Corrigendum Details

The Company identified inadvertent errors/omissions in the original Annual Report submission arising from formatting and compilation issues. The corrigendum incorporates the following specific corrections:

  • Page numbering and Index: All pages renumbered due to formatting changes
  • Board's Report: Typographical omission on Page 57 under "Auditors' Report" rectified; Maternity Benefit and Prevention of Sexual Harassment disclosures added on page 64
  • Statutory Auditor's Report: UDIN incorporated on page 102
  • Financial Statements: Note No. 3 incorporated on page 112
  • Signature/Authentication: Signature portion after Balance Sheet and Cash Flow Statement added on pages 106 and 108 respectively
  • Other disclosures: Additional disclosures included on pages 134 & 135

The Company confirmed these corrections are limited to formatting, compilation, omissions, and presentation matters and do not affect financial figures or the substance of the Annual Report.

Corporate Changes and Control Update

Change in Control

  • Share Purchase Agreement executed on June 11, 2026 between erstwhile promoters (George Albert Donald Duke, Avik George Duke, Komal Duke) and Aspect Global Ventures Private Limited
  • Aspect Global Ventures acquired 69,59,800 equity shares (70.61% of paid-up capital) at ₹30 per share
  • Transaction consummated on July 21, 2026, resulting in change of control
  • Open offer triggered under SEBI (SAST) Regulations for up to 25,62,872 shares (26% of voting capital) at ₹30 per share
  • Saffron Capital Advisors Private Limited acted as Manager to the Offer
  • Open offer tendering period: August 06-19, 2026

Board Reconstitution (Effective July 27, 2026)

Resignations:

  • Mr. Avik George Duke (Managing Director, DIN:02613056)
  • Mr. Vipul Patel (Executive Director, DIN:08041219)
  • Mr. Pranay Mehta (Non-Executive Independent Director, DIN:00061289)
  • Mr. Ameet Avinash Kimbahune (Non-Executive Independent Director, DIN:02085035)
  • Ms. Revati Ganesh Pambala (Non-Executive Independent Woman Director, DIN:09455646)
  • Mr. Venkatesham Gangadhar Busa (CFO) - Resigned as CFO but designation not specified for directorship

New Appointments:

  • Mr. Ashutosh Janak Kumar Thakar (Additional Director - Executive, DIN:10251729) - Proposed as Whole-Time Director
  • Mrs. Aksha Mohit Kamboj (Additional Director - Non-Executive, DIN:03347200)
  • Mr. Sukumar Anand Shetty (Additional Director - Non-Executive, DIN:03540525)
  • Mr. Vaibhav Agarwal (Additional Director - Non-Executive Independent, DIN:11267514)
  • Mr. Rajesh Chunilal Bhojani (Additional Director - Non-Executive Independent, DIN:01804482)
  • Mr. Arjun Bikas Dutta (Additional Director - Non-Executive Independent, DIN:11845860)

Financial Highlights (FY 2025-26)

| Particulars | FY 2025-26 (₹ Lakhs) | FY 2024-25 (₹ Lakhs) |

| Total Income | 155.48 | 73.67 |

| Profit Before Depreciation and Tax | (13.48) | (173.26) |

| Depreciation and Amortization | 51.34 | 46.51 |

| Profit Before Tax | (64.82) | (219.77) |

| Profit After Tax | (64.82) | (219.77) |

| Earnings Per Share (EPS) | (0.66) | (2.23) |

Business Operations and Future Strategy

The Company is presently engaged in near-shore marine services in India, primarily providing vessel deployment services for crew transfers and marine survey operations.

Following the change in promoters and management, the Company proposes to diversify into:

1. Mining, minerals, precious stones, metals, steel, engineering

2. Power and energy (conventional and renewable)

3. Artificial intelligence, data centers, computing, digital infrastructure

4. Offshore, deep-sea, marine, seabed and subsea resources

The proposed diversification requires alteration of the Main Objects clause of the Memorandum of Association, which is one of the agenda items for the AGM.

40th Annual General Meeting Details

Date: Wednesday, September 30, 2026

Time: 11:30 AM IST

Mode: Video Conferencing/Other Audio Visual Means

Record Date: September 23, 2026

Book Closure: September 24-30, 2026

Agenda Items:

Ordinary Business:

1. Adoption of audited financial statements for FY ended March 31, 2026

Special Business:

2. Regularization of Mr. Ashutosh Janak Kumar Thakar as Director and Whole-Time Director (without remuneration initially)

3. Regularization of Mrs. Aksha Mohit Kamboj as Director

4. Regularization of Mr. Sukumar Anand Shetty as Director

5. Regularization of Mr. Rajesh Chunilal Bhojani as Non-Executive Independent Director

6. Regularization of Mr. Vaibhav Agarwal as Non-Executive Independent Director

7. Regularization of Mr. Arjun Bikas Dutta as Non-Executive Independent Director

8. Change in Object Clause of Memorandum of Association

9. Approval for sale of fixed assets (marine vessels, speed boats) up to ₹100 crores

10. Increase in Authorized Share Capital from ₹30 crores to ₹100 crores

11. Approval of material related party transactions for FY 2026-27:

  • Loan/Borrowing from Aspect Global Ventures: Up to ₹100 crores
  • Lease with Aspect Infrastructure: Up to ₹10 crores

12. Approval under Section 186 for loans/guarantees/investments up to ₹500 crores

Key Managerial Personnel Remuneration (FY 2025-26)

| Name | Designation | Remuneration (₹) |

| Mr. Avik George Duke | Managing Director | 63,28,339 |

| Mr. Venkatesham Gangadhar Busa | CFO | 5,28,300 |

| Mr. George D. Duke | Promoter | Professional Fees: 13,55,000 (FY 2024-25) |

Foreign Exchange Transactions (FY 2025-26)

Earnings: ₹0 (Previous year: ₹0)

Outgo: ₹4,88,118.16 (Previous year: ₹22,63,869.81)

Corporate Governance

  • Board held 5 meetings during FY 2025-26
  • Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee
  • No pending investor complaints as of March 31, 2026
  • Company has adopted whistle-blower policy and vigil mechanism

Auditors

  • Statutory Auditors: Kirtane & Pandit LLP (appointed for 5 years until 44th AGM)
  • Secretarial Auditors: R S Rajpurohit & Co.
  • Internal Auditors: Not specified

Secretarial Audit Observations

1. Non-maintenance of Structured Digital Database for insider trading regulations

2. Independent Directors' registration with data bank not verified

3. Company website not fully compliant with disclosure requirements

Shareholding Pattern (as of March 31, 2026)

  • Promoter Holding: 70.61% (George Albert Duke: 51.25%, Komal Duke: 13.64%, Avik Duke: 5.71%)
  • Public Holding: 29.39%
  • Dematerialized Shares: 95.53%
  • Top 10 shareholders hold 75.80% of shares

Registrars and Share Transfer Agents

Purva Sharegistry (India) Pvt Ltd, Mumbai

Compliance Status

The Company confirms compliance with all applicable laws and regulations except for the observations noted in the Secretarial Audit Report.