of the financial year, 2012-13 and of the loss of the Company for the year under review.

iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Company''s Assets and preventing and detecting fraud and other irregularities.

iv) the Annual Accounts have been prepared on a ''going concern'' basis.

8. Management Discussion and Analysis:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., Management Discussion and Analysis Report are given separately, forming part of this Report.

9. Corporate Governance:

A separate section titled "Corporate Governance" including a certificate from the Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and form part of this report.

10. Report on Corporate Social Responsibility:

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company''s commitment to excellence in Health and Safety is embedded in the Company''s core values. The Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

11. Health Safety and Environment (HSE):

Asian Oilfield Services Limited has put emphasis on HSE as its prime focus in the business. The company''s HSE Management system (HSE-MS) has been reinforced and rolled out with new initiatives. The HSE-MS is used to establish Company-wide safety management objectives, guiding principles and processes.

The company has a stringent policy / motto of "NO ONE GETS HURT" which in turn drives our employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities where we operate. The Company''s commitment to excellence in HSE is embedded in the company''s core values while at the same time ensuring the highest standards of safety and environment protection in our operations.

12. Subsidiary Companies and Consolidated Financial Statements:

The Company has three Wholly Owned Subsidiary Companies under the name of AOSL Petroleum Pte. Limited, Singapore; Asian Offshore Pvt. Ltd., India and Asian Oilfield and Energy Services DMCC, Dubai. There has been no material change in the nature of business of the subsidiary companies. A statement containing brief financial details of the subsidiary companies, are included in the Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Ltd. and Companies Act, 1956, a Consolidated Financial Statement of the Company and its subsidiaries, are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act").

These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2013, is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company for inspection at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiary companies to any member on demand.

13. Dematerialization of Shares:

The Company has been allotted ISIN No. INE276G01015 for its Equity Shares by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members are requested to Dematerialize Shares held by them for their convenience.

14. Audit Committee:

In compliance of Section 292A of the Companies Act, 1956 and Listing Agreement with the Bombay Stock Exchange Ltd., an Audit Committee has been constituted with Mr. Naresh Chandra Sharma, Mr. Rabi Bastia and Mr. Ajit Kapadia, the Independent

Directors and Mr. Gautam Gode, the Promoter Director as its members and it performed inter-alia, various functions as required in terms of the said provisions.

15. Statutory Disclosures:

i) Personnel:

Information under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Registered Office of the Company.

ii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors ) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and out go, is given in the enclosed Annexure - A.

16. Employees Stock Option Scheme: (ESOP)

During the year, no new options have been granted under the ESOP.

17. Auditors, Audit Report and Audited Accounts:

The Auditors M/s. Deloitte Haskins & Sells retire at the conclusion of the ensuing Annual General Meeting, but being eligible, offer themselves for re- appointment.

The Auditors'' Report read with the notes to the accounts referred to therein, are self-explanatory and therefore, do not call for any further comments.

18. Public Deposits:

During the period under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

19. Listing of Securities:

The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE). The annual listing fee for the financial year 2013-14 has been paid to BSE.

20. Insurance:

All the properties of the Company are adequately insured against fire and other risks.

21. Appreciations:

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company.

For and on behalf of the Board,

Naresh Chandra Sharma

Chairman Date: 14 08 2013

Place: Gurgaon

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Mar 31, 2012

The Directors have pleasure in presenting the 19th Annual Report and the audited accounts for the year ended March 31, 2012.

1. Financial Highlights : (Rs. in million)

March 31, 2012 March 31, 2011

Gross Income 458.05 672.00

Gross Profit / (Loss) before Depreciation & Interest (16.75) 99.37

Depreciation 85.15 86.27

Interest and Financial Charges 23.43 9.97

Profit / (Loss) before Tax (125.34) 3.13

Less : Exceptional Item 7.39 69.81 Tax Expense

-Short Provision of Current Tax in earlier years - (0.04)

-Deferred Tax Liability (42.37) 1.57

- Wealth Tax 0.08 0.03 Net Profit / (Loss) for the period from continuing operation (90.44) (68.29)

2. Dividend:

In view of loss, the Board regrets its inability to recommend payment of dividend to the Shareholders.

