Directors Report of Great Eastern Shipping Company Ltd.

Mar 31, 2025

Your Directors are pleased to present the 77^th Annual Report on the business operations and the Financial Statements of your Company for the financial
year ended March 31, 2025.

FINANCIAL PERFORMANCE

The financial results of yourCompany(standalone)forthe financial yearended March 31, 2025 are presented below:

f? in nrnrppl

	2024-25	2023-24
Total Revenue	4713.29	4723.59
Total Expenses	2450.88	2327.00
Profit before tax	2262.41	2396.59
Less : Tax Expenses	96.16	80.25
Profit fortheyear	2166.25	2316.34
Retained Earnings
Balance at the beginning of the year	5516.77	4094.70
Add:
- Profit forthe year	2166.25	2316.34
- Other Comprehensive Income	3.79	-
Less:
- Other Comprehensive Loss	-	1.73
- Transfer to Tonnage Tax Reserve	300.00	400.00
- Dividend paid during the year	501.11	492.54
Balance at the end of the year	6885.70	5516.77

The net worth of the Company as on March 31, 2025 was? 11992.80 crores as compared to ? 10346.41 crores for the previous year.

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian
Accounting Standards)Rules, 2015.

DIVIDEND

During the year, your Directors declared and paid three interim dividends aggregating to ? 24.30 per equity share of ''10/- each. Subsequent to the end
of the year, your Directors declared fourth interim dividend of ?5.40 per equity share. The aggregate outflow on account of the equity dividend for the
yearwill be? 424.01 crores.

Your Directors have not recommended anyfinal dividend forthe yearunder review.

MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY PERFORMANCE

In Financial Year 2024 - 25 (FY 25), your Company recorded a total income of ? 4713.29 crores (Previous Year? 4723.59 crores) and earned a PBIDT of
? 3026.20 crores(Previous Year''3049.49 crores).

MARKET ANALYSIS

CRUDE TANKER MARKET

Crude tanker earnings started Q1 FY25 on a strong footing but softened for the rest of FY25 before rebounding again in March 2025.

At the start of Cal 2025, global oil refineries were enjoying attractive refining margins, continuing the trend seen since the pandemic. As the new
Middle Eastern refineries ramped up in the early part of Cal 2025, margins cooled off significantly over H2 Cal 2025. Low margins typically discourage
refineries from increasing output, and this was particularly true in China. Refiners, struggling with weak margins, reduced refinery outputs, and a
similar trend occurred in Europe.

On the demand side, China - which has been the biggest driver of oil demand growth in the recent past - witnessed steep slowdown in demand growth
as high EV penetration in passenger vehicle fleet and increased adoption of LNG trucks hurt oil demand. Weak global economic activity and higher
interest rate environment also created a tough demand environment for oil.

Consequently, globalcrudeoildemand was Oat year-over-year(y/y)in FY25. The Middle East crude oildemand growth of 4% y/y was offset byaslump
inChinese demand decline of 4% y/y. Weaker refining margins also led to declineincrude oil demand for EU by 2% y/y.

While 0PEC crude barrels were curtailed due to the voluntary cuts placed, United States, Canada, and Guyana ensured that the market remained
supplied. Global crude oil production was Oat y/y in FY25.

Combination of decline in demand from consumption centres (Asia and EU) and domestic demand growth in exporting regions (Middle East, Nigeria,
United States), adversely affected the crude oil trade in FY25. Chinese seaborne crude oil imports contracted by 5% y/y.

Overall, global seaborne crude oil trade declined by 2% y/y in FY25. However, tanker markets were aided by the conflict in Red Sea as a greater number
of vessels took the longer route via the Cape of Good Hope for East-West/West-East trade. On the supply side, the global crude tankerfleet was flat
y/y in nominal terms during the year.

The table below captures spot market earnings forthe Suezmax and Aframaxtanker segments overthe financial yearfin $/day).

	FY25	FY24	YOY change
Suezmax	42,011	49,403	-15%
Aframax	37,337	50,664	-26%
Crude Tanker Spot Earnings ($/day) -Avg. Suezmax Earnings 55.000 50.000 45.000 40.000 35.000 30.000 25.000 20.000 Apr-2024 May-2024 Jun-2024 Jul-2024 Aug-2024 Sep-2024	- Avg. Aframax Earnings Oct-2024 Nov-2024 Dec-2024	Jan-2025 Feb-2025 Mar-2025
Source: Clarksons; Non-Eco/Non-Scrubber earnings

PRODUCT TANKER MARKET

Product tankers started 01 FY25 with robust earnings, mainly fuelled by the Red Sea crisis. The longer West-East and East-West voyages around the
Cape of Good Hope keptthe product fleet stretched.

However, high cost of shipping Clean Petroleum Products (CPP) led to traders cleaning up VLCC/Suezmax tankers and using them to carry CPP
from East to Europe. This was a historic shift, as VLCC/Suezmax tankers have very rarely been used to carry CPP on a regular basis. This move took
significant market share awayfrom LRs and MRs, resulting inadropinCPPearningsforthe rest of FY25.

The boost in CPP exports from Middle East due to new refineries was offset by a decline in Asian exports. Product tanker markets in the West fared
relatively well as North American exports jumped 4% y/y due to lower refinery maintenance in United States and sustained exports to EU. Additionally,
EU demand tapered off towards theend of FY25, thereby keeping thelidon keywinter demand.

Seaborne product trade volumes declined by 1% y/y in FY25 while the product tankerfleet supplygrew by 2%y/yinnominalterms.

The table below captures the market spot earnings of LR1 andMR product tankers overthe financial year(in$/day).

		FY25	FY24	YoY change
MR - Avg. Earnings		21,689	27,818	-22%
LR1 Middle East Gulf (MEG)-Asia Earnings		23,585	31,090	-24%
Product Tanker Spot Earnings ($/day) - 50.000 40.000 30.000 20.000	— LR1 MEG-Asia Earnings -	Avg. MR Earnings
10,000 Apr-2024 May-2024 Jun-2024 Jul-2024	Aug-2024 Sep-2024 Oct-2024	Nov-2024 Dec-2024	Jan-2025 Feb-2025	Mar-2025

Source: Clarksons; Non-Eco/Non-Scrubber earnings

ASSET VALUES

Crude and product tanker asset prices softened during FY25. Values have dropped between 15% and 30% in FY25 depending uponthe age profile and
the type of the vessel.

OUTLOOK

Global oil demand remains uncertain amid renewed U.S. tariffs impacting trade, with key agencies sharply downgrading forecasts for H2
calendar 2025. The growing popularity of electricvehicles globally will also continue to weaken oil demand growth.

However, higher non-OPEC oil supply growth and the gradual unwinding of 0PEC cuts are expected to support crude oil seaborne trade volumes.
Low oil prices driven by demand concerns and supply surplus could encourage strategic stockpiling by China but simultaneously hurt high-cost
producers like U.S. shale.

On the geopolitical front, tightening sanctions on Russian oil shipments has boosted demand for crude tankers, particularly for unsanctioned vessels
serving India and China. Additional sanctions on Iran may further drive unsanctioned oil flows as other OPEC nations may increase production to fill
the void created by drop in Iranian exports. The potential resolution of the Russia-Ukraine war and the Gaza conflict remains a key overhang on tanker
markets.

Meanwhile, the tanker orderbook has been steadily rising, with the crude tanker orderbook at-11% and product tankers at 21%. Consequently, deliveries
are expected to ramp up in FY26. However, an ageing fleet coupled with stricter environmental regulations may result in accelerated scrapping,
potentiallytightening fleet availability even asvessel deliveries rise.

LPG CARRIER MARKET

The VLGC markets experienced a significant drop in earnings during FY25, as increased water levels at the Panama Canal facilitated a rise in daily
transits from the U.S. to the Far East, adversely affecting ton-miles. Moreover, the nominal fleet supplyincreased by approximately 8% y/yin FY25.

On the export front, the United States recorded 6% y/y growth, propelled by increasing domestic production and subdued local consumption. However,
U.S. exports are now very close to the export terminal capacity; high terminal utilisation and weather-related disruptions during the year led to a spike
in terminal fees. Consequently, terminals captured the larger share of the wide U.S.-Asia LPG arbitrage, and freight rates did not benefit. The other
major LPG exporter, Middle East, exhibited a slower growth rate of 2% y/yin FY25 as OPEC countries continued theirproduction cuts.

In FY25, demand stayed supported by new Propane Dehydrogenation (PDH) capacity coming online in China and robust residential/commercial demand
in India, whileimportsinto Northeast Asia remained flat during the period.

The table below captures the market spot earnings of VLGC over the financial yearlin $/day).

	FY25	FY24	YOY change
VLGC - Avg. Earnings	36,229	82,992	-56%
VLGC Spot Earnings ($/day) - Avg. VLGC Earnings 80,000 60,000 40,000
20,000
Apr-2024 May-2024 Jun-2024 Jul-2024 Aug-2024 Sep-2024 Oct-2024	Nov-2024 Dec-2024	Jan-2025 Feb-2025	Mar-2025

Source: Clarksons; Eco/Non-Scrubber earnings

ASSET VALUES

Despite weakerVLGC earnings, asset values remained resilient, holding at very high levels.

OUTLOOK

LPG trade may be affected by the ongoing trade conflict between the United States and China. China imports approximately 18 million tons of LPG from
U.S. which comes under recently announced tariffs. Unless the trade war is resolved, LPG trade is likely to see massive shifts as LPG exports from
U.S. are directed awayfrom China towards other Asian countries and Europe, while China imports more LPG from alternate sources. Furthermore, the
demand for petrochemicals is expected to decline due to the trade tensions, which can also adversely affect the demand for LPG, a key feedstock for
petrochemical production.

On the positive side, new export terminal capacities are expected to come online in U.S. during FY26, releasing some of the infrastructure bottlenecks.
VLGC fleet growth is likely to remain under check during FY26. However, the massive delivery schedule for FY27 and FY28 may exert pressure on freight
rates if demand does not increase correspondingly.

DRY BULK CARRIER MARKETS

On a full year basis, average dry bulk freight earnings in FY25 were similar to FY24 averages across segments. The dry bulk freight market exhibited
contrasting performance in FY25, with the first half showing robust y/y growth in earnings, whereas the second half experienced a notable decline in
rates. This downturn was primarily attributed to a deceleration in trade growth during the latter part of the year.

The demand for dry bulkcommodities began FY25 on a strong note; China''s iron ore imports stayed robust, andinventories continued to rise. Despite
a decline in coal demand in China during 01 FY25, attributed to a rise in hydroelectric power generation, imports into Southeast Asia and India held
steadydueto unusuallywarm summertemperatures.

During H2 FY25, the iron ore market experienced challenges as China''s import demand dropped due to elevated inventory levels and a reduction in
steel production. Nevertheless, unprecedented steel exports from China provided some assistance to local steel manufacturing. Additionally, weather
disruptions in Australia and Brazil further disruptediron ore tradeinQA FY25.

In H2 FY25, coal imports to India and China experienced a y/y decrease due to robust domestic production growth and high coal inventory levels. An
increaseinelectricity generation from non-coal sources further reduced the demand for coal inthe power sector.

Grain trade remained firm during HI F25 driven by China''s appetite for soybeans but started facing headwinds as Chinese imports demand for corn and
wheat weakened. Grain exports fromBlack Sea and European regionalso collapsed due to adverse weatherconditions affecting production.

Bauxite emerged as a notable commodity, experiencing a growth of 21% in FY25. The heightened demand from China, driven by significant expansions
in alumina production capacity, continued to bolster the Capesize market throughout the year, with Guinea serving as the primary supplier. Robust
tradeinsteel, fertilizers, and agricultural products contributed positivelytothe overall minorbulkstrade during the year.

The nominal fleet supply increased by approximately 2.9% y/y in FY25. The Red Sea disruption kept supporting the market as vessels continued to
transit throughthe Cape of Good Hope, effectively reducing the impact of fleet growth.

The table below shows the market spot earnings of the various categories of drybulkships overthe financial yearfin $/day):

		FY 25 FY 24	YoY Change
Capesize		19,586 20,621	-5%
Kamsarmax		12,578 14,041	-10%
Supramax		12,378 12,072	3%
Dry Bulk Spot Earnings - $/day - 30.000 25.000 20.000 15.000 10.000 5,000	— Capesize BCI 5 T/C	- Kamsarmax BPI 5 T/C - Supramax BSI 10 T/C
0
Apr-2024 May-2024 Jun-2024	Jul-2024 Aug-2024	Sep-2024 Oct-2024 Nov-2024 Dec-2024 Jan-2025 Feb-2025	Mar-2025

Source: Baltic Exchange

ASSET VALUES

While Capesize values have remained stable, values for sub-Capesize vessels have dropped by approximately 10% to 20% in FY25, depending upon the
age profile and type of vessels.

OUTLOOK

Overall dry bulk trade growth prospects remain uncertain due to heightened uncertainties surrounding tariff escalations and potential negotiations.
Increased stimulus measures fromChina aimed at bolstering theireconomy could positivelyinfluence market support.

Bauxite exports from Guinea are expected to continue providing support to the Capesize market. On the other hand, China''s demand for iron ore may
face challenges; steel production could be adversely affected if the trade war remains unresolved. With importers increasingly imposing anti-dumping
duties on Chinese steel, China''s steel exports may also encounter headwinds in the coming year. On the positive side, global iron ore inventories have
been declining, and any replenishment could positively impact trade.

Coal trade may experience continued pressure if the trend of rising coal production in China and India persists in FY26, with elevated domestic coal
inventory levels in these nations posing a concern forthetrade. However, growth in electricity generation is highly contingent on weatherconditions.
Grain imports into China may see improvement due to increased soybean output from Brazil, although stronger domestic production in China is likely
to limit demand for corn and wheat.

The bulk carrier orderbook currently represents 10% of the fleet, with the fleet expected to grow at approximately 3% in CY2025, similar to fleet growth
in CY2024. However, the potential reversal of disruptions in the Red Sea remains a persistent risk, as it could reduce ton-miles and effectively lead to
a loosening of the demand-supply balance.

FLEET SIZE AND CHANGES DURING THE YEAR

As on March 31, 2025, yourCompany''s fleet stood at 38 vessels, comprising 26 tankers (5 crude carriers, 17 product carriers, 4 LPG carriersland 12 dry
bulkcarriers (2 Capesize, 8 Kamsarmax, 2 Supramaxlwith an average age of 14.29 years aggregating 3.04 Mn dwt.

During the financial year, yourCompany:

• took delivery of three Medium Range product tankers ''Jag Priya'', ''Jag Prachi''and ''Jag Priyanka''.

• sold and delivered to the buyers four Medium Range product tankers ''Jag Pahel'', ''Jag Pranam'', ''Jag Pranav'' and ''Jag Padma''; two Supramax dry
bulkcarriers ''Jag Rani'' and ''Jag Rishi''; and a Suezmax crude tanker''Jag Lalit''.

A detailed Asset Profile section forms part of this Annual Report.

KEY FINANCIAL RATIOS

Conventional return ratios are not appropriate to assess the performance or condition of yourCompanyforthe following reasons:

1. A very significant part of the return in shipping comes from the appreciation in the value of the asset itself. This does not enter the Profit and Loss
account except at the time of sale.

