Corporate Insolvency Resolution Process Context

The Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, initiated Corporate Insolvency Resolution Process (CIRP) vide order dated 1st September 2025 (Insolvency Commencement Order) based on an application filed by Punjab National Bank under Section 7 of the Insolvency and Bankruptcy Code, 2016.

Mr. Shailesh Desai (IBBI Registration No. IBBI/IPA-001/IP-P00183/2017-18/10362) was appointed as Interim Resolution Professional (IRP) vide NCLT order dated 10th October 2025 to manage the company's affairs. At the first meeting of the Committee of Creditors, Mr. Shailesh Desai was confirmed as Resolution Professional (RP).

Pursuant to the Insolvency Commencement Order, the powers of the Board of Directors were suspended and are to be exercised by the Resolution Professional under Section 17 of the Code.

AGM Details

Meeting: 39th Annual General Meeting

Date: Monday, 16th November 2026

Time: 10:15 A.M. IST

Mode: Video Conferencing (VC) or Other Audio Visual Means (OAVM)

Deemed Venue: Registered Office of the Company - 'Janpriya Crest', 113, Pantheon Road, Egmore, Chennai 600 008

Agenda Items

Ordinary Business

1. To receive, consider and adopt the Audited Stand-alone and Consolidated Financial Statements for the financial year ended 31st March 2025 together with report of Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. C.P. Gopalkrishnan (DIN: 00379618) who retires by rotation and being eligible offers himself for reappointment.

Special Business

3. Special Resolution: To consider and approve the continuation of Mr. P. Venkateswaran (DIN: 00379595) as Non-Executive Non-Independent Director beyond the age of 75 years.

  • Resolution seeks approval under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Mr. Venkateswaran was re-appointed as Director at the AGM held on 12th September 2024
  • He will attain age 75 during his current tenure

4. Ordinary Resolution: To consider and appoint the Secretarial auditor for a period of five consecutive years

  • Proposed appointment of M/s. G. Ramachandran & Associates, Company Secretaries, Chennai
  • Term: Financial years 2025-26 to 2029-30
  • Remuneration to be agreed between auditor and Board/Committee
  • Audit Committee has recommended this appointment

Subsequent Meeting Note

The 40th AGM will be held at 11:30 A.M. (IST) or after conclusion of the 39th AGM, either immediately or after an interval of 30 minutes through VC/OAVM.

Meeting Logistics & Voting Procedures

Virtual Meeting Arrangements

  • Conducted pursuant to MCA General Circular No. 09/2024 and SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133
  • Members can join 15 minutes before and after scheduled commencement time
  • Facility available for 1,000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
  • Attendance through VC/OAVM counts for quorum under Section 103 of Companies Act, 2013
  • Proxy appointment facility not available (per MCA Circular No. 14/2020)

E-Voting Details

  • Remote e-Voting Period: November 13, 2026 (9:00 AM IST) to November 15, 2026 (5:00 PM IST)
  • Cut-off Date: November 9, 2026
  • Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. G. Ramachandran (FCS 9687) of M/s. G. Ramachandran & Associates LLP
  • Members who vote remotely cannot vote again at AGM
  • Members present at AGM who haven't voted remotely can vote during meeting

Document Availability

  • Notice uploaded on company website: www.abanoffshore.com
  • Available on stock exchange websites: BSE Limited (www.bseindia.com) and NSE India Limited (www.nseindia.com)
  • Available on NSDL e-voting website: www.evoting.nsdl.com
  • Annual Report for 2024-25 was sent to members on 20th August 2025
  • Notice sent only through electronic mode to members with registered email addresses

Member Queries

  • Members can seek information by writing to secretarial@aban.com on or before November 6, 2026
  • Members needing speaker registration for AGM must email abanoffshoreagm.speakers@aban.com between November 8-10, 2026

Explanatory Statements

Item No. 3 (Director Continuation)

The Board recommends the resolution for member approval. None of the Directors or Key Managerial Personnel or their relatives except Mr. P. Venkateswaran are interested in this business item.

Item No. 4 (Secretarial Auditor Appointment)

M/s. G. Ramachandran & Associates have provided consent and confirmed compliance with Companies Act, 2013 and SEBI (LODR) Regulations. The Board recommends the resolution for member approval. None of the Directors or Key Managerial Personnel or their relatives are interested in this business item.