3. Operations in Retrospect:

During the year under review, revenue from operations dipped by 31.84% to Rs. 458.05 million as against Rs. 672.00 million in the corresponding period of the previous year. The Company's loss before tax stood at Rs.125.34 million as compared to a profit of Rs.3.13 million in the previous year, whereas the Loss after Tax rose to Rs.90.44 million as compared to a loss of Rs.68.23 million registered in the previous year.

4. Operational highlights

During the year under review, the Company secured two new contracts from Jubilant Oil & Gas Private Limited for acquisition and processing of seismic data in their operational blocks in Manipur and from Oil and Natural Gas Corporation Limited for seismic job services for their operational blocks in western onshore. Also, the Company secured a second extension of an existing contract for seismic data acquisition from Jubilant Oil & Gas Private Limited for their operational blocks in Tripura.

In its mineral drilling activity, the Company introduced directional drilling technology for Indian Metals & Ferro Alloys Limited (IMFA) and Hindustan Zinc Limited (HZL) in Mineral Drilling and completed drilling and geophysical logging of ten core holes successfully for Oil and Natural Gas Company Limited (ONGC) in complex sub-surface geological formation, where other contractors failed to complete a single hole under the same contract. The Company was able to operate its rigs efficiently reducing downtime and ensuring better supply chain management. Mineral core drilling experience of the company paved the way for CBM drilling. The company secured a contract from Reliance Industries Limited during the year, despite competition from three experienced competitors. Innovative techniques used for non-coring portion up to depths of 400m resulted in substantial cost saving. The Company completed eight wells in less than six months ahead of deadline, resulting in extension of contract. The Company now qualifies for all future exploratory drilling and geophysical logging tenders released by Government and private companies

5. Future Outlook :

Over the past five years India's economy has continued to grow at a moderate pace despite slowdown in major global economies. The Indian economy grew at a rate of 8.2% in the Eleventh Five Year Plan fuelled by strong domestic demand, increased investment in infrastructure and strong capital inflows. However, in the past year the growth rate has tapered off. In FY 2011-12, the GDP grew at 6.9% as against 8.4% in FY 2010-11.

High oil prices shaved off much of the nation's GDP growth rate. More than half of India's total export earnings went into buying petroleum, particularly, crude imports in 2011-12, thereby seriously impacting the country's overall economy. For the past five years, the petroleum imports have been equivalent to almost 40 per cent of the total exports made by India in the past six years. For the year, 2011-12, the figure is at an astonishing high of 51.2 per cent. The crude oil imports have not increased only because of price increase in the last several years. In quantitative terms also, these imports have shown a rising trend. The quantity of petroleum imports has increased from 82 million tonnes in 2002-03 to 164 million tons in 2010-11. Simultaneously, the average price of crude oil has also been rising over the years barring 2009- 10.

However, with the crude prices falling in the international market, the equation is expected to change in the on-going financial year of 2012-13.

In the long term, the growth story remains intact with India entering a phase of significant demographic divide, rising urbanization, growing consumerism and increasing infrastructure investment. Under the current scenario, the Twelfth Five Year Plan (2012-17) is being developed to support a growth of 8%. Assuming normal monsoons, robust industrial growth and resilient performance of the service sector, GDP in FY 2012-13 is expected to grow about 7%.

The growing demand for oil is expected to fuel investment by oil exploration companies resulting in business opportunities for companies in the seismic data acquisition processing and interpretation space.

6. Board of Directors :

Mr. Sumeet Narang and Mr. Dali E. Ilavia retire by rotation and being eligible, offer themselves for reappointment.