2. In recent years, due to the change in accounting standards, the Company''s profits have been affected very significantly by the movement in
exchange rates. When the foreign currency debt is high than the foreign currency cash, this has the effect of increasing the Company''s profits
when the rupee appreciates against the US Dollar, and of reducing its profits when the rupee depreciates against the US Dollar. In reality, the
depreciation of the rupee against the US Dollarimproves the profitability of the Company.

Considering the cyclical and highly volatile nature of the shipping industry, the ability to survive weak markets, and if possible, even take advantage of
them.is critical to success. The Companytherefore believesthat following arethe keyfinancial ratios applicable to its business:

1. Gross and Net Debt: Equity Ratio - This shows the extent of leverage taken by the business, both at a gross level and net of the cash and cash
equivalents held. Net debt: equity is a standard ratio usedin assessing a shipping company''s creditworthiness.

There has been a significant improvement in these ratios over the course of FY 25, as a result of cash accrual, repayment of debt, and increase in
net worth during the year.

	FY 25	FY 24
Gross	0.12	0.22
Net	-0.42	-0.32

2. Cash Debt Service Coverage Ratio - This represents the Company''s ability to meet its debt servicing obligations. It is the sum of the PBIDT plus
the cash and cash equivalents held by the Company divided by the expected debt service payments over the next 12 months.

This ratio stood at 15.23 as of end FY 25 versus 12.76 at the end of the previous financial year. The increase in the ratio is due to higher repayment
in the current year.

3. Net Debt:PBIDT - This shows the number of years earnings it would take to cover the repayment of the debt which is not covered by the cash and
equivalents.

The ratio was -1.66 as of end FY 25 versus -1.07 as at the end of the previous financial year. The level of the ratio is not currently relevant since the
net debt is negative in both years.

4. Return on Net Worth-The ratio was 19.39% for FY 25 vs 24.55% for FY 24. The decrease was due to slightly lower profitability and higher net worth
base during the year as against the previous year.

RISKS AND CONCERNS

Your Company has carried out a detailed exercise to identify the various risks faced by your Company, and has put in place mitigation, control and
monitoring plans for each of the risks. Risk owners have been identified for each risk, and these risk owners are responsible for controlling the
respective risks. The efficacy of these processes is monitored on a regular basis by Risk Sub-Committees (comprising of Whole-time Directors and
Senior Management Personnel of the Company) for the different areas in order to make continuous improvement and is further reviewed by the Risk
Management Committee.

The Risk Management Committee currently consists of Mr. Bharat K. Sheth, Chairman, Mr. Amitabh Kumar, Mrs. Kalpana Morparia, Mr. T. N. Ninan,
Mr. UdayShankarand Mr. G. Shivakumar.

The Board of Directors and Audit Committee are regularly briefed onyourCompany''s risk management process.

The material risks and challenges faced byyourCompany areas follows:

ECONOMICRISK:

Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, if global economic growth is adversely
impacted, it could have an unfavourable effect on the state of the shipping market.

GEO-POLITICAL RISK:

OPEC nations control about one third of the world oil supply. Therefore, their decision on whether to increase or reduce crude production can have a
material impact on the tanker freight markets.

Many of the countries producing and exporting crude oil are politically volatile and geographically located in sensitive areas. Any change in the
political situation in these countries may alter the supply-demand scenario. This would have a consequential impact on the tanker market.

Issues such as sanctions and wars may also affect shipping markets.

TRADE BARRIERS:

Trade disputes between countries can turn into trade wars with erection of tariff and non-tariff barriers. The manner in which such barriers are
implemented could have significant impact on trade volumes and routes.

CHINESEECONOMY:

China has been a major driver of global growth especially for commodities. If the economy falters or changes its policy towards import of various
goods, the consequential damage to shipping will be significant.

CHALLENGES FACED BY THE SHIPPING BUSINESS

EARNINGS VOLATILITY:

The shipping industry is a truly global business with a host of issues potentially impacting the supply demand balance of the industry. This results in
significant volatility in freight earnings and asset values.

YourCompany attempts to manage that riskinvarious ways.

If your Company believes that the freight market could weaken, it may enter into time charter contracts ranging from 6 months to 3 years or use freight
derivatives to hedge the risk. Another method of managing risk is by adjusting the mix of assetsinthe fleet through sale or purchase of ships.

As capital cost is a majorcost component, yourCompanyalso ensures that assets are bought at cheap prices. Your Company hopes to weatherthe weak
markets betterthan most players inthe business by having among the lowest fleet break-evens.

Your Company operates ships in different asset classes and different markets. This ensures that your Company''s fortunes are not fully dependent upon
a single market.

LIQUIDITY RISK:

The sale and purchase market and time charter markets are not always liquid. Therefore, there could be times when your Company is not able to
position the portfolio in the ideal manner.

FINANCE RISK:

Your Company''s business is predominantly USD denominated as freight rates are determined in USD and so are ship values. Your Company has its
liabilities also denominatedin USD. Any significant movement in currency orinterest rates could meaningfullyimpact the financials of yourCompany.

SHIPBOARDPERSONNEL:

Indian officers continue to be in great demand all over the world. Given the unfavourable taxes on a seafarer sailing on an Indian flagged vessel, it is
difficult to source officers capable of meeting the modern-day challenges of worldwide trading.

CYBERRISK:

A new and worrying threat to our business is cyber risk. Your Company is taking steps to secure its assets and systems from this threat, including by
having suitable protection in place and by constant training to employees on howto avoid such issues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal financial control systems which are adequate for the nature of its business and the size of its operations.
The policies and procedures adopted by your Company ensure the orderly and efficient conduct of its business, including adherence to Company''s
policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely
preparation of reliable financial information.

The systems have been well documented and communicated. The systems are tested and audited from time to time by your Company and internal as
well as statutory auditors to ensurethat the systems are reinforced onan ongoing basis. Significant audit observations and follow up actions thereon
are reported to the Audit Committee.

No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

The internal audit is carried out by a firm of external Chartered Accountants (Ernst & Young LLP) and covers all departments. YourCompany also has an
independent Internal Audit Department. Apart from facilitating the internal audit by Ernst & Young LLP, the Internal Audit Department also conducts
internal audit as per the scope decided from time to time.

Both Ernst &Young LLP and Headflnternal Audit) report tothe Audit Committeeintheircapacity of internal auditors ofyour Company.

In the beginning of the year, the scope of the internal audit exercise including the key business processes and selected risk areas to be audited are
finalisedinconsultation with theAudit Committee. All significant audit observations and followup actions thereon are reported to the Audit Committee.

The Audit Committee currently comprises of Mr. Keki Mistry (Chairman), Mrs. Bhavna Doshi, Mr. Raju Shukla and Mr. T. N. Ninan all of whom are
Independent Directors and Mr. Berjis Desai, who is a Non-Executive Director.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the Indian Accounting Standards (Ind AS) notified
under the Companies (Indian Accounting Standards) Rules, 2015. The audited Consolidated Financial Statements together with Auditors'' Report
thereon form part of the Annual Report.

The group recorded a consolidated net profit of'' 2344.26 crores for the year under review as compared to net profit of? 2614.18 crores for the previous
year. The net worth of the group as on March 31, 2025 was '' 14259.16 crores as compared to '' 12397.45 crores for the previous year.

SUBSIDIARIES

The statement containing the salient features of the financial statements of your Company''s subsidiaries for the year ended March 31,2025 is attached
along with the financial statements of yourCompany.

The report on performance ofthe subsidiaries is as follows:

GREATSHIP (INDIA) LIMITED, MUMBAI

Greatship (India) Limited (GIL), wholly owned subsidiary of your Company and one of India''s largest offshore oilfield services provider, experienced a
good year of performance and turned in the highest profits since FY16. In the financial year 2024-25, GIL has recorded a total income of? 1,130.80 crores
(previous year'' 887.62 crores) on a standalone basis and '' 1,332.45 crores (previous year'' 1,095.54 crores) on a consolidated basis. In the current
financial year, GIL has earned a profit before interest, depreciation (including impairment) & tax of'' 521.69 crores (previous year? 353.23 crores) and
? 630.71 crores (previous year ? 481.80 crores) on a standalone and consolidated basis, respectively. GIL''s net profit for the current financial year is
? 183.55 crores (previous year? 58.56 crores) and ? 232.66 croresfprevious year? 134.70 croreslon a standalone and consolidated basis, respectively.

The recovery in market conditions allowed GIL to improve consolidated revenue by 22% on a YoY basis, but comparable profitability metrics of EBIDTA
and PATimproved by 31% and 73% respectively, demonstrating the operational leverageinherent in the business.

As of March 31, 2025, the cash balance in excess of ? 1,100 crores comfortably covered GIL''s debt liability.

GIL has the following fourwholly owned subsidiaries, whose performance during the year is summarized hereunder:

1. Greatship Global Energy Services Pte. Ltd., Singapore (GGES)

GGES has earned a net profit of USD 0.27 Mn for the current financial year same as in the previous year. The profit has been maintained at same
levels as althoughtheinterest income was more in the current financial year, the tax expense was also onthe higher side.

2. Greatship Global Offshore Services Pte. Ltd., Singapore (GGOS)

GGOS owns and operates two Multi-purpose Platform Supply and Support Vessels and one R-Class Supply Vessel. GGOS has earned a net profit of
USD 7.25 Mn for the current financial year as against the net profit of USD 13.42 Mn in the previous year. The reason for the decrease in profit in
the current financial year is mainly due to lower charter hire income and increased overall expenses.

3. Greatship (UK) Limited, United Kingdom (GUK)

GUK''s net loss for the current financial year amounted to USD 0.02 Mn same as in the previous year. The net loss in the current financial year has
been on account of certain expenses incurred byGUK.

4. Greatship Oilfield Services Limited, India (GOSL)

During the year under review, on account of certain expenses incurred by GOSL, GOSL has incurred a loss of less than ? 0.01 crore in the current
financial year as against net profit of less than ? 0.01 crore in the previous year. The net-profit in the previous year was on account of reversal of
certain provisions.

THE GREATSHIP (SINGAPORE) PTE. LTD., SINGAPORE

The Greatship(Singapore) Pte. Ltd. is a wholly owned subsidiary of yourCompany. The Greatship (Singapore) Pte. Ltd. does shipping agency business
for the ships owned by your Company. During the year ended March 31,2025, there were 90 ship calls at Singapore. The company''s profit for the current
financial year amounted to S$ 89,248 as compared to a profit of S$ 118,978 in the previous year.

THE GREAT EASTERN CHARTERING LLC (FZC), U.A.E.

The Great Eastern Chartering LLC (FZC) is a wholly owned subsidiary of your Company. During the year ended March 31, 2025, the company made a loss
of USD 6.55 Mn (previous year profit of USD 15.08 Mn). The company has invested in shares of some listed shipping companies and these shares were
valued at USD 23.86 Mn as of March 31, 2025.

THE GREAT EASTERN CHARTERING (SINGAPORE) PTE. LTD., SINGAPORE

The Great Eastern Chartering (Singapore) Pte. Ltd. is a wholly owned subsidiary of The Great Eastern Chartering LLC (FZC), UAE. During the financial
year ended March 31, 2025, the company made a profit of USD 1.01 Mn (previous year profit of USD 7.83 Mn). As of March 31, 2025, the company held
positions in dry bulk freight futures and fuel oil futures.

GREAT EASTERN FOUNDATION, INDIA

Great Eastern Foundation (Foundation) is a wholly owned subsidiary of your Company which handles the CSR activities of your Company and its
subsidiaries. The Foundation received a total contribution of ? 34.90 crores from your Company during the year ended March 31, 2025. The Foundation
spent ? 21.69 crores on CSR activities during the year.

The nameofthe companywas changed from ''Great Eastern CSR Foundation''to ''Great Eastern Foundation''w.e.f. December 23, 2024.

Details of CSR activities carried out by Great Eastern Foundation are set out in the reports on CSR activities which form part of thisAnnual Report.

GREAT EASTERN SERVICES LIMITED, INDIA

Great Eastern Services Limited (''GESL'') is a wholly owned subsidiary of your Company. The company made a loss of? 2,77,743 for the year ended March
31, 2025 as compared to a loss of '' 42,186 for the year ended March 31, 2024.

GESL has not yet started its commercial operations. With a view to save on administrative time and cost, the Board of Directors of yourCompany has
granted its approval forvoluntarily liquidation/ striking off of GESL.

GESHIPPING (IFSC) LIMITED, INDIA

GESHIPPING (IFSC) Limited (''GE IFSC'') was incorporated on May 02, 2024 as a wholly owned subsidiary of your Company in International Financial
Services Centre (''IFSC'') at Gift City, Gandhinagar, Gujarat with the main object of ''ship leasing''which shall include owning, operating and chartering of
vessels and other permissible activities as per the International Financial Services Centres Authority Act, 2019.

During the year, your Company has made an investment of '' 50 crores in equity shares of GE IFSC in tranches. Your Company also granted a
term loan of USD 10 Mn to GE IFSC in tranches.

During the year, the company has commenced its commercial operations and incurred a loss of USD 1.49 Mn.

DEBT FUND RAISING

During the year, no fresh debt was raised. The gross debt:equity ratio as on March 31, 2025 was 0.12:1 (including effect of currency swaps on rupee
debt was 0.16:1) and the debt:equity ratio net of cash and cash equivalents as on March 31, 2025 was -0.42:1 (including effect of currency swaps on
rupee debt was -0.38:1). The Company repaid/prepaid External Commercial Borrowings aggregating to?338.87 crores and redeemed Non-convertible
Debentures aggregating to ?400.00 crores during the year and also settled the swaps relating to those debentures.

HEALTH, SAFETY, ENVIRONMENT AND QUALITY (HSEQ)

The last few years have been very challenging for the shipping industry. Geopolitical instability, trade disruption in Red Sea due to attacks on merchant
ships, and the ongoing tariff war have caused uncertainty. Simultaneously, the maritime industry is working on ambitious decarbonization targets.
New environmental regulations are being implemented with a focus on achieving net-zero emissions by 2050. Your Company''s committed teams on
board and ashore ensured the implementation of risk-based plan, helpingtominimizeitsimpacton business operations to a largerextent.

Your Company believes in ensuring clean seas, reducing generation of waste and avoiding pollution at sea. This year also your Company had zero
spills to sea. Continuing its quest to decarbonize the fleet, your Company has fitted redesigned efficient propellers, MAN B&W EcoCam, adaptive
autopilot retrofit on selected ships and an ultrasonic equipment for biofouling protection of propeller on four different vessels. The Company also
continued with other earlier initiatives like fitment of LED lighting and application of high-performance hull coatings. Additionally, the Company is in
process of generating voluntary market carbon credits forthe applicable energy savings devices from Gold Standards and enrolled selected ships in
Environmental Ship Index (ESI) program.

Your Company cares for its employees and has taken enhanced measures towards their health and safety. For the benefit of all shore employees, the
Company continued arrangements like work from home option for junior levels and remote offices located in Mumbai suburbs. For the benefits of
seafarers, the Company has provided free limited internet access to all seafarers onboard ship for better social connectivity. Additionally, a remote
expert counselling service for mental wellbeing, enhanced pre-employment mental examination from experts, annual health insurance for senior
officers and theirspouses, anda dedicated crew relationship officerfor managing theirwelfare arein place.