Mr. Rahul Talwar, the President and CEO was appointed as an Additional Director

at the meeting the Board of Directors held on May 21, 2012. He has been appointed as the Whole time Director for a period of 3 years, effective from May 21, 2012, on the terms and conditions as are enumerated in the Agreement, subject to the approval of the Shareholders .

A brief note on Directors being appointed / re-appointed are furnished in the accompanying notice calling the Annual General Meeting as required under Clause 49(IV) (G) of the Listing Agreement entered in to with Bombay Stock Exchange Ltd.

7. Directors' Responsibility Statement :

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that

i) the applicable accounting standards have been followed in the preparation of the annual accounts.

ii) accounting policies have selected and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the Company's state of affairs at the end of the financial year and of the loss of the Company for the year under review.

iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Company's Assets and preventing and detecting fraud and other irregularities.

iv) the Annual Accounts have been prepared on a 'going concern' basis.

8. Management Discussion and Analysis :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is given separately, forming part of this Report.

9. Corporate Governance :

A separate section titled "Corporate Governance" including a certificate from the Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and form part of this report.

10. Report on Corporate Social Responsibility :

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management's commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company's commitment to excellence in Health and Safety is embedded in the Company's core values. The Company has a stringent policy of 'safety for all', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

11. Health Safety and Environment (HSE):

Asian Oilfield Services Limited has put emphasis on HSE as its prime focus in the business. The company's HSE Management system (HSE-MS) has been reinforced and rolled out with new initiatives. The HSE-MS is used to establish Company-wide safety management objectives, guiding principles and processes.

The company has a stringent policy / motto of "NO ONE GETS HURT" which in turn drives our employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities where we operate. The Company's commitment to excellence in HSE is embedded in the company's core values while at the same time ensuring the highest standards of safety and environment protection in our operations.

12. Subsidiary Companies and Consolidated Financial Statements :

The Company has two Wholly Owned Subsidiaries Companies under the names of M/s. AOSL Petroleum Pvt. Ltd, Singapore and M/s. Asian Offshore Pvt. Ltd.(incorporated on October 18, 2011) There has been no material change in the nature of business of the subsidiary companies. A statement containing brief financial details of the subsidiary companies, are included in the Annual Report.

As required under the Listing Agreements with the Bombay Stock Exchange Ltd., a Consolidated Financial Statement of the Company and its subsidiaries, are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211 (3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiary for the financial year ended March 31, 2012, is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company for inspection at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiary companies to any member on demand.

13. Dematerialization of Shares :

The Company has been allotted ISIN No. INE276G01015 for its Equity Shares by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members are requested to Dematerialize Shares held by them for their convenience.

14. Audit Committee :

In compliance of Section 292A of the Companies Act, 1956 an Audit Committee has been constituted with Mr. Naresh Chandra Sharma, Mr. Dali E. Ilavia and Mr. Ajit Kapadia, the Independent Directors and Mr. Gautam Gode, the Promoter Director as its members and it performed inter-alia, various functions as required in terms of the said provisions.

15. Statutory Disclosures :

i) Personnel:

Information under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Registered Office of the Company.

ii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors ) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and out go, is given in the enclosed Annexure - A.

16. Employees Stock Option Scheme (ESOS) :

During the year, no new options have been granted under the ESOS.

17. Auditors, Audit Report and Audited Accounts :

The Auditors M/s. Deloitte Haskins & Sells, retire at the conclusion of The ensuing Annual General Meeting, but being eligible, offer themselves for re- appointment.

The Auditors' Report read with the notes to the accounts referred to therein, are self-explanatory and therefore, do not call for any further comments.

18. Public Deposits :

During the period under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956 .

19. Listing of Securities :

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE). The annual listing fee for the financial year 2012-13 has been paid to BSE.

20. Insurance :

All the properties of the Company are adequately insured against fire and other risks.

21. Appreciations :

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company.

For and on behalf of the Board,

Date : May 30, 2012 Naresh Chandra Sharma

Place : Mumbai Chairman

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Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the 18th Annual Report and the audited accounts for the year ended 31st March, 2011.

1. Financial Highlights : (Rs. In lacs)

31st March 2011 31st March 2010

(12 Months) (9 Months)

Gross Income 6723.87 1942.78

Gross Profit before Depreciation & Interest 993.67 339.00

Depreciation 862.67 356.59

Interest and Financial Charges 99.69 31.56

Profit / (Loss) before Tax 31.31 (49.15)

Less :

Provision for doubtful Inter Corporate Loan 698.07 —

Provision for Tax

- Current Tax — —

- Short Provision of Current Tax in earlier years (0.43) —

- Deferred Tax Liability 15.65 37.19

- Wealth Tax 0.29 0.47

Net Profit / (Loss) after Tax & other adjustments (682.27) (86.81)

2. Dividend :

In view of loss, the Board regrets its inability to recommend payment of dividend to the Shareholders.

3. Operations in Retrospect :

During the year under review, your Company registered Gross revenue of Rs. 6723.87 Lacs during 12 Months, compared with Rs. 1942.78 Lacs in the previous year of 9 months. The Operating Profit has improved to Rs. 31.31 lakhs from loss of Rs. 49.15 lakhs. However there is a net loss of Rs. 682.27 lakhs on account of provisions for doubtful inter corporate loan against loss of Rs. 86.81 Lacs of previous year.

4. Key operational highlights of FY 2010-11 :

i) Completed first 3D Seismic job for a private client in Gujarat successfully. This is an important milestone since it launches AOSL into more sophisticated segment of the Seismic Services market.

ii) Successfully mobilized and executed major portion of a very large 3D Seismic Job Services contract

with 3 concurrent geophysical parties for ONGC in Gujarat comprising of 60000 shot-points over 1000 sq Kms.

iii) Successfully executed two deep directional drilling projects for Orissa and Rajasthan for Indian Metal & Ferro Alloys Corporation as well as Hindustan Zinc Limited, thus establishing AOSL as an important service provider in the frontier deep mineral exploration market in India.

iv) Successfully executed major portion of 2D Seismic acquisition in Tripura and have obtained an extension for 50 sq km.

v) Continued to deliver 2D Seismic acquisition services for OIL India in Mizoram after receiving 2nd successive extension over a 3 year span by the client. Completed 1352 GLK of 2D seismic acquisition in one of the most difficult geographical terrains in the country.

vi) Commissioned and mobilized Crew#5 for major private client in India in a wild-cat exploration area in central India for exploration of hydrocarbon in Deccan traps below the basalt using advanced technology in India namely the high powered Accelerated Weight Drop system, Cable-less nodal Seismic Acquisition System and low Frequency Acquisition, thus enhancing AOSL capabilities and making the Company more competitive in the market.

vii) Put in a strong HSE system in place to take AOSL to the next level in oilfield services.

5. Future Outlook :

Based on the anticipated increase in Seismic contracts pipeline from the E&P companies, AOSL expects to have higher volume of work. Significant measures to improve productivity and reduce costs have been worked out for the next fiscal which coupled with the higher volume of work will boost profitability. The Company also expects higher productivity and profitability from the mineral drilling business as it is now stabilizing. The wireline logging assets are also likely to yield incremental revenue for the Company.

Your Company is also aggressively targeting new verticals within the seismic area and also exploring possibility of entering other non seismic vertical in oilfield services. New geographies for the existing seismic business are also being evaluated.

6. Board of Directors :

The Board at its meeting held on 8th February, 2011, appointed Mr. Naresh Chandra Sharma, Non Executive Independent Director as the Chairman of the Company in terms of Article 137 of Articles of Association of the Company.

Mr. Rameshwarlal B. Kabra and Mr. Anand Prakash Agrawal, ceased to be Directors from 13th September, 2010 consequent upon their withdrawal of consent and candidatures for re- election as Directors at previous Annual General Meeting held on 13th September, 2010.