TRAINING AND ASSESSMENT

Training and Assessment (T&A) department continues to be guided by your Company''s vision to man the fleet with competent, confident and well-
prepared seafarers. In alignment with this vision, the department remains focused on delivering high-quality training, adapting to evolving industry
needs and reinforcing yourCompany''s reputationforoperational excellence and sustainability.

Your Company''s Training Centre remains certified as a Maritime Training Provider (MTP) by Det Norske Veritas (DNV), following regular successful
audits. During the DNV MTP audit, positive observations were noted — particularly the in-house ME Engine Course developed using the Full Mission
Engine Room Simulatorand the methodologyformeasuring training effectiveness developed bytheT&A department.

The Centre continues to deliver training aligned with current maritime regulatory standards and best practices, ensuring that the Company''s seafarers
are well-equipped for present and future operational demands.

YourCompany''s diversified training portfolio includes classroom courses coupled with hands-on workshop training, computerized training exercises,
onboard sailing training, seminars and webinars. The inhouse developed SKILLUP On-The-Job Skill Upgradation Program guides career progression
and is focused on competency enhancement.

T&A department leverages the Company owned state-of-the-art simulation facilities, including the Full Mission Engine Room Simulator, Full Mission
Bridge Simulator, ECDIS TRANSAS Navi-Trainer Professional, ECDIS JRC Type-Specific Simulator and Steering Simulator to deliver comprehensive,
hands-on training to seafarers.

During FY25, the T&A department expanded its offerings with the introduction of new courses and training that support safety, technology adaptation
and emerging regulatory requirements.

Assessment protocols remain rigorous and rank-specific, with an emphasis on both technical proficiency and behavioral competencies.

Furthermore, acknowledging the importance of seafarers'' mental well-being, the Company has continued to embed mental health and emotional
resilience modules within its training framework. These are aimed at having a safer and healthier shipboard environment.

The T&A department remains closely connected with maritime regulatory developments through active engagement with various national and
international forums. This helps ensure that yourCompany''s training programs remain not only compliant but forward-looking.

IT INITIATIVES

In FY 2024-25, the IT department has continued on its digital transformation implementation journey. The Company has successfully implemented
a series of strategic initiatives aimed at technology modernization and innovation with adoption of GenAI, loT, Robotics Process Automation (RPA)
and Cloud technologies in Software as a Service (SaaS) model with industry best platforms adoption. These efforts have resulted in business process
optimization and improved operational efficiency.

PLATFORM MODERNIZATION & TECHNOLOGY INNOVATIONS

The Company continued to drive business enablement through the strategic adoption of emerging technologies and a strong emphasis on process
standardization and automation underthe Rise with SAP program. Key achievementsinclude:

• Successful implementation and stabilization of Industry leading Shipping ERP SaaS platforms including Veson IMOS, Stormgeo and HarborLab to
support various operating functions with seamless data integration with core accounting system (SAP Rise with S4HANA).

• Successful automation of Accounts Payable (AP) processes, enhancing efficiencyin finance operations.

• Deployment of real-time analytics dashboards, enabling departments to access actionable insights and make data-driven decisions.

• Business Process Reengineering and Blueprinting for technology automation of corporate functions, paving the way for further process
improvements across support areas.

• Implementation of RPAand initiation of Gen Al Pilots to Evaluate Practical Value, Efficiency, and Productivity Impact.

These initiatives have collectively improved decision-making, streamlined operations, and contributed to long-term, sustainable business efficiency
- all further strengthening the Company''s competitive positioning.

VESSEL IT MODERNIZATION

The Company has made significant technological upgrades to maritime IT systems including infrastructure and communication systems to drive
operational excellence and digital innovation. Overall change in IT landscape for vessel has improved operational reliability, increased efficiency and
cyber resilience. Some of the key highlights include:

• Rollout of LEO technology (Starlink) communication systems with multitier back-up across the fleet for faster, more reliable maritime
communications.

• Implementation of loT-enabled systems for real-time data capture and vessel performance monitoring resulting in improved operational efficiency
and safety.

• Standardization of IT Infrastructure and modernization of LAN/ WAN setup for betteroperations control and improved cyber security.

These upgrades to onboard IT systems continue to elevate system performance and enrich the digital userexperience for crew members.

BUSINESS CONTINUITY PLAN

The Company''s comprehensive Business Continuity Plan (''BCP'') has ensured uninterrupted operations remained a key strategic priority throughout
the year. The Company has adopted cloud DR strategy for more agile response and has successfully tested and run five-day live business operations
from Disaster Recovery setup. The exercise validated the organization''s preparedness, with all operations—including those onboard vessels—
continuing seamlessly. This demonstrated the Company''s enhanced resilience and operational readinessinthe face of potential disruptions.

CYBER RESILIENCE

The Company continued to prioritise cybersecurity, adopting a proactive and layered approach to safeguard IT assets across both shore-based and
maritime operations. Keyinitiatives undertaken during the year included:

• Deployment of Continuous Threat Exposure Management (CTEM)and Cyber Scorecards to enable real-time riskidentification and mitigation.

• Ongoing upgrades to IT infrastructure, ensuring compliance withthe latest security protocols and industry best practices.

• Established Cyber Programme Management framework for risk monitoring and operations management.

Collectively, these measures significantly strengthened the Company''s cyber resilience, enhancing its ability to anticipate, detect, and respond to
evolving cyber threats.

FUTURE ROADMAP

The Company remains firmly committed to technological innovation as a strategic lever for improving productivity and operational efficiency, guided
by a well-defined IT Strategy and Digital Transformation Roadmap. The Company further plans for continuing its digital journey with focus on business
enablement, process optimization, data protection and governance, and improved real-time visibility leading to operational safety and efficiency.

HUMAN RESOURCES

During the year, the organization carried out various talent development interventions to enhance workforce capability. Sessions on team building,
leadership and managerial effectiveness, 360-degree feedback process and one to one coaching were part of this endeavour. Employee town hall and
other social events ensured that the culture fabric of the Company remained cohesive. Hybrid work mode and co working spaces enabled employees
to attain work life balance while maintaining employee productivity. The Company was able to sustain a high employee engagement score during the
year(80%). Employee retention stood at 96%.

Total number of shore staff and ship board personnel was 266 and 1,862 respectively at the end of the year.

THE GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

Inthe fiscal year 2024-2025, The Great Eastern Institute of Maritime Studies continued to uphold very high standardsin maritime training.

GEIMS has once again demonstrated its commitment to excellence by receiving the prestigious ''Excellence in Maritime Training'' award at the
11^th International Samudra Manthan Awards 2024. This recognition reaffirmsthe institute''s dedication to upholding bestinclass training standards.

This year marked significant expansion efforts for GEIMS, including its inaugural roadshow at Mumbai and Karnataka. GEIMS extended guidance
to numerous individuals interested in pursuing careers in the merchant navy. Similar roadshows were successfully conducted across colleges and
universities inMumbai.Bangaloreand Mysore, broadening its reach and fostering greater awareness of maritime career opportunities.

In FY 2024-25, GEIMS proudly graduated 400 cadets from its four pre-sea courses: DNS, GME, ETO and GP Rating. Additionally, GEIMS welcomed
408 new cadets into these esteemed programs, further solidifying its role in shaping the future of maritime professionals.

GEIMS cadets won various prizes in competitions in paper presentations organized by IMU and showed their talent in sporting events too. Cadets have
received prize in INSA paper presentation "Augmented reality: a new horizon in ship navigation". The joint team of the Company and GEIMS won the
Runners up trophy at the Maritime Soccer League 2024. Faculty members upgraded their skills by attending simulator courses and participating in
seminarsalongwith seniorfloating staff ofthe Company.

The highlight of the year was the vibrant celebration of GEIMS''s 20^th Foundation Day. The event, graced by esteemed chief guests Dr. Malini V. Shankar,
(Vice Chancellor - Indian Maritime University) and Capt. NikunjParashar, (Founder - Sagar Defence Engineering Pvt. Ltd.), honored Cadet Ashwija
Gowda with the ''Best Girl Cadet of the Year'' award. The event was attended by luminaries of the industry and garnered significant media coverage,
emphasizing GEIMS''s prominence in theindustry.

GEIMS''s commitment to excellence is reflected in its consistent CIP grade of''A ''. Its CIP points increased from 96.45% to 96.49% this year, a testament
to its unwavering dedication to enhancing maritime training standards. These achievements, coupled with its relentless pursuit of improvement,
positions GEIMS to bethe best MTI inthe years to come.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been conscious of its role as a good corporate citizen and strives to fulfil this role by running its business with utmost care
for the environment and all the stakeholders. Your Company looks at Corporate Social Responsibility (CSR) activities as a significant tool to contribute
to the society.

The Board of Directors of your Company has constituted a Committee of Directors, known as the Corporate Social Responsibility Committee, currently
comprising of Mrs. Bhavna Doshi (Chairperson), Mr. Raju Shukla and Mr. Bharat K. Sheth to steer its CSR activities.

Copy of the Corporate Social Responsibility Policy of your Company as recommended by the CSR Committee and approved by the Board is enclosed as
''Annexure A''. The CSR Policy is also available on the website of yourCompany: www.greatship.com.

The CSR Policy is implemented by your Company through Great Eastern Foundation (formerly ''Great Eastern CSR Foundation''), a wholly owned
subsidiary of yourCompany, specifically set upforthe purpose.

During FY 2024-25, '' 34.90 crores were contributed by your Company to Great Eastern Foundation for undertaking CSR activities as per the provisions
of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is enclosed herewith as ''Annexure B''.

DIRECTORS

The first term of office of Mr. Raju Shukla and Mr. Ranjit Pandit as Independent Directors of the Company expired on May 31, 2024. The members re¬
appointed them as Independent Directors of the Company for a second term of 3 years w.e.f. June 01, 2024, by passing special resolutions through
postal ballot, the results of which were declared on May 03, 2024.

The Board of Directors, at its meeting held on May 10,2024, recommended to the members the appointment of Mrs. Kalpana Morparia as an Independent
Director of the Companyfor a term of 5 years w.e.f. November 14, 2024.

The members, at their Annual General Meeting held on August 01,2024, approved the appointment of Mrs. Kalpana Morparia as an Independent Director
of the Companyfora term of 5 years w.e.f. November 14, 2024. The members also approvedthe re-appointment of Mr. K.M. Sheth as a Director of the
Company, liable to retire by rotation.

During the year, the term of appointment of Mr. Tapas loot as Executive Director of the Company ended on November 01, 2024. Due to his indifferent
health, Mr.Tapas loot also stepped down as Directorfrom the Board of the Companyw.e.f. close of business hours on November 01, 2024.

Your Directors place on record their heartfelt appreciation for the leadership and invaluable contribution made by Mr. Tapas Icot during his association
of over 3 decades with the Company.

Mrs. Rita Bhagwati ceased to be an Independent Director on the Board of the Company upon completion of her second term w.e.f. close of business
hours on November 13, 2024.

Dr. Shankar N. Acharya ceased to be an Independent Director on the Board of the Company upon completion of his second term w.e.f. close of business
hours on February 04, 2025.

Your Directors place on record their appreciation for the valuable guidance and support extended by Mrs. Rita Bhagwati and Dr. Shankar N. Acharya
during their tenure as Independent Directors of the Company.

The Board of Directors, at its meeting held on January 28, 2025, appointed Mr. Amitabh Kumar as an Additional and Independent Director of the
Company for a term of 5 years w.e.f. January 28, 2025. The members approved his appointment by passing a special resolution through postal ballot,
the results of which were declared on March 27, 2025.

The first term of office of Mr. T. N. Ninan, Mr. Uday Shankar and Mr. Shivshankar Menon as Independent Directors of the Company expired on May 05,
2025. The members approved the re-appointment of Mr. T. N. Ninan and Mr. Uday Shankar as Independent Directors of the Companyfor a second term
of 5 years w.e.f. May 06, 2025, by passing special resolutions through postal ballot, the results of which were declared on March 27, 2025. However, the
special resolution for re-appointment of Mr. Shivshankar Menon could not be passed as 70.87% votes were cast in favour of the resolution as against
the requirement of 75% votes. Accordingly, Mr. Shivshankar Menon ceased tobean Independent Director of the Companyw.e.f. May06, 2025.

Mr. Shivshankar Menon is one of India''s most influential foreign policy thinkers and is widely respected for his expertise in global geopolitics. The
Company has benefited immensely from the insights provided by Mr. Shivshankar Menon during his first term, and it is imperative that he continues to
be associated with the Companyinthe capacity of a Board member.

Considering the same, the Nomination and Remuneration Committee and Board of Directors, at their meetings held on May 09, 2025, have again
recommended to the members, at the ensuing Annual General Meeting, the re-appointment of Mr. Shivshankar Menon as an Independent Director of
the Company for a second term of 5 years w.e.f. August 02, 2025.

Notice under Section 160 of the Companies Act, 2013 has been received in respect of the re-appointment of Mr. Shivshankar Menon as an Independent
Director of the Company.

The Board of Directors, at its meeting held on May 09, 2025, re-appointed, subject to the approval of the shareholders in the ensuing Annual General
Meeting, Mr. Bharat K. Sheth as ''Managing Director'' and Mr. G. Shivakumar as ''Executive Director''for a term of 5 years with effect from April 01, 2026
and November 14, 2025 respectively.

Mr. Ravi K. Sheth, Non-Executive Director, vide his letter dated October 25, 2024, offered to retire by rotation with a view to enable the Company to
complywiththe provisions of Section 152(6) of the Companies Act, 2013(regarding directors retiring by rotation), post Mr. Tapas loot stepping down.

Accordingly, Mr. Ravi K. Sheth shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary resolutions for re- appointment of Mr. Shivshankar Menon as an''Independent Director'', re-appointment of Mr. Bharat K. Sheth as ''Managing
Director'', re-appointment of Mr. G. Shivakumar as ''Executive Director'' and re-appointment of Mr. Ravi K. Sheth as a ''Director retiring by rotation'' have
beenincluded inthe Notice convening the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of your
Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under
Section 149(6) of the Companies Act, 2013 and under Regulation 16(1Xb) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and
experience to effectively discharge their duties as Independent Directors of the Company.

The policies on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of
Director and also remuneration for key managerial personnel and other employees are enclosed herewith as Annexures ''C'' and''D'' respectively.

The details of remuneration as required to be disclosed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are enclosed as Annexure ''E''.

During the year, Mr. Bharat K. Sheth, who is also the Non-executive Chairman of Greatship (India) Ltd. (GIL), a wholly owned subsidiary of the Company,
was in receipt of remuneration of '' 72 lakhs for FY 2023-24 from GIL. The Board of Directors of GIL have approved payment of remuneration of
'' 81 lakhs for FY 2024-25 to Mr. Bharat K. Sheth, subject to GIL''s shareholders''approval.

BOARD MEETINGS

During the year, 5 meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate
Governance Report.

BOARD EVALUATION

With a view to bring in objectivity and independence in the process of performance evaluation of the Board, its Committees and individual Directors,
your Company engaged the services of Talentonic HR Solutions Private Limited (''Talentonic'') to assist in conducting performance evaluation for
FY 2024-25.

Talentonic conducted the assessment in line with the regulatory requirements and leading practices in the market and submitted its Board Evaluation
Reports. They made a comprehensive presentation of their findings at the meeting of the Independent Directors of the Company. The annual
performance evaluation of the Board, its committees and the Directorsindividuallywas done based on the same.