In terms of Section 256 of the Companies Act, 1956, Mr. Vaibhav Maloo, Mr. Krishna Kant and Mr. Gautam Gode, retire by rotation at the ensuing Annual General Meeting of the Company. However, Mr. Vaibhav Maloo and Mr. Krishna Kant do not offer themselves for re- election. The Board places on record its sincere appreciation for the contributions received from outgoing Directors, during their tenure.

During the year, with a view to broad base the Board

with suitable qualified, competent and well experienced professionals, the Board of Directors have appointed Mr. Naresh Chandra Sharma, Mr. Ajit Kapadia and Mr. Sanjay Bhargava as Additional Directors effective 1st November, 2010, 8th February, 2011 and 7th March, 2011 respectively, who hold Directorships till the conclusion of ensuing Annual General Meeting of the Company, in terms of Articles 114 of the Article of Association and Section 260 of the Companies Act, 1956.

The Company has received notices in writing with requisite deposits from members, under Section 257 of the Companies Act 1956 signifying their intentions to propose Mr. Naresh Chandra Sharma, Mr. Ajit Kapadia and Mr. Sanjay Bhargava for appointment as Directors of the Company. Consent in writing, have also been received from them to act as Directors of the Company, if appointed. Considering their expertise, rich experience, business acumen and proven track record, the Board hopes that their association as Directors would immensely benefit the Company.

Mr. Gautam Gode retires by rotation and being eligible, offers himself for reappointment.

A brief note on Directors being appointed and re- appointed is furnished in the accompanying notice calling the Annual General Meeting as required under Clause 49(IV) (G) of the Listing Agreement entered in to with Bombay Stock Exchange Ltd.

7. Directors' Responsibility Statement :

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that;

i) in the preparation of the annual accounts, the applicable accounting standards have been followed .

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the Company's state of affairs at the end of the financial year and of the loss of the Company for the year under review.

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Company's Assets and preventing and detecting fraud and other irregularities.

iv) they have prepared the Annual Accounts on a 'going concern' basis.

8. Corporate Governance :

A separate section titled "Corporate Governance" including a certificate from the Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and form part of this report.

9. Management Discussion and Analysis :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is given separately, forming part of this Report.

10. Report on Corporate Social Responsibility :

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management's commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company's commitment to excellence in Health and Safety is embedded in the Company's core values. The Company has a stringent policy of 'safety for all', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

11. Health Safety and Environment (HSE) :

The Company has put emphasis on HSE as its prime focus in the business. In Q1 2011, a Corporate Head HSE Manager Mr. Sunil Gerald Barretto has been appointed, with HSE representatives allocated at sites we operate. The Company's HSE Management system (HSE-MS) has been further reinforced and rolled out with new initiatives. The HSE-MS is used to establish Company- wide safety management objectives, guiding principles and processes.

The Company has a stringent policy / motto of "NO ONE GETS HURT" which in turn drives our employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities where we operate. The Company's commitment to excellence in HSE is embedded in the Company's core values while at the same time ensuring the highest standards of safety and environment protection in our operations.

12. Subsidiary Company and Consolidated Financial Statements :

The Company has one Wholly Owned Subsidiary Company under the name of M/s AOSL Petroleum Pte. Limited, Singapore. There has been no material change in the nature of business of the subsidiary. A statement containing brief financial details of the subsidiary, is included in the Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Ltd., a Consolidated Financial Statement of the Company and its subsidiary, is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated 8th February, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiary for the financial year ended 31st March, 2011, is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company for inspection at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiary to any member on demand.

13. Dematerialization of Shares :

The Company has been allotted ISIN No. INE276G01015 for its Equity Shares by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members are requested to Dematerialize Shares held by them for their convenience.

14. Audit Committee :

In compliance of Section 292A of the Companies Act, 1956 and clause 49(II) of Listing Agreement, an Audit Committee consisting of Mr. Naresh Chandra Sharma, Mr. Dali E. Ilavia and Mr. Ajit Kapadia, the Independent Directors and Mr. Gautam Gode, the Promoter Director as its members and it performed inter-alia, various functions as required in terms of the said provisions.