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of Independent Directors reviewed performance of your Company, Board
as a whole and Non-Independent Directors (including Chairman) of your Company. The Board of Directors reviewed the performance of Independent
Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of your Company and the Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) of the Companies Act, 2013, the Board of Directors hereby state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to
material departures;

(b) the directors had 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 and of the profit and loss of the
companyforthat period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on
Corporate Governance is provided together with a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate
Governance as stipulated underthe Securities and Exchange Board of IndiafListing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has formally adopted the ''National Guidelines on Responsible Business Conduct''(''NGRBC'') issued by Ministry of Corporate Affairs. The
applicable aspects of the principles of NGRBC have been suitably incorporated in the internal policy framework and operating processes followed by
your Company.

The Business Responsibility and Sustainability Report (BRSR) as per the format specified by Securities and Exchange Board of India forms part of this
Annual Report. Your Company is voluntarily undertaking external assurance of BRSR Core Indicators for FY 2024-25 from DNV Business Assurance
India Private Limited.

A separate section on Environment, Social & Governance(ESG)also forms partofthisAnnual Report.

Copyof Annual Return as required underSection 92(3) of the Companies Act, 2013 has been placed at the website of yourCompany: www.qreatship.com

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

With a view to create safe workplace, your Company has formulated and implemented Sexual Harassment (Prevention, Prohibition and Redressal)
Policy in accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. For
the purpose of handling and addressing complaints regarding sexual harassment, your Company has constituted Internal Complaint Committee with
an external lady representative (who has the requisite experience in this area) as a member of the Committee. To build awareness in this area, your
Company also conducts awareness programmes withinthe organisation.

During the year, no complaints with allegations of sexual harassment were received bythe Company.

VIGIL MECHANISM

Your Company has established a vigil mechanism (Whistle Blower Policy)for Directors and employees to report genuine concerns. The Whistle Blower
Policy provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the
Chairperson ofthe Audit Committeeinappropriate orexceptional cases. No personnel was denied access to the Audit Committee.

A copy oftheWhistle Blower Policy is available onthe website of yourCompany: www.greatship.com

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on dealing with Related Party Transactions, a copy of which is available on the website of your Company:
www.greatship.com

The particulars of contracts or arrangements with related partiesin FormA0C2is annexed herewith as''Annexure F".

All the related partytransactions have been entered into byyourCompanyinthe ordinary course of business andon arm''s length basis.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of yourCompany is available onthe website of yourCompany: www.qreatship.com

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

CONSERVATION OF ENERGY

The IMO is implementing regulations to reduce greenhouse gas (GHG) emissions from ships, with a focus on achieving net-zero emissions by 2050. Your
Company has been undertaking various initiatives about enhancing energy efficiency in its business operations. The same have also been described in
detail in the BRSR & ESG Reports, which form part of thisAnnual Report.

ENERGY SAVING TECHNOLOGIES

In its efforts to reduce emissions, your Company has implemented the following energy efficiency projects on various vessels during this financial year.
Few of these will help in complying with IMO and EU regulations on emission reduction:

• Redesigned Propellers - Fitted on 02 LR tankers in this fiscal, with this the Company has completed fitment on total 04 LR tankers. These
propellers are lighter in weight and have an improved design profile which will help in emissions reduction. These will also help in reduction of
underwater noise.

• MAN B&W EcoCam - Retrofit was completed on 02 vessels during their respective dry dockings. This will assist in emission reduction during part
load operations of main propulsion engine.

• Ultrasonic equipment for biofouling protection of propellers - This was installed on 04 vessels and the Company plans to install the same on
selected vesselsinthe coming fiscal year.

• Adaptive autopilot retrofit was completed on 07 vessels. This will assist in reducing cross-track error during vessel''s navigation and thereby
resulting in reduced emissions.

• LED lighting - 03 vessels. LED lights are energy efficient as compared to traditional lights such as fluorescent, halogen and incandescent lights.

• High performance paints - For a typical ship loss of energy through hull resistance is around 30% and this increases with growth of hull roughness
due to biofouling. To minimize growth of biofouling, your Company has applied superior anti-fouling coatings on 04 vessels during their respective
dry dockings in this financial year.

During the year, your Company has made a total capital investment of USD 34,16,629 on energy conservation equipments.

COMPLIANCE WITH IMO&EU EMISSION REGULATIONS

IMO DCS Data for the calendar year 2024 has been submitted to R.O. by the due date for their review. And a similar exercise for corresponding
requirement of European Union, but applicable to vessels which have made commercial voyages to or from EU for the calendar year 2024, has been
completed.

Your Company is tracking and monitoring the Carbon Intensity Indicator(Cll) ratings for all its vessels. This will help the organization in timely identifying
the vessels which will require improvement and appropriate actions can be planned accordingly. In CY 2024, 85% of ourships were rated Cor better.

For EU ETS, the Company has contracted with couple of reputed brokers for the purchase & management of EUAs for non-pool vessels and for pool
vessels it will be handled by respective pool managers. Your Company has opened Maritime Operator Holding Account (MOHA) with Spanish Registry for
holding and submission of EUA allowances. For FuelEU Maritime, the Company is in discussions with the parties who are providing the pooling option
of compliance balance units for the non-pool vessels and for pool vessels it will be managed by respective pool managers either by pooling option or
by usage of biofuel blends.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP were re-appointed as the Statutory Auditors of your
Company at the Annual General Meeting held on July 29, 2022 to hold office until the conclusion of the 79th Annual General Meeting to be held in the
calendar year 2027.

The report given by the Auditors on the financial statements of your Company is part of this Report. There are no qualifications, adverse remarks of
disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company appointed M/s. Mehta & Mehta, Company Secretaries to undertake
the Secretarial Audit of yourCompanyforthe financial year endedMarch31,2025. The Secretarial Audit Report of yourCompany is annexed herewith
as "Annexure G".

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Audit Committee and the Board of Directors of the Company have recommended the appointment of M/s. Mehta & Mehta,
Company Secretaries as Secretarial Auditors of the Companyfor a term of 5 financial years with effect fromAprilOl, 2025.

Necessary resolution for appointment of M/s Mehta & Mehta as Secretarial Auditors of the Company have been included in the Notice convening the
ensuing Annual General Meeting.

The Secretarial Audit Report of Greatship (India) Limited, the material unlisted Indian subsidiary of yourCompany, is annexed herewith as "Annexure H".

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Outgo are as follows:

f in nrnrpq)

a) Foreign Exchange earned on account of freight, charter hire earnings, sales proceeds of ships, etc.	3812.11
b) Foreign Exchange used including operating expenses, capital repayment, down payments foracquisition of ships, interest payment, etc.	3160.77

OTHER DISCLOSURES

Particulars of Loans, Guarantees and Investments covered underthe provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
financial statements.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s
operations in future.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not required
by your Company.

Neither any application was made, nor any proceeding was pending underthe Insolvency and Bankruptcy Code, 2016 in respect of your Company during
or at the end of the financial year 2024-25.

The disclosures on valuation of assets as required under Rule 8(5Xxii)of the Companies (Accounts) Rules, 2014 are not applicable.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance
companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely
acknowledge the significant contributions made by all the employees through their dedicated services to your Company. Your Directors look forward
to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth

Chairman
(DIN: 00022079)

Mumbai, May 09, 2025

---

Mar 31, 2024

The Directors are pleased to present the 76th Annual Report on the business operations and the Financial Statements of your Company for the financial year ended March 31,2024.

FINANCIAL PERFORMANCE

The financial results of your Company (standalone) for the financial year ended March 31,2024 are presented below:

(Rs. in Crores)
	2023-24	2022-23
Total Revenue	4723.59	5096.18
Total Expenses	2327.00	2707.59
Profit before tax	2396.59	2388.59
Less : Tax Expenses	80.25	36.58
Profit for the year	2316.34	2352.01
Retained Earnings
Balance at the beginning of the year	4094.70	2556.51
Add:
- Profit for the year	2316.34	2352.01
Less:
- Other Comprehensive Loss	1.73	4.05
- Transfer to Tonnage Tax Reserve	400.00	450.00
- Dividend paid during the year	492.54	359.77
Balance at the end of the year	5516.77	4094.70

The net worth of the Company as on March 31,2024 was J 10346.41 crores as compared to J 8520.25 crores for the previous year.

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

DIVIDEND

During the year, your Directors declared and paid three interim dividends aggregating to J 25.50 per share which included a special dividend of J 7.50 per share to commemorate the 75th anniversary of the Company. Subsequent to the end of the year, your Directors declared fourth interim dividend of J 10.80 per equity share. The aggregate outflow on account of the equity dividend for the year will be J 518.24 crores.

Your Directors have not recommended any final dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Company Performance

In Financial Year 2023-24 (FY 24), the Company recorded a total income of J 4723.59 crores (Previous Year J 5096.18 crores) and earned a PBIDT of J 3049.49 crores (Previous Year J 3097.88 crores).

MARKET ANALYSIS

Crude Tanker Market

Crude tanker earnings had surged in FY23 to levels last seen in FY09, mainly propelled by sanctions on Russian crude exports. Earnings softened slightly year-over-year (y/y) in FY24 but still sustained strong levels from a historical perspective.

Global crude oil demand witnessed a growth of 2% y/y in FY24. A large part of the demand growth was contributed by pent-up Chinese demand postreopening from lockdowns in 2023.

Crude production grew slowly at 1% y/y in FY24 and was mainly driven by the Atlantic basin supply as OPEC resorted to voluntary production cuts to defend crude prices.

The Atlantic basin saw sharp growth in crude oil supply ( 6% y/y in FY24) driven by US, Brazil and Guyana. US production surprised the markets with nearly a 0.8 million barrels per day growth y/y, facilitating a record surge in US crude exports. Easing US sanctions also facilitated growth in Venezuelan crude exports.

The structural dislocation caused by Russia''s invasion of Ukraine in February 2022 continues to benefit the Aframax and Suezmax tanker segments. US and EU''s efforts to tighten sanctions on the dark fleet, the lower discount of Urals (vs Brent), and payment issues with India have all made it challenging for Russian crude exports. Yet Russian seaborne exports increased by approximately 2% in FY24.

From early 2024, tanker markets were further buoyed by disruptions as Houthi attacks on ships in the Red Sea prompted a number of vessels to take the longer route around the Cape of Good Hope.

Overall, the global seaborne crude trade grew by approximately 1.9% y/y during FY24, with trade surpassing the levels last seen pre-pandemic. On the other hand, the crude tanker global fleet grew by 2.6% in nominal terms during the year. Additionally, due to the earnings differential between Aframax and LR2 tankers, 40 LR2s switched to dirty trading in FY24, adding to the fleet supply. Scrapping activity was negligible.

The table below captures spot market earnings for the Suezmax and Aframax tanker segments over the financial year (in $/day).
FY 24	FY 23	YOY change
Suezmax 49,403	56,713	-13%
Aframax 50,664	65,894	-23%

Product Tanker Market

The product tanker market has been witnessing a prolonged period of firm earnings since early 2022, following the onset of the Russia-Ukraine war. Like crude tankers, product tanker earnings softened y/y in FY24 but continue to be strong from a historical perspective.

Product tanker markets have been aided by strong refinery throughput, shifts in product trade patterns due to impacts from the Russia-Ukraine conflict, and the latest trade disruptions from the conflict in the Red Sea. Seaborne product trade volumes increased by an estimated 3.4% y/y in FY24.

New Middle East refineries in Kuwait, Oman and Iraq have ramped up production, and despite higher y/y maintenance in Saudi Arabia, Middle East product exports grew by 4% in FY24. Chinese product exports declined by 6% in the absence of any significant increase in export quotas.

Markets in the West fared well as North American exports jumped 4% y/y thanks to sustained demand from EU and lower unplanned refinery outages in US. Furthermore, the Panama Canal disruption in the second half of CY 2023 also aided West of Suez product tanker earnings.

In early 2024, product tanker markets saw further upside from vessels rerouting away from the Red Sea onto longer voyages (via the Cape of Good Hope), which has added additional impetus to an already tight supply-demand balance. Average product tanker transits through the Suez Canal have dropped by 44% in Q4 FY 24.

Product tanker fleet supply grew by 2.3% in nominal terms. As highlighted above, the switching of LR2 vessels from clean trade to dirty trade has curtailed product fleet growth. Scrapping activity was also minimal.

The table below captures the market spot earnings of LR1 and MR product tankers over the financial year (in $/day).
FY 24	FY 23	YOY change
MR - Avg. Earnings 27,818	35,909	-23%
LR1 MEG-Asia Earnings* 31,090	39,092	-20%

Russia continues to remain a wild card due to mounting challenges in sustaining oil exports - threats include a tightening of sanctions and attacks on its energy infrastructure by Ukraine.

Tanker ton-miles will remain supported as long as the vessels continue to divert trade via Cape of Good Hope due to Red sea conflict.

Although the orderbook has built up recently, deliveries will remain under check at least in the coming year. Crude tanker deliveries would be ~1% of the fleet over CY 2024 while Product tanker deliveries would be about 2%. At the same time the current tanker fleet is ageing and this, coupled with new regulations (EEXI/CM), could lead to accelerated scrapping going forward.

LPG Carrier Market

The VLGC markets continued to sustain the momentum built over the last year and recorded robust earnings at levels last seen during FY15.

Chinese VLGC LPG imports increased by 18% y/y in FY24, led by the commissioning of new propane dehydrogenation (PDH) capacities. India and Southeast Asia also recorded healthy import growth of 4-6% in FY24.

While Middle East LPG exports were muted, the US delivered robust LPG export growth of 10% y/y in FY24, led by strong growth in production and weak domestic consumption. Higher US propane inventories and strong China demand meant the US-Far East propane price differential jumped to US$ 234/T in FY24 (vs US$ 181/T in FY23), thereby aiding firm VLGC demand for US to Far East (FE) trade.

Moreover, Panama Canal water levels dropped to record low due to severe drought, resulting in curtailment of daily transits through the canal. Consequently, many vessels plying on the US to Far East route avoided the Panama Canal and were diverted to a longer route in both laden and ballast legs, boosting ton-miles growth.

On the supply side, the heavy schedule of new building VLGC deliveries meant that the nominal fleet supply grew by ~11% for FY24. However, market was able to absorb the new fleet supply due to rising US LPG exports and Panama Canal disruptions.

The table below captures the market spot earnings of VLGC over the financial year (in $/day).
FY 24	FY 23	YOY change
VLGC - Avg. Earnings 82,992	60,927	36%

Asset Values

Both crude and product tanker asset prices remain high. Values have increased anywhere between 5%-15% in FY24 depending upon the age profile and the type of the vessel.

Outlook

Oil demand growth is expected to slow down in FY25 as pent-up demand from the COVID recovery is largely behind us.

Oil balances are expected to tighten significantly in H2 of 2024; this may prompt OPEC to reverse some of the voluntary cuts in crude production, resulting in higher exports. Meanwhile, crude supply from Atlantic basin continues to grow at a strong pace which will aid ton-mile growth as these barrels have to travel longer to Asia - the key demand centre. OECD crude inventories remains below historic average levels but high inventory in China remains a key overhang.

Asset Values

VLGC asset values increased by 10-20% during the year driven by the strong freight market. Asset values are now at the highest level seen in last 20 years.