15. Statutory Disclosures :

i) Personnel :

Information under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Annual Report with the Accounts, is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information, may write to the Company Secretary at the Registered Office of the Company.

ii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors ) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and out go, is given in the enclosed Annexure - A.

iii) Employees Stock Option Scheme :

During the year, the ESOS Compensation Committee, constituted by the Board, has granted 5,77,683 Stock Options to the eligible employees of the Company, under the "Employee Stock Option Scheme-2010" (ESOP-2010). Each option is convertible into one Equity Share of the Company upon vesting. These options will vest over a period of four years from the date of grant and shall be exercisable within a period of 2 years from the date of the vesting.

The details of the Options granted up to 5,77,683 and other disclosures as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure – B to this Report. The certificate from the Company's Auditors, M/s. Deloitte Haskins & Sells , to the effect that the ESOP 2010 has been implemented in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolution passed by the members, will be placed at the ensuing Annual General Meeting.

16. Auditors, Audit Report and Audited Accounts :

The Auditors M/s. Deloitte Haskins & Sells , retire at the conclusion of the ensuing Annual General Meeting, but being eligible, offer themselves for re-appointment.

The Auditors' Report read with the notes to the accounts referred to therein, are self-explanatory and therefore, do not call for any further comments.

17. Public Deposits :

During the period under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956 .

18. Insurance :

All the properties of the Company are adequately insured against fire and other risks.

19. Appreciations :

The Board places on record its deep appreciation for the continued support received from various clients, vendors, suppliers and technical partners, Bankers , Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company.

For and on behalf of the Board,

Date : 26th May, 2011 Naresh Chandra Sharma

Place : Vadodara Chairman

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Mar 31, 2010

The Directors have great pleasure in presenting Companys 17th Annual Report. The Companys financial results for the year ended 31st March, 2010 are as follows :

FINANCIAL HIGHLIGHTS : (Rs. In lacs)

31st March 2010 30th June 2009

(9 Months) (12 Months)

Gross Income 1942.78 6418.79

Gross Profit before Depreciation & Interest 339.00 1265.58

Depreciation 356.59 390.44

Interest and Financial Charges 31.56 63.52

Profit / (Loss) before Tax (49.15) 811.62

Less : Provision for Tax

Current Tax - 162.00

Excess Provision of Current Tax in earlier years (45.91) (97.39)

Deferred Tax Liability 83.09 209.93

Fringe Benefit Tax - 7.01 Wealth Tax 0.47 -

Net Profit / (Loss) after Tax & other adjustments (86.81) 530.07

Dividend :

In view of Loss, the Board regrets its inability to recommend payment of dividend to the Shareholders.

Operations in Retrospect :

During the period under review, your Company registered Gross revenue of Rs.1942.78 Lacs during 9 Months, compared with Rs. 6418.79 Lacs in the previous year of 12 months, and suffered a Net loss of Rs. 86.81 Lacs against profit of Rs. 530.07 Lacs of previous year.

Key operational highlights of FY 2009-10 :

a) Key Augmentation in Management: Company has recently added significant resources at senior management level to best capitalize the growing exploration opportunities in India. We have added Mr. Neeraj Sethi, B. Tech. IIT Mumbai, Ex-country Manager Baker Hughes as Chief Operating Officer (COO) and Mr. Ajit Singh, M. Sc. BHU, Ex-Mitchell Drilling as AVP for core drilling division.

b) Launch of 3D Seismic Services: AOSL being committed increase its shareholders value in long run, has expanded its services to include 3D Seismic Services. New management since joining has won first ever 3D Seismic contract with a leading private company.

c) Commencement of new Business relating to drilling services for Mining Sector: In order to seize growing opportunities for mineral/mining businesses, the Company has during the period under review set up a new Division to provide core drilling services. Company has already won two significant contracts in core drilling and has already started execution in one of them. In view of prevailing business climate, the Board is hopeful to generate decent returns in the coming future. Also company would like to use this platform of core drilling to enter into drilling business in Oil & Gas industry going forward.