Outlook

The growth of US LPG production is expected to slow down in 2024 due to lower natural gas prices curtailing natural gas liquids (NGL) output. Utilization at US LPG export terminals remains high, thereby limiting any significant growth in US LPG exports in the near term. While LPG production growth from the Middle East is expected to be subdued in the first half of CY 2024, any reversal of production cuts by OPEC could contribute to increased volumes from the second half of CY 2024 onwards.

LPG demand is likely to sustain, mainly driven by an increase in feedstock demand in the petrochemical sector. LPG continues to remain price competitive compared to naphtha. Additionally, the scheduled commissioning of new PDH plants in China would support an increase in import demand into Asia. Increased allocation of subsidies in India is also expected to maintain firm demand for Indian LPG imports. However, poor global petrochemical margins remain a key risk to petrochemical capacity utilization.

The Panama Canal has gained importance due to the increasing trade between the United States and the Far East. However, water levels at the canal remain uncertain. The Canal Authority anticipates gradually restoring the normal capacity of 36 transits per day by 2025, based on expectations of normal rainfall in 2024. If the water level in the Panama Canal normalizes, it could negatively impact ton-miles.

On the positive side, VLGC fleet supply growth will moderate, with only 21 and 13 deliveries expected in CY 2024 and CY 2025 respectively, compared to 40 in CY 2023.

Dry Bulk Carrier Markets

The dry bulk market witnessed softness in earnings year-over-year (y/y) across all segments during H1 FY24, but experienced improvement during H2 FY24 with Capesizes significantly outperforming the Sub-Capes. Capesize earnings averaged 40% higher year-over-year in FY24, while Kamsarmax and Handymax earnings were down by 21% and 34%, respectively.

Dry bulk demand was strong throughout the year on the back of rising Chinese imports. Chinese hydro-power production suffered due to lower rains in the region, thereby increasing coal-fired electricity demand and consequently coal imports into China. Iron ore imports into China were also strong as rising Chinese steel exports supported domestic steel production despite slowdown in the property sector.

Despite strong trade growth, congestion unwinding in H1 FY24 kept earnings subdued. In Q3 FY24, congestion in Brazil surged as low river water levels impacted dispatch of cargo to ports, resulting in long queue of vessels waiting to load grains. Capesize earnings surged counter seasonally during Dec and Q4 FY24 as Brazil iron ore exports surprised on the upside due to lower weather disruptions.

The conflict in Red Sea meant that a higher proportion of vessels started re-routing through the Cape of Good Hope in Q4 FY24, thus adding to the ton-miles.

The table below shows the market spot earnings of the various categories of dry bulk ships over the financial year (		in $/day):
	FY 24	FY 23	YoY Change
Capesize	20,621	14,760	40%
Kamsarmax	14,041	17,735	-21%
Supramax	12,072	18,339	-34%

Asset Values

Asset values across all dry bulk segments have firmed up in line with the strength in freight market. Asset values have increased between 5 - 25 % during FY24 depending on the segment and age profile of the vessel.

Outlook

Overall dry bulk trade is likely to grow in FY25, mainly on the back of rising coal imports into China and India. Chinese domestic coal production declined over last few months due to tighter safety measures. If this decline continues, imports will remain supported. Rising electricity demand and falling hydro electricity generation are likely to ensure increasing coal imports into India.

China''s iron ore import growth is likely to slow down in FY25 owing to higher domestic iron ore inventory levels along with slowing steel production. Moreover, weakness in Iron ore prices could restrict the supply from marginal price-sensitive exporters. Grain trade could do well in FY25, however risk of disruption to Black Sea grain exports due to war continues to persist.

The total bulk carrier orderbook stands at 9% of the fleet, with Capesizes being best placed with an orderbook of 6% of the fleet. Fleet is likely to grow at ~3% in CY 2024, in line with fleet growth in CY 2023.

The Red Sea conflict will be a wildcard and continuing disruption will support ton-mile growth as vessels divert away from the Suez Canal.

FLEET SIZE AND CHANGES DURING THE YEAR

As on March 31,2024, your Company''s fleet stood at 42 vessels, comprising 28 tankers (6 crude carriers, 18 product carriers, 4 LPG carriers) and 14 dry bulk carriers (2 Capesize, 8 Kamsarmax, 4 Supramax) with an average age of 13.94 years aggregating 3.36 Mn dwt.

During the financial year, your Company:

a) took delivery of a Medium Range product carrier ''Jag Parth'' and a Kamsarmax dry bulk carrier ''Jag Amaira''.

b) contracted to buy Medium Range product carriers, ''Jag Priya'' and ''Jag Prachi'' (delivered to the Company subsequent to the end of the financial year).

c) sold and delivered to the buyers an Aframax Crude oil carrier ''Jag Lavanya'', Supramax Dry bulk carrier ''Jag Rohan'' and Medium Range product carrier ''Jag Prabha''.

d) contracted to sell a Medium Range product carrier, ''Jag Pahel''.

A detailed Asset Profile section forms part of this Annual Report.

KEY FINANCIAL RATIOS

Conventional return ratios are not appropriate to assess the performance or condition of your Company, for the following reasons:

1. A very significant part of the return in shipping comes from the appreciation in the value of the asset itself. This does not enter the Profit and Loss account except at the time of sale.

2. In recent years, due to the change in accounting standards, the Company''s profits have been affected very significantly by the movement in exchange rates. This has generally had the effect of increasing the Company''s profits when the rupee appreciates against the US Dollar, and of reducing its profits when the rupee depreciates against the US Dollar. In reality, the depreciation of the rupee against the US Dollar improves the profitability of the Company.

Considering the cyclical and highly volatile nature of the shipping industry, the ability to survive weak markets, and if possible, even take advantage of them, is critical to success. The Company therefore believes that the following are the key financial ratios applicable to its business:

1. Gross and Net Debt:Equity Ratio - This shows the extent of leverage taken by the business, both at a gross level and net of the cash and cash equivalents held. Net debt:equity is a standard ratio used in assessing a shipping company''s creditworthiness.

There has been a significant improvement in these ratios over the course of FY 24, as a result of cash accrual, repayment of debt and increase in net worth during the year.

	FY 24	FY 23
Gross	0.22	0.30
Net	-0.32	-0.20

2. Cash Debt Service Coverage Ratio - This represents the Company''s ability to meet its debt servicing obligations. It is the sum of the PBIDT plus the cash and cash equivalents held by the Company divided by the expected debt service payments over the next 12 months.

This ratio stood at 12.76 as of end FY 24 versus 12.82 at the end of the previous financial year. The marginal decrease in the ratio is due to (i) slightly lower PBIDT and (ii) higher repayment in the next 12 months.

3. Net Debt:PBIDT - This shows the number of years earnings it would take to cover the repayment of the debt which is not covered by the cash and cash equivalents.

The ratio was -1.07 as of end FY 24 versus -0.54 as at the end of the previous financial year. The level of the ratio is not currently relevant since the net debt is negative in FY 24.

4. Return on Net Worth - The ratio was 24.55% for FY 24 vs 31.17% for FY 23. The decrease was due to slightly lower profitability and higher net worth base during the year as against the previous year.

RISKS AND CONCERNS

Your Company has carried out a detailed exercise to identify the various risks faced by your Company, and has put in place mitigation, control and monitoring plans for each of the risks. Risk owners have been identified for each risk, and these risk owners are responsible for controlling the respective risks. The efficacy of these processes is monitored on a regular basis by Risk Committees for the different areas in order to make continuous improvement and is further reviewed by the Risk Management Committee.

The Risk Management Committee currently consists of Mr. Bharat K. Sheth, Chairman, Mrs. Rita Bhagwati, Dr. Shankar N. Acharya, Mr. Shivshankar Menon, Mr. T. N. Ninan, and Mr. G. Shivakumar. Mr. Tapas Icot is a permanent invitee to the meetings of the Risk Management Committee.

The Board of Directors and Audit Committee are regularly briefed on your Company''s risk management process.

The material risks and challenges faced by your Company are as follows:

Economic Risk:

Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, if global economic growth is adversely impacted, it could have an unfavourable effect on the state of the shipping market.

Geo-Political Risk:

OPEC nations control more than one third of the world oil supply. Therefore, their decision on whether to comply with (or extend) crude production targets can have a material impact on the crude, product and LPG freight markets.

Many of the countries producing and exporting crude oil are politically volatile. Any change in the political situation in these countries may alter the supply-demand scenario. This would have a consequential impact on the tanker market.

Issues such as sanctions and wars may also affect shipping markets.

Trade Barriers:

Trade disputes between countries can turn into trade wars with erection of tariff and non-tariff barriers. The manner in which such barriers are implemented could have significant impact on trade volumes and routes.

Chinese Economy:

China has been a major driver of global growth especially for commodities. If the economy falters or changes its policy towards import of various commodities, the consequential damage to shipping will be significant.

CHALLENGES FACED BY THE SHIPPING BUSINESS

Earnings Volatility:

The shipping industry is a truly global business with a host of issues potentially impacting the supply demand balance of the industry. This results in tremendous volatility in freight earnings and asset values.

Your Company attempts to manage that risk in various ways.

If your Company believes that the freight market could weaken, it may enter into time charter contracts ranging from 6 months to 3 years or use freight derivatives to hedge the risk. Another method of managing risk is by adjusting the mix of assets in the fleet through sale or purchase of ships.

Your Company also ensures that assets are bought at cheap prices as capital cost is a major cost component. Your Company hopes to weather the depressed markets better than most players in the business by having among the lowest fleet break-evens.

Your Company operates ships in different asset classes and different markets. This ensures that your Company''s fortunes are not fully dependent upon a single market.

Liquidity Risk:

The sale and purchase market and time charter markets are not always liquid. Therefore, there could be times when your Company is not able to position the portfolio in the ideal manner.

Finance Risk:

Your Company''s business is predominantly USD denominated as freight rates are determined in USD and so are ship values. Your Company has its liabilities also denominated in USD. Any significant movement in currency or interest rates could meaningfully impact the financials of your Company.

Shipboard Personnel:

Indian officers continue to be in great demand all over the world. Given the unfavourable taxes on a seafarer sailing on an Indian flagged vessel, it is becoming increasingly difficult to source officers capable of meeting the modern-day challenges of worldwide trading.

Cyber Risk:

A new and worrying threat to the Company''s business is cyber risk. Your Company is taking steps to secure its assets and systems from this threat, including by having suitable protection in place and by constant training to employees on how to avoid such issues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal financial control systems which are adequate for the nature of its business and the size of its operations. The policies and procedures adopted by your Company ensure the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The systems have been well documented and communicated. The systems are tested and audited from time to time by your Company and internal as well as statutory auditors to ensure that the systems are reinforced on an ongoing basis. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

The internal audit is carried out by a firm of external Chartered Accountants (Ernst & Young LLP) and covers all departments. Your Company also has an independent Internal Audit Department. Apart from facilitating the internal audit by Ernst & Young LLP, the Internal Audit Department also conducts internal audit as per the scope decided from time to time.

Both Ernst & Young LLP and Head (Internal Audit) report to the Audit Committee in their capacity of internal auditors of your Company.

In the beginning of the year, the scope of the internal audit exercise including the key business processes and selected risk areas to be audited are finalised in consultation with the Audit Committee. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Audit Committee currently comprises of Mr. T. N. Ninan (Chairman), Mrs. Bhavna Doshi, Mr. Raju Shukla and Mrs. Rita Bhagwati, all of whom are Independent Directors and Mr. Berjis Desai, who is a Non-Executive Director on the Board of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited Consolidated Financial Statements together with Auditor''s Report thereon form part of the Annual Report.

The group recorded a consolidated net profit of J 2614.18 crores for the year under review as compared to net profit of J 2575.01 crores for the previous year. The net worth of the group as on March 31,2024 was J 12397.45 crores as compared to J 10275.36 crores for the previous year.

SUBSIDIARIES

The statement containing the salient features of the financial statements of your Company''s subsidiaries for the year ended March 31,2024 is attached along with the financial statements of your Company.

The report on performance of the subsidiaries is as follows:

Greatship (India) Limited, Mumbai

Greatship (India) Limited (GIL), wholly owned subsidiary of your Company and one of India''s largest offshore oilfield services provider, experienced an improved year of performance in the backdrop of market positivity. In the financial year 2023-24, GIL has recorded a total income of J 888.51 crores (previous year J 804.19 crores) on a standalone basis and J 1,098.07 crores (previous year J 938.23 crores) on a consolidated basis. In the current financial year, GIL has earned a profit before interest, depreciation (including impairment) & tax of J 353.23 crores (previous year J 316.04 crores) and J 481.80 crores (previous year J 346.97 crores) on a standalone and consolidated basis, respectively. GIL''s net profit for the current financial year is J 58.56 crores (previous year J 56.32 crores) and J 134.70 crores (previous year J 33.62 crores) on a standalone and consolidated basis, respectively. GIL has been consistently bringing down its net bank debt and the same has for the first time become negative at J 6.67 crores as of the end of FY24 (as compared to J 263.43 crores at end of FY23).

GIL has the following four wholly owned subsidiaries, whose performance during the year is summarised hereunder:

1. Greatship Global Energy Services Pte. Ltd., Singapore (GGES)

GGES has earned a net profit of USD 0.27 Mn for the current financial year as against the net profit of USD 0.11 Mn in the previous year. The increase in net profit in the current year has been on account of the higher interest received on bank deposits attributable to higher deposit amounts.

2. Greatship Global Offshore Services Pte. Ltd., Singapore (GGOS)

GGOS owns and operates two Multi-purpose Platform Supply and Support Vessels and one R-Class Supply Vessel. GGOS has earned a net profit of USD 13.42 Mn for the current financial year as against the net profit of USD 1.80 Mn in the previous year. The reason for the increase in profit in current financial year is due to higher charter rates and vessel utilization, as well as higher interest received on bank deposits attributable to higher deposit amounts.

3. Greatship (UK) Limited, United Kingdom (GUK)

GUK''s net loss for the current financial year amounted to USD 0.02 Mn same as in the previous year. The net loss in the current financial year has been on account of certain expenses incurred by GUK.

4. Greatship Oilfield Services Limited, India (GOSL)

During the year under review, on account of reversal of certain provisions, GOSL has earned a net profit of less than J 0.01 crore for the current financial year as against the net loss of less than J 0.01 crore in the previous year.

The Greatship (Singapore) Pte. Ltd., Singapore

The Greatship (Singapore) Pte. Ltd. is a wholly owned subsidiary of your Company. The Greatship (Singapore) Pte. Ltd. does shipping agency business for the ships owned by your Company. During the year ended March 31, 2024, there were 101 ship calls at Singapore. The company''s profit for the current financial year amounted to S$ 118,978 as against the loss of S$ 43,948 in the previous year.

The Great Eastern Chartering LLC (FZC), U.A.E.

The Great Eastern Chartering LLC (FZC) is a wholly owned subsidiary of your Company. During the year ended March 31, 2024, the company made a profit of USD 15.08 Mn (previous year profit of USD 21.48 Mn). The company has invested in shares of some listed shipping companies and these shares were valued at USD 40.91 Mn as of March 31, 2024.

During the year, the company made an investment of USD 2 Mn in equity shares of its wholly owned subsidiary, The Great Eastern Chartering (Singapore) Pte. Limited, Singapore.