After a challenging financial year in presence of global economic turmoil and highly volatile oil prices, company is expected to be back on its growth trajectory next financial year. The current order book of the company is INR 80 Crore. Board members have taken major steps to diversify into new service offerings and commence new division. We arepleased to inform all our shareholders that AOSL will continue to add several new service offerings in next financial year. Also we would like to thank all our shareholders for continuing to show belief in companys capabilities and future prospects.

Directorate :

During the year under review, Mr. Satya Pal Talwar resigned as Chairman and Director of the Company effective from 16-12-2009 whereas Mr. Vikram Walia, ceased to be Director effective from 18-12-2009 on non offering his candidature for reelection at last Annual General Meeting. The Board places on record its sincere appreciation for the contributions made by each of them during their tenure as Directors of the Company.

Mr. Rameshwarlal B. Kabra and Mr. Anand Prakash Agrawal retire by rotation and being eligible, offer themselves for reappointment.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the accompanying notice calling the Annual General Meeting.

Directors Responsibility Statement :

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that ;

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the Companys state of affairs at the end of the financial year and of the loss of the Company for the year under review.

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Companys Assets and preventing and detecting fraud and other irregularities.

iv) they have prepared the Annual Accounts on a ‘going concern basis.

Corporate Governance :

A separate section titled “Corporate Governance” including a certificate from the Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the report on Management Discussion Analysis Report are annexed hereto and form part of this report.

Management Discussion and Analysis :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Management Discussion and Analysis Report is given separately, forming part of this Report.

Subsidiary Company :

In respect of AOSL Petroleum Pte. Limited, Singapore, the Wholly Owned Subsidiary Company , Audited Account together with the Reports of Directors and Auditors of the Subsidiary Company, alongwith the statement are annexed to this report pursuant to Section 212 of the Companies Act, 1956.

Consolidated Financial Statements :

In terms of listing requirement and in accordance with Accounting Standard AS-21, audited consolidated financial statements are provided in the Annual Report.

Change in Capital Structure and Listing of Shares :

During the period under review, 40,50,000 Equity Shares of Rs.10/- each were issued and allotted to M/s. Samara Capital Partners Fund I Ltd. on a premium of Rs.51.20 per share on preferential basis, in terms of SEBI (ICDR) Regulations, 2009 which are already listed at the Bombay Stock Exchange Ltd.

Dematerialization of Shares :

The Company has been allotted ISIN No. INE276G01015 for its Equity Shares by National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL). Members are requested to Dematerialize Shares held by them for their convenience.

Audit Committee :

In compliance of Section 292A of the Companies Act, 1956 an Audit Committee has been constituted with Mr. Rameshwarlal B. Kabra, Mr. Anand Prakash Agrawal, Mr.Dali E. Ilavia, the Independent Directors and Mr. Gautam Gode, the Promoter Director as its members. It performed inter-alia, various functions as required in terms of the said provisions.

Statutory Disclosures :

Personnel :

Information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies ( Disclosures of Particulars in the Report of the Board of Directors ) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and out go, is given in the enclosed Annexure.

Auditors, Audit Report and Audited Accounts :

The Auditors M/s. Deloitte Haskins & Sells , retire at the conclusion of the ensuing Annual General Meeting, but being eligible, offer themselves for re-appointment.

The Auditors Report read with the notes to the accounts referred to therein, are self-explanatory and therefore, do not call for any further comments.

Public Deposits :

During the period under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956 .

Insurance :

All the properties of the Company are adequately insured against fire and other risks.

Appreciations :

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers , Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company.

For and on behalf of the Board, Date : 29th May, 2010 Avinash Manchanda

Place : Vadodara Managing Director