The Great Eastern Chartering (Singapore) Pte. Ltd., Singapore

The Great Eastern Chartering (Singapore) Pte. Ltd. is a wholly owned subsidiary of The Great Eastern Chartering LLC (FZC), UAE. During the financial year ended March 31, 2024, the company made a profit of USD 7.83 Mn (previous year profit of USD 3.10 Mn). The company held positions in dry bulk freight futures and fuel oil futures as of March 31, 2024.

During the year, the company received an investment of USD 2 Mn in its equity shares from its parent company, The Great Eastern Chartering LLC (FZC), UAE.

Great Eastern CSR Foundation, India

Great Eastern CSR Foundation (Foundation) is a wholly owned subsidiary of your Company which handles the CSR activities of your Company and its subsidiaries. The Foundation received a total contribution of J 24.73 crores from your Company during the year ended March 31,2024. The Foundation spent J 18.77 crores on CSR activities during the year.

Details of CSR activities carried out by Great Eastern CSR Foundation are set out in the reports on CSR activities which form part of this Annual Report.

Great Eastern Services Limited, India

Great Eastern Services Limited is a wholly owned subsidiary of your Company. The company has not yet started its commercial operations. The company made a loss of J 42,186 for the year ended March 31,2024 as compared to a loss of J 41,300 for the year ended March 31, 2023.

GESHIPPING (IFSC) LIMITED, India

GESHIPPING (IFSC) LIMITED was incorporated on May 02, 2024 as a wholly owned subsidiary of your Company in International Financial Services Centre (''IFSC'') at Gift City, Gandhinagar, Gujarat with the main object of ''ship leasing'' which shall include owning, operating and chartering of vessels and other permissible activities as per the International Financial Services Centres Authority Act, 2019.

DEBT FUND RAISING

During the year, no fresh debt was raised. The gross debt:equity ratio as on March 31, 2024 was 0.22:1 (including effect of currency swaps on rupee debt was 0.26:1) and the debt:equity ratio net of cash and cash equivalents as on March 31, 2024 was -0.32:1 (including effect of currency swaps on rupee debt was -0.27:1). The Company redeemed Non-Convertible Debentures aggregating to J 250.00 crores during the year and also settled the swaps relating to those debentures.

HEALTH, SAFETY, ENVIRONMENT AND QUALITY (HSEQ)

The last couple of years have been very challenging for the shipping industry due to geopolitical instability grappling the economy and the businesses across the globe owing to Russia-Ukraine war and trade disruption in Red Sea due to attacks on merchant ships. Your Company''s committed teams on board and ashore ensured the implementation of risk-based plan, helping in minimizing its impact on business operations to a larger extent.

Your Company believes in ensuring clean seas, reducing generation of waste and avoiding pollution at sea. This year also your Company had zero spills to sea. Continuing its quest to decarbonize the fleet, your Company has fitted redesigned efficient propellers on selected ships, conducted trials with an in-transit hull cleaning robot and an ultrasonic equipment for biofouling protection of propeller on two different vessels, and continued with other earlier initiatives like fitment of Mewis Duct, LED lighting and application of high performance hull coatings. Additionally, the Company is in process of generating voluntary market carbon credits for the applicable energy savings devices from Gold Standards and also enrolled selected ships in Environmental Ship Index (ESI) program.

Your Company cares for its employees and have taken enhanced measures towards their health and safety. For the benefits of all shore employees the Company continued arrangements like continued work from home option for junior ranks and remote offices located in Mumbai suburbs. For the benefits of seafarers, a remote expert counselling service for mental wellbeing, enhanced pre-employment mental examination from the experts, annual health insurance for senior officers and their spouses and a dedicated crew relationship officer for managing their welfare to enhance their relationship with the organization are in place.

TRAINING AND ASSESSMENT

Training and Assessment (T&A) department remains committed to your Company''s vision and mission of manning your entire fleet with competent and well-trained seafarers. To meet the ever-evolving demands of the maritime industry, the department is engaged in providing high-quality training to the seafarers.

Your Company''s Training Centre is regularly audited by Det Norske Veritas (DNV), and based on the positive outcome, it continues to operate as a certified Maritime Training Provider (MTP), offering various trainings that align with the latest industry and regulatory standards. Your Company is dedicated to staying ahead of the curve and equipping professionals with the skills and knowledge needed to thrive in the maritime sector, which will hold your Company in good stead in achieving its goals of operational excellence and sustainability.

Your Company''s training centre houses a state-of-the-art simulator and facilitates a range of value-added in-house and external courses, workshops, computer-based trainings and competency assessments for the Company''s seafarers. For the training of your Company''s seafarers, a Full Mission Engine Room Simulator (FMERS) on the latest electronic marine propulsion engines, incorporating detailed main engine models and auxiliaries for complete operational training, including Ballast Water Treatment and Exhaust Gas Scrubber systems, has been newly installed at the Great Eastern Institute of Maritime Studies, Lonavala.

Recently, your Company launched the SKILL-UP programme to guide career progression and focus on competency management of seafarers. The training and assessments are aligned with industry best practices such as INTERTANKO Competence Management Guidance. The Company has a robust system of competency assessments for all ranks of seafaring officers prior to their recruitment and promotion to the next higher rank. This process ensures that skilled individuals crew your Company''s fleet.

The T&A department is involved with various industry regulatory bodies and stays informed about industry changes to ensure that your Company''s training programs are in tune with the current regulatory environment and prepared for future challenges.

In addition to competency development, your Company''s training matrix comprises environment-related courses such as EEXI, CII & SEEMP III, Environmental Management, Inventory of Hazardous Material (IHM), Environmental Officer Training Course, various courses on different types of Ballast Water Management System and Exhaust Gas Cleaning System (Scrubber), Basic & Advanced Training for Ships Operating in Polar Waters, etc. All these courses have been further customized to suit the needs of various ranks.

Realizing the importance of mental health and emotional well-being of seafarers, the Company has included relevant courses in the Company training matrix.

IT INITIATIVES

In FY 2023-24, the IT department spearheaded several pivotal initiatives that fortified your Company''s technological infrastructure and bolstered its operational resilience against cyber threats. These endeavors not only facilitated seamless business operations but also ensured adherence to industry standards, process enhancements and regulatory compliance.

Application and Business Intelligence Initiative

The Company''s primary focus has been business enablement using various emerging technologies for enhancement of process standardization and automation within the ''Rise with SAP'' framework and with ongoing implementations including Accounts Payable (AP) automation. Also, your Company is currently rolling out Enterprise Analytics initiative for Decision Support System across different departments. These analytics dashboards are designed to enhance Data Visibility and Accessibility, empowering departments to monitor business performance and make informed decisions. Concurrently, the Company is also focusing on identifying process automation opportunities across DOC and Non-DOC functions, legacy platform modernization and establishing data governance processes to support the organization''s growing data needs. Through these strategic efforts, the objective is to improve operational efficiency, and enable decision making using integrated data management systems, ultimately driving positive business outcomes and maintaining a competitive edge.

Business Continuity Plan

Great Eastern IT remains steadfast in ensuring the resilience of its systems, with a robust business continuity plan designed to maintain high availability in the face of potential disasters. This approach enables swift responses to disruptions, minimizing downtime and data loss, thereby ensuring the uninterrupted continuity of critical business operations throughout FY 2023-24.

Technology Transformation Initiatives:

Transformational efforts such as modernized infrastructure, a cloud-first strategy and the establishment of a comprehensive Disaster Recovery Site (DR) have positioned the Company to seamlessly operate from any location without compromising employee productivity. These initiatives underscore the Company''s commitment to adaptability and resilience in an evolving technological landscape.

Ship IT Management

Significant upgrade initiatives are being undertaken for improving real-time communication with vessels using satellite communication technologies including LEO satellite communication. These new technologies offer enhanced bandwidth, facilitating the implementation of cutting-edge solutions for vessel performance optimization and IoT-based monitoring and management. Concurrently, the implementation of industry-standard products like Stormgeo for vessel performance Management, Harbor Lab for agency operations management and VESON IMOS platform for commercial

management is underway, bolstering ship management capabilities. Additionally, ongoing upgrades to vessel IT infrastructure promise improved performance and user experience across the board.

Cyber Resilience

Cyber resilience remains paramount within the international maritime sector, and our commitment to fortifying cybersecurity measures for both Ships and Shore operations remains unwavering. Through initiatives aimed at safeguarding the integrity of its information and IT assets, the Company has elevated its cybersecurity posture to effectively thwart advanced cyber threats.

The Company has implemented industry-leading technology solutions for end-point protection, ensuring robust defence mechanisms against cyber intrusions. Concurrently, the Company has prioritized fortifying the underlying infrastructure components, continually upgrading solutions to the latest stable versions to bolster overall security posture.

The Company''s commitment to continuous improvement is evident through active participation in cyber security transformation initiatives, enabling it to benchmark against industry standards and enhance its cyber resilience iteratively.

To ensure adherence to industry benchmarks, the Company engages in Cyber Program Management with third-party experts and conducts regular Vulnerability Assessments & Penetration Tests to identify and address potential vulnerabilities effectively.

Future Roadmap

Your Company is committed to the continuous modernization of technology, driven by a well-defined IT Strategy and Digital Transformation Roadmap that is being meticulously executed. Within the framework of this strategy, the Company has embarked on a comprehensive transformation of both its processes and technology across all business functions. The Company''s agenda includes the adoption of industry-leading practices in Shipping, with a spotlight on automating DOC Process Areas to boost operational efficiency and crafting Strategic and Analytical Dashboards for data-driven decision-making. The Company is also working to continually enhance its Ship IoT capabilities, with the aim to augment efficiency, safety, and reduce the environmental impact of its shipping activities. Furthermore, the Company is charting a course towards the integration of Artificial Intelligence (AI) and Robotic Process Automation (RPA) into the fabric of its daily operations. This approach aims to enhance productivity by automating routine, timeconsuming tasks, thereby liberating its talent to delve more deeply into value-adding activities that require strategic thought and decision-making.

HUMAN RESOURCES

The 75th anniversary of the Company was celebrated on the 11th of August, 2023 amidst festivity and zeal with enthusiastic participation from employees and alumni. The event rekindled nostalgic memories and generated optimism and renewed commitment towards building an even brighter future for the organization.

Hybrid models and co-working spaces have enabled employees to attain work-life balance and flexibility without impacting productivity. A combination of online and in-person training methodologies was adopted to impart learning to employees. The Company continued its tie-ups with online learning platforms such as LinkedIn Learning, Harappa and ET Grandmasters. Sessions on Influencing skills, Business Simulations, POSH, Ethics and Governance along with specific functional programs were conducted during the year. Access was provided to all employees for Thrive Cafe, an online wellness portal. Various social events were organized to help improve bonding and fellowship among employees.

The employee engagement score touched a healthy 80% during the year. Shore employee retention was 96%.

Total number of shore staff and ship board personnel was 271 and 1,830 respectively at the end of the year.

THE GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

In the fiscal year 2023-2024, The Great Eastern Institute of Maritime Studies continued to uphold unparalleled standards in maritime training, facilitating substantial opportunities for national visibility and growth.

GEIMS has once again demonstrated its commitment to excellence by receiving the prestigious ''Excellence in Maritime Training'' award from the Ministry of Shipping at the 60 th National Maritime Day. This recognition reaffirms the institute''s dedication to upholding superior training standards.

This year marked significant expansion efforts for GEIMS, including its inaugural roadshow at the Gabit Mahotsav, Sindhudurg, Maharashtra. GEIMS extended guidance to numerous individuals interested in pursuing careers in the merchant navy. Similar roadshows were successfully conducted across 26 colleges and universities in Maharashtra, Assam, Meghalaya and Goa, broadening its reach and fostering greater awareness of maritime career opportunities.

In FY 2023-24, GEIMS proudly graduated 412 cadets from its four pre-sea courses: DNS, GME, ETO and GP Rating. Additionally, GEIMS welcomed 416 new cadets into these esteemed programs, further solidifying its role in shaping the future of maritime professionals.

The highlight of the year was the vibrant celebration of GEIMS''s 19th Foundation Day. Notably this was the first time this day was being celebrated. The event, graced by esteemed guests including Shri. Shyam Jagannathan, DG Shipping and Capt. M. P. Bhasin, MD, MSC Crewing Services, honored Cadet Simarleen Kaur with the ''Best Girl Cadet of the Year'' award. The event garnered significant media coverage, underscoring GEIMS''s prominence in the maritime industry.

GEIMS''s commitment to excellence is reflected in its consistent CIP grade of ''A ''. Its CIP points increased from 96.05% to 97.1% this year, a testament to its unwavering dedication to enhancing maritime training standards. These achievements, coupled with its relentless pursuit of improvement, position GEIMS for further success and growth in the years to come.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been conscious of its role as a good corporate citizen and strives to fulfil this role by running its business with utmost care for the environment and all the stakeholders. Your Company looks at Corporate Social Responsibility (CSR) activities as a significant tool to contribute to the society.

The Board of Directors of your Company has constituted a Committee of Directors, known as the Corporate Social Responsibility Committee, currently comprising of Mrs. Rita Bhagwati (Chairperson), Dr. Shankar N. Acharya and Mr. Bharat K. Sheth to steer its CSR activities.

Copy of the Corporate Social Responsibility Policy of your Company as recommended by the CSR Committee and approved by the Board is enclosed as ''Annexure A''. The CSR Policy is also available on the website of your Company: www.greatship.com.

The CSR Policy is implemented by your Company through Great Eastern CSR Foundation, a wholly owned subsidiary of your Company, specifically set up for the purpose.

During FY 2023-24, J 24.73 crores were contributed by your Company to Great Eastern CSR Foundation for undertaking CSR activities as per the provisions of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is enclosed herewith as ''Annexure B''.

DIRECTORS

Following appointments / re-appointments were approved by the members at their Annual General Meeting held on August 03, 2023:

• Re-appointment of Mr. Berjis Desai as a Director of the Company, liable to retire by rotation.

• Appointment of Mrs. Bhavna Doshi as an Independent Director of the Company for a term of 3 years w.e.f. May 12, 2023.

The Board of Directors, at its meeting held on August 03, 2023, appointed Mr. Keki Mistry as Additional Director and Independent Director of the Company for a term of 5 years w.e.f. August 09, 2023. The members approved his appointment by passing a special resolution through postal ballot, the results of which were declared on September 20, 2023.

The first term of office of Mr. Raju Shukla and Mr. Ranjit Pandit as Independent Directors of the Company expired on May 31, 2024. The members re-appointed them as Independent Directors of the Company for a second term of 3 years w.e.f. June 01, 2024, by passing a special resolution through postal ballot, the results of which were declared on May 03, 2024.

Mr. K. M. Sheth shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors, at its meeting held on May 10, 2024, recommended to the members at the ensuing Annual General Meeting, the appointment of Ms. Kalpana Morparia as an Independent Director of the Company for a term of 5 years w.e.f. November 14, 2024. She brings with her years of rich experience and knowledge of working with various companies, which will be of immense benefit to your Company. Notice under Section 160 of the Companies Act, 2013 has been received in respect of her appointment as an Independent Director of the Company.

Pursuant to the new Regulation 17(1D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on May 10, 2024, also recommended to the members at the ensuing Annual General Meeting, the continuation of Mr. Bharat K. Sheth and Mr. Ravi K. Sheth as Directors of the Company not liable to retire by rotation.

Necessary resolutions for re-appointment of Mr. K. M. Sheth as a ''Director retiring by rotation'', appointment of Ms. Kalpana Morparia as an ''Independent Director'' and continuation of Mr. Bharat K. Sheth and Mr. Ravi K. Sheth as ''Directors not liable to retire by rotation'' have been included in the Notice convening the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section

149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

The policies on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees are enclosed herewith as Annexures ''C'' and ''D'' respectively.

The details of remuneration as required to be disclosed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure ''E''.

During the year, Mr. Bharat K. Sheth, who is also the Non-executive Chairman of Greatship (India) Ltd. (GIL), a wholly owned subsidiary of the Company, was in receipt of remuneration of J 54,00,000/- for FY 2022-23 from GIL. The Board of Directors of GIL have approved payment of remuneration of J 72,00,000/- for FY 2023-24 to Mr. Bharat K. Sheth, subject to GIL''s shareholders'' approval.

BOARD MEETINGS

During the year, 7 meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report.

BOARD EVALUATION

With a view to bring in objectivity and independence in the process of performance evaluation of the Board, its Committees and individual Directors, your Company engaged the services of Talentonic HR Solutions Private Limited (Talentonic'') to assist in conducting performance evaluation for FY 2023-24.

Talentonic conducted the assessment in line with the regulatory requirements and leading practices in the market and submitted its Board Evaluation Reports. They made a comprehensive presentation of their findings at the meeting of the Independent Directors of the Company. The annual performance evaluation of the Board, its committees and all the Directors individually was done based on the same.

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of Independent Directors reviewed performance of your Company, Board as a whole and Non-Independent Directors (including Chairman) of your Company. The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of your Company and the Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) of the Companies Act, 2013, the Board of Directors hereby state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has formally adopted the ''National Guidelines on Responsible Business Conduct'' (''NGRBC'') issued by Ministry of Corporate Affairs. The applicable aspects of the principles of NGRBC have been suitably incorporated in the internal policy framework and operating processes followed by your Company.

The Business Responsibility and Sustainability Report (BRSR) as per the format specified by Securities & Exchange Board of India forms part of this Annual Report.

A separate section on Environment, Social & Governance (ESG) also forms part of this Annual Report.

Copy of Annual Return as required under Section 92(3) of the Companies Act, 2013 has been placed at the website of your Company: www.greatship.com

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

With a view to create safe workplace, your Company has formulated and implemented Sexual Harassment (Prevention, Prohibition and Redressal) Policy in accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. For the purpose of handling and addressing complaints regarding sexual harassment, your Company has constituted Internal Complaint Committee with an external lady representative (who has the requisite experience in this area) as a member of the Committee. To build awareness in this area, your Company also conducts awareness programmes within the organisation.

During the year, no complaints with allegations of sexual harassment were received by the Company.

VIGIL MECHANISM

Your Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

A copy of the Whistle Blower Policy is available on the website of your Company: www.greatship.com

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on dealing with Related Party Transactions, a copy of which is available on the website of your Company: www.greatship.com

The particulars of contracts or arrangements with related parties in Form AOC 2 is annexed herewith as "Annexure F”.

All the related party transactions have been entered into by your Company in the ordinary course of business and on arm''s length basis.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of your Company is available on the website of your Company: www.greatship.com

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

Conservation of Energy

In order to align with IMO''s GHG revised emission reduction targets and to prepare for a low carbon future, your Company has been undertaking various initiatives about enhancing energy efficiency in its business operations. The same have also been described in detail in the BRSR & ESG Report, which forms part of this Annual Report.

Energy Saving Technologies

In our efforts to reduce emissions, your Company has implemented following energy efficiency projects on various vessels during this financial year. Few of these will help us in complying with IMO''s EEXI and CII regulations on emission reduction:

• Redesigned Propellers - Fitted on 02 LR tankers in this fiscal and plan to complete on rest of the 02 tankers in their upcoming respective drydocking in Q1FY25. These propellers are lighter in weight and have an improved design profile which will help in emissions reduction.

• Mewis duct - 01 vessel. It''s a device which improves the flow of water on to propeller and thus its efficiency. It also helps in reduction of underwater noise.

• LED lighting - 08 vessels. LED lights are energy efficient as compared to traditional lights such as fluorescent, halogen and incandescent lights.

• High performance paints - For a typical ship loss of energy through hull resistance is around 30% and this increases with growth of hull roughness due to biofouling. To minimize growth of biofouling, your Company has applied superior anti-fouling coatings on 08 vessels during their respective dry dockings in this financial year.

• Research -

- Conducted trials with an in-transit hull cleaning robot on 02 vessels.

- Trials in progress with an ultrasonic device for propeller protection from biofouling on 01 vessel.

COMPLIANCE WITH IMO DCS, EU MRV AND EU ETS REGULATIONS

IMO DCS Data for the calendar year 2022 has been submitted to R.O. by the due date for their review. A similar exercise for corresponding requirement of European Union, but applicable to vessels which have made commercial voyages to or from EU for the calendar year 2022, has been completed.

For EU ETS, we have contracted with a broker for the purchase and management of EU allowances for non-pool vessels and for pool vessels it will be handled by respective pool managers.

The Company has been assigned Spanish Registry for opening of Maritime Operator Holding Account for holding and submission of EUA allowances by EU. We have already initiated the process for the same and expect the account to be opened in Q1FY25.

QUANTIFICATION AND REPORTING OF GHG EMISSION

Your Company, since FY 2015-16 has started to capture and quantify GHG emission from its business operations in a transparent and standardized manner for the information of stakeholders of your Company on a voluntary basis. The GHG emission quantification and reporting has been done taking into account:

• ISO 14064-1 (2006) Greenhouse gases - Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals, and

• The Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard (Revised edition) published by World Business Council for Sustainable Development and World Resources Institute.

COMPLIANCE WITH ENERGY EFFICIENCY EXISTING SHIP INDEX (EEXI) AND CARBON INTENSITY INDICATOR (CII)

Your Company has completed the installation of engine power limitation (EPL) on all applicable vessels except one to meet the EEXI requirements basis the calculations done in last fiscal with the support of Classification Societies.

Your Company is tracking and monitoring the Carbon Intensity Indicator (CII) ratings for all its vessels. This will help the organization in timely identifying the vessels which require improvement and appropriate actions can be planned accordingly. 88% of the Company''s ships are rated C or better basis the preliminary assessment.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP were re-appointed as the Statutory Auditors of your Company at the Annual General Meeting held on July 29, 2022 to hold office until the conclusion of the 79th Annual General Meeting to be held in the calendar year 2027.

The report given by the Auditors on the financial statements of your Company is part of this Report. There are no qualifications, adverse remarks of disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company appointed M/s. Mehta & Mehta, Company Secretaries to undertake the Secretarial Audit of your Company for the financial year ended March 31, 2024. The Secretarial Audit Report of your Company is annexed herewith as "Annexure G”.

The Secretarial Audit Report of Greatship (India) Limited, the material unlisted Indian subsidiary of your Company, is annexed herewith as "Annexure H”.

FOREIGN EXCHANGE EARNINGS AND OUTGO The details of Foreign Exchange Earnings and Outgo are as follows:	(K in crores)
a) Foreign Exchange earned on account of freight, charter hire earnings, sales proceeds of ships, etc.	3590.96
b) Foreign Exchange used including operating expenses, capital repayment, down payments for acquisition of ships, interest payment, etc.	2491.90

OTHER DISCLOSURES

Mr. Jayesh M. Trivedi, President (Secl. & Legal), relinquished his position as the ''Company Secretary'' of the Company with effect from July 01, 2023.

The Board of Directors, at its meeting held on May 12, 2023, appointed Mr. Anand Punde, Deputy General Manager (Secl. & Legal), as the ''Company Secretary'' of the Company with effect from July 01,2023.

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not required by your Company.

Neither any application was made, nor any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 in respect of your Company during or at the end of the financial year 2023-24.

The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees through their dedicated services to your Company. Your Directors look forward to their continued support.

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Mar 31, 2023

Your Directors are pleased to present the 75^th Annual Report on the business operations and the Financial Statements of your Company for the financial year ended March 31,2023.

FINANCIAL PERFORMANCE

The financial results of your Company (standalone) for the financial year ended March 31,2023 are presented below:

Total Revenue Total Expenses		('' in crores)
	2022-23	2021-22
	5096.18 2707.59	2966.39 2135.84
Profit before tax	2388.59	830.55
Less : Tax Expenses	36.58	18.88
Profit for the year	2352.01	811.67
Retained Earnings
Balance at the beginning of the year	2556.51	2135.71
Add:
- Profit for the year	2352.01	811.67
Less:
- Other Comprehensive Loss	4.05	12.51
- Transfer to Tonnage Tax Reserve	450.00	150.00
- Dividend paid during the year	359.77	198.40
- Tax on Buyback of equity shares	-	29.96
Balance at the end of the year	4094.70	2556.51

The net worth of your Company as on March 31,2023 was '' 8520.25 crores as compared to '' 6571.43 crores for the previous year.

The financial statements have been prepared in accordance with the Indian Accounting Standards (IndAS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

DIVIDEND

During the year, your Directors declared and paid three interim dividends aggregating to '' 19.80 per share. Subsequent to the end of the year, your Directors declared fourth interim dividend of '' 9.00 per share. The aggregate outflow on account of the equity dividend for the year will be '' 411.16 crores.

Your Directors have not recommended any final dividend for the year under review.

BUYBACK OF EQUITY SHARES

During the previous year, your Directors had announced buyback of the Company’s equity shares from the open market through stock exchanges at a price not exceeding '' 333 per share for an aggregate amount not exceeding '' 225 crores (''Maximum Buyback Size’). The buyback commenced on January 07, 2022 and closed on July 06, 2022.

The Company bought back 41,99,323 equity shares utilizing '' 133.23 crore which represents 59.21% of the Maximum Buyback Size. The highest, lowest and average market price at which the shares were bought back was '' 333.00, '' 301.65 and '' 316.21 per share respectively.

Consequent upon the buyback, the paid-up equity share capital of your Company was reduced from '' 1,46,96,64,840 comprising of 14,69,66,484 equity shares of '' 10 each to '' 142,76,71,610 comprising of 14,27,67,161 equity shares of '' 10 each.

MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY PERFORMANCE

In Financial Year 2022-23 (FY23), your Company recorded a total income of '' 5096.18 crores (Previous Year '' 2966.39 crores) and earned a PBIDT of '' 3097.88 crores (Previous Year '' 1542.78 crores).

MARKET ANALYSIS

CRUDE TANKER MARKET

Crude tanker earnings were around operating expense (opex) levels for about one and a half years prior to the start of FY23 as COVID-19 took a toll on oil demand. Earnings surged in FY23 to levels not seen since FY09, mainly due to trade disruptions caused by the Russia-Ukraine war.

Following the start of the Russia-Ukraine conflict, many participants in the oil and tanker markets began to self-sanction even before EU’s official ban on Russian crude imports took full effect on December 05, 2022, reshaping both Russia’s exports and EU’s imports during FY23. As a result, Russia’s oil exports have seen longer voyages, particularly flowing to India and China. The EU has increased imports from farther sources like Middle East and the Atlantic region. This has benefited Suezmax and Aframax tanker segments, driving higher ton miles and consequently higher freight rates.

Overall seaborne crude trade grew by ~10% y/y during FY23, recovering to pre-Covid levels. Apart from the trade flow disruption caused by the conflict, the following factors were also influential in creating a strong tanker market during the year:

1. Recovering oil products demand, historically low product inventories and elevated product cracks enabled steady crude intake into refineries during FY23. However, refinery runs were still below pre-pandemic levels.

2. Crude production increased sharply in FY23 led by both OPEC and non-OPEC with production levels in Q4 FY23 nearing pre-pandemic levels. OPEC stuck to its planned addition of ~400 kbpd each month but announced cuts of 2.0 mbpd from November, which in real terms appears to be a cut of closer to 1.0 mbpd once underproduction is accounted for.

3. In an attempt to cap prices, the US also released a record ~200 mn bbl of crude from its Strategic Petroleum Reserves. This resulted in higher than normal crude exports from the country, generating a significant amount of tanker demand.

4. On the other side, crude tanker supply was constrained as global fleet grew by 3.0% during the year. Consequently, crude tankers witnessed record high freight rates for most of FY23.

The table below captures spot market earnings for Suezmax and Aframax tankers over the financial year (in USD/day). While average Suezmax earnings for FY23 are at their highest since FY2009, Aframax earnings are higher than any year within our data set starting from FY1991.

	FY23	FY22	YOYCHANGE
Suezmax	57,481	9,079	533%
Aframax	66,332	13,609	387%

PRODUCT TANKER MARKET

As in the case of crude, product tanker earnings also boomed during FY23, and reached the highest annual earnings within our data set starting from FY1991.

Global products trade also saw healthy growth in FY23 ( 5% y/y) and recovered to pre-pandemic levels. Seaborne products trade flow was marked by incremental growth from East-of-Suez to West-of-Suez thereby aiding ton-mile growth.

While EU’s ban on Russian product imports officially began from February 05, 2023, the shift in trade patterns began to appear as early as August/September with the EU increasing its sourcing from Asia and Middle East. Russian products on the other hand are now making their way to newer destinations in Asia, Middle East, Africa and South America.

Chinese product exports were an additional catalyst to products trade as they jumped sharply in H2 FY23, led by liberal export quotas and commissioning of two large new refineries. Middle East also saw refinery capacity increases in Saudi Arabia and Kuwait, enabling higher exports from the region.

Product tanker fleet supply grew by 1.9% in nominal terms. However, supply tightness in crude markets relative to products prompted many LR2 owners to switch their vessels from clean trade to dirty trade, which further curtailed product fleet growth. LR2 product tankers are Aframax sized, and can therefore work as Aframax crude tankers if that market is stronger.

The table below captures the market spot earnings of the LR1 and MR product tankers over the financial year (in USD/day).

	FY23	FY22	YOYCHANGE
MR - Avg. Earnings	36,418	7,597	379%
LR1 MEG-Asia Earnings*	39,092	7,489	422%
* Earnings of LR1s on the Middle East to Far East route

VLGC Earnings 63,072 32,125 96%

ASSETVALUES

Both crude and product tanker asset prices followed the trend in earnings and increased sharply during the year, to levels last seen in 2008. Values have increased between 30%-100% in FY23 depending upon the age profile and the type of the vessel.

OUTLOOK

Tanker earnings are currently at highly elevated levels implying solid fleet utilizations and even a slight change in supply-demand dynamics from here can have an outsized impact on freight rates. China remains the key trigger for oil demand as it takes steps to emerge from its zero-COVID policy. Oil supply is likely to be lower y/y in absence of US SPR releases and with OPEC having announced a voluntary cut of 1.2 mbpd from May-Dec 2023. Non-OPEC suppliers such as US, Brazil, and Canada will drive global production increases in 2023 and with much of the oil demand growth coming from countries in the Far East, these incremental barrels will need to travel on longer voyages.

Moreover, uncertainty remains around Russia and its ability to sell its oil with full sanctions put in place. Circumstances such as end of war and more importantly whether sanctions on Russia are reversed or not can have profound impact on tanker earnings. It is also important to be cautious in view of the prevailing macro uncertainties, driven by higher interest rates and recession in the West, which will be an overhang on oil demand growth and therefore tanker earnings.

The fleet supply side remains favourable as the orderbook for crude and product tankers are at about 3% and 6% of the fleet respectively, the lowest levels in at least the last 27 years. At the same time the current fleet is ageing, which coupled with new regulations (EEXI/ CII), could lead to accelerated scrapping going forward.

LPG CARRIER MARKET

The VLGC freight market, which was reasonably strong in FY22,

strengthened further during FY23. VLGC TCE earnings averaged

~ 96 % higher YoY as compared to FY22.

The main factors driving the VLGC market during FY23 were:

1. Global VLGC trade demand increased ~ 11% YoY driven by increase in LPG exports from both Middle East & North America.

2. The change in the reservation rules for the Neo - Panamax locks at the Panama Canal altered trade patterns during the year.

3. The share of US - Asia VLGC trade through the Panama Canal declined on a YoY basis and more volumes had to take the longer route to Asia via the Cape of Good Hope (CoGH).

4. Additionally, at the end of the year, a higher proportion of ships ballasting towards US had to come via CoGH in wake of these new reservation rules.

5. On the supply side, the in-water VLGC fleet grew by ~ 6% YoY during FY23.

However, effective VLGC fleet supply growth was lower due to congestion at the Panama Canal, especially during H2 FY-23.

The table below captures the market spot earnings of VLGC type of

ships over the financial year (in USD/day).

ASSETVALUES

VLGC asset values increased by ~ 25% during the year driven by the strong freight market.

OUTLOOK

US LPG exports are expected to continue to grow on the back of sustained production, low domestic consumption and high inventories. Additionally, while the Middle East LPG production growth may be limited in the short term due to OPEC production cuts, the long term LPG production outlook continues to be positive on the back of an expected firm oil price environment.

LPG demand is likely to sustain mainly driven by increase in feedstock demand in the petrochemical sector. LPG continues to remain price competitive to naphtha. In addition, scheduled commissioning of new PDH plants in China would support increase in import demand into Asia. Retail demand growth in India is expected to normalize as most of the new (free) connections under the PMUY scheme have already been provided and refills may not happen at the same rate going forward.

Congestion at Panama Canal continues to remain a wild card as new booking rules prioritize other ship categories over VLGCs, which could lead to congestion during peak demand months.

On the supply side, VLGC orderbook is quite high at 20% of the fleet, and this could present headwinds to the freight market and possibly asset values.

DRY BULK CARRIER MARKETS

During FY23, dry bulk freight rates corrected from the multi-year highs seen in FY22 as the Covid - 19 related port inefficiencies normalized. On a YoY basis, Capesize earnings fell 55% while earnings for Sub - Capes fell 36%. On an absolute basis also, Sub -Capes continued to outperform Capesizes during the year.

The key factors driving the dry bulk freight market were:

1. Dry bulk fleet grew by only ~ 3 % YoY. However, effective fleet supply was much higher as most of the Covid - 19 related congestions seen last year normalized.

2. On the demand side, global dry bulk trade was only marginally positive YoY.

3. Trade demand for individual commodities showed varying trends.

4. Iron ore trade was marginally negative on the back of low steel production.

5. On the plus side, coal trade was up 5% YoY on the back of increased coal import demand from India and Europe. The Russia - Ukraine war resulted in a dramatic increase in LNG prices in Europe leading to increased coal demand for power generation.

6. The conflict was also the main reason behind a 3% YoY drop in global grain trade as Ukraine’s grain exports fell 55% YoY. Brazil and Australia made up for some of the lost Ukrainian grain volumes as exports were up by 15% and 20% respectively.

The table below shows the market spot earnings of the various categories of dry bulk ships over the financial year (in USD/day):

Capesize 14,760 32,642 -55%

Kamsarmax 17,735 27,914 -36%

Supramax 18,339 28,730 -36%

ASSETVALUES

In line with the drop in freight market, dry bulk asset values corrected between 7 - 12% during FY23. However, asset values continue to be at very healthy levels.

OUTLOOK

Outlook for the dry bulk freight market continues to be cautiously positive mainly on the back of limited fleet supply growth going forward. The current dry bulk orderbook stands at 6.9% of the fleet, which is close to the lowest seen in the 27 years.

On the demand side, the extent of the recovery of the Chinese economy continues to be the most critical factor. Coal import demand in India is expected to increase further as the "El Nino" weather phenomenon may lead to lower hydro electricity generation in the coming months.

Following are the near-term risks to the dry bulk freight market -

1. Weak property demand in China

2. Continuous steel production cuts in China to prioritize emission controls

3. Continued Russia-Ukraine conflict negatively impacting global grain trade

FLEET SIZE AND CHANGES DURING THE YEAR

As on March 31, 2023, your Company’s fleet stood at 43 vessels, comprising 29 tankers (7 crude carriers, 18 product carriers, 4 LPG carriers) and 14 dry bulk carriers (2 Capesize, 7 Kamsarmax, 5 Supramax) with an average age of 13.34 years aggregating 3.44 mn dwt.

During the year, your Company sold and delivered to the buyers a Midsize Gas Carrier ''Jag Vijaya’ and an Aframax crude oil carrier ''Jag Lyall''. Subsequent to the end of the year, your Company contracted to sell an Aframax crude oil carrier Jag Lavanya ''.

A detailed Asset Profile section forms part of this Annual Report.

KEY FINANCIAL RATIOS

Conventional return ratios are not appropriate to assess the performance or condition of your Company, for the following reasons:

1. A very significant part of the return in shipping comes from the appreciation in the value of the asset itself. This does not enter the Profit and Loss account except at the time of sale.

2. In recent years, due to the change in accounting standards, the Company’s profits have been affected very significantly by the movement in exchange rates. This has generally had the effect of increasing the Company’s profits when the rupee appreciates against the US Dollar and of reducing its profits when the rupee depreciates against the US Dollar. In reality, the depreciation of the rupee against the US Dollar improves the profitability of the Company.

Considering the cyclical and highly volatile nature of the shipping industry, the ability to survive weak markets, and if possible, even take advantage of them, is critical to success. The Company therefore believes that the following are the key financial ratios applicable to its business:

1. Gross and Net Debt:equity Ratio - This shows the extent of leverage taken by the business, both at a gross level and net of the cash and cash equivalents held. Net debt:equity is a standard ratio used in assessing a shipping company''s creditworthiness.

There has been a significant improvement in these ratios over the course of FY23, as a result of the high cash flows, repayment of debt and increase in net worth during the year.

	FY 23	FY 22
Gross	0.30	0.52
Net	-0.20	0.06

2. Cash Debt Service Coverage Ratio - This represents the Company''s ability to meet its debt servicing obligations. It is the sum of the PBIDT plus the cash and cash equivalents held by the Company divided by the expected debt service payments over the next 12 months.

This ratio stood at 12.82 as of end FY23, versus 5.95 at the end of the previous financial year. The increase in the ratio is due to (i) increased PBIDT and (ii) increase in cash and cash equivalents in FY23.

3. Net Debt:PBIDT - This shows the number of years earnings it would take to cover the repayment of the debt which is not covered by the cash and cash equivalents.

The ratio was -0.54 as of end FY23 versus 0.24 as at the end of the previous financial year. The decrease in the ratio is due to (i) decrease in net debt to a negative number and (ii) increased PBIDT in FY23.

4. Return on net worth - The ratio was 31.17% for FY23 vs 12.81% for FY22. Profitability was higher during the year as a result of sharply higher tanker markets, which was only partially offset by weaker bulk carrier markets. The reasons for these have been explained in the above sections. The movement in exchange rates had a higher negative impact on the P&L in FY23, as against previous year.

RISKS AND CONCERNS

Your Company has carried out a detailed exercise to identify the various risks faced by your Company and has put in place mitigation, control and monitoring plans for each of the risks. Risk owners have been identified for each risk, and these risk owners are responsible for controlling the respective risks. The efficacy of these processes is monitored on a regular basis by Risk Committees for the different areas in order to make continuous improvement and is further reviewed by the Risk Management Committee.

The Risk Management Committee currently consists of Mr. Bharat K. Sheth (Chairman), Mrs. Rita Bhagwati, Dr. Shankar N. Acharya, Mr. Shivshankar Menon, Mr. T. N. Ninan, and Mr. G. Shivakumar. Mr. Tapas Icot is a permanent invitee to the meetings of the Risk Management Committee.

The Board of Directors and Audit Committee are regularly briefed on your Company''s risk management process.

The material risks and challenges faced by your Company are as follows:

ECONOMIC RISK:

Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, if global economic growth is adversely impacted, it could have an unfavourable effect on the state of the shipping market.

GEO-POLITICAL RISK:

OPEC nations control more than one third of the world oil supply. Therefore, their decision on whether to comply with (or extend) crude production targets can have a material impact on the crude, product and LPG freight markets.

Many of the countries producing and exporting crude oil are politically volatile. Any change in the political situation in these countries may alter the supply-demand scenario. This would have a consequential impact on the tanker market.

Issues such as sanctions and wars may also affect shipping markets.

CYBER RISK:

A new and worrying threat to our business is cyber risk. Your Company is taking steps to secure its assets and systems from this threat, including by having suitable protection in place and by constant training to employees on how to avoid such issues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal financial control systems which are adequate for the nature of its business and the size of its operations. The policies and procedures adopted by your Company ensure the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The systems have been well documented and communicated. The systems are tested and audited from time to time by your Company and internal as well as statutory auditors to ensure that the systems are reinforced on an ongoing basis. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

The internal audit is carried out by a firm of external Chartered Accountants (Ernst & Young LLP) and covers all departments. Your Company also has an independent Internal Audit Department. Apart from facilitating the internal audit by Ernst & Young LLP, the Internal Audit Department also conducts internal audit as per the scope decided from time to time.

Both Ernst & Young LLP and Head (Internal Audit) report to the Audit Committee in their capacity of internal auditors of your Company.

In the beginning of the year, the scope of the internal audit exercise including the key business processes and selected risk areas to be audited are finalised in consultation with the Audit Committee. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Audit Committee currently comprises of Mr. T.N. Ninan (Chairman), Mrs. Bhavna Doshi, Mr. Raju Shukla and Mrs. Rita Bhagwati, all of whom are Independent Directors and Mr. Berjis Desai, who is a Non-Executive Director on the Board of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited Consolidated Financial Statements together with Auditors’ Report thereon form part of the Annual Report.

TRADE BARRIERS:

Trade disputes between countries can turn into trade wars with erection of tariff and non-tariff barriers. The manner in which such barriers are implemented could have significant impact on trade volumes and routes.

CHINESE ECONOMY:

China has been a major driver of global growth especially for commodities. If the economy falters or changes its policy towards import of various commodities, the consequential damage to shipping will be significant.

CHALLENGES FACED BY THE SHIPPING BUSINESS

EARNINGS VOLATILITY:

The shipping industry is a truly global business with a host of issues potentially impacting the supply demand balance of the industry. This results in tremendous volatility in freight earnings and asset values.

Your Company attempts to manage that risk in various ways.

If your Company believes that the freight market could weaken, it may enter into time charter contracts ranging from 6 months to 3 years or use freight derivatives to hedge the risk. Another method of managing risk is by adjusting the mix of assets in the fleet through sale or purchase of ships.

Your Company also ensures that assets are bought at cheap prices as capital cost is a major cost component. Your Company hopes to weather the depressed markets better than most players in the business by having among the lowest fleet break-evens.

Your Company operates ships in different asset classes and different markets. This ensures that your Company’s fortunes are not fully dependent upon a single market.

LIQUIDITY RISK:

The sale and purchase market and time charter markets are not always liquid. Therefore, there could be times when your Company is not able to position the portfolio in the ideal manner.

FINANCE RISK:

Your Company’s business is predominantly USD denominated as freight rates are determined in USD and so are ship values. Your Company has its liabilities also denominated in USD. Any significant movement in currency or interest rates could meaningfully impact the financials of your Company.

SHIPBOARD PERSONNEL:

Indian officers continue to be in great demand all over the world. Given the unfavourable taxes on a seafarer sailing on an Indian flagged vessel, it is becoming increasingly difficult to source officers capable of meeting the modern-day challenges of worldwide trading.

The group recorded a consolidated net profit of '' 2575.01 crores for the year under review as compared to net profit of '' 629.68 crores for the previous year. The net worth of the group as on March 31, 2023 was '' 10275.36 crores as compared to '' 8051.30 crores for the previous year.

SUBSIDIARIES

The statement containing the salient features of the financial statements of your Company’s subsidiaries for the year ended March 31, 2023 is attached along with the financial statements of your Company.

The report on performance of the subsidiaries is as follows:

GREATSHIP (INDIA) LIMITED, MUMBAI

Greatship (India) Limited (GIL), wholly owned subsidiary of your Company and one of India’s largest offshore oilfield services providers, experienced an improved year of performance in the backdrop of market positivity. In the financial year 2022-23, GIL has recorded a total income of '' 804.19 crores (previous year '' 606.25 crores) on a standalone basis and '' 938.23 crores (previous year '' 725.45 crores) on a consolidated basis. In the current financial year, the company has earned a profit before interest, depreciation (including impairment) & tax of '' 316.04 crores (previous year '' 165.56 crores) and '' 346.97 crores (previous year '' 216.80 crores) on a standalone and consolidated basis, respectively. Your Company’s net profit for the current financial year is '' 56.32 crores (previous year net loss '' 149.05 crores) and net profit '' 33.62 crores (previous year net loss '' 143.69 crores) on a standalone and consolidated basis, respectively.

GIL bought a 2007-built AHTSV ''TC Lam Son’ of 80T bollard pull capacity in March 2023 renaming her as ''Greatship Amaira’. With this addition, the vessel fleet of GIL along with its subsidiaries stands at nineteen vessels which comprises four Platform Supply Vessels (PSVs), four R-Class Supply Vessels, nine Anchor Handling Tug cum Supply Vessels (AHTSVs) and two Multi-purpose Platform Supply and Support Vessels (MPSSVs).

GIL has the following four wholly owned subsidiaries, whose performance during the year is summarized hereunder:

1. Greatship Global Energy Services Pte. Ltd., Singapore (GGES)

GGES has incurred a net profit of USD 0.11 Mn for the current financial year as against the net loss of USD 0.02 Mn in the previous year. The net profit in the current year has been on account of the interest received on bank deposits and net loss in the previous year has been on account of reduction in the interest rates resulting into reduced interest on bank deposits.

2. Greatship Global Offshore Services Pte. Ltd., Singapore (GGOS)

GGOS owns and operates two Multi-purpose Platform Supply and Support Vessels and one R-Class Supply Vessel. GGOS has earned a net profit of USD 1.80 Mn for the current financial year as against a net profit of USD 2.93 Mn in the previous year. The reason for decline in net profit in the current year is due to provision made for debtors.

3. Greatship (UK) Limited, United Kingdom (GUK)

GUK’s net loss for the current financial year amounted to USD 0.02 Mn as against the net loss of USD 0.32 Mn in the previous year. Higher net loss in the previous year has been on account of foreign exchange difference which arose on account of the reimbursement of expenses to parent company.

4. Greatship Oilfield Services Limited, India (GOSL)

During the year under review, GOSL has been exploring possible business opportunities and has incurred certain expenses resulting into net losses of less than '' 0.01 crore for the current financial year (Previous Year: '' 0.01 crore).

THE GREATSHIP (SINGAPORE) PTE. LTD., SINGAPORE

The Greatship (Singapore) Pte. Ltd. is a wholly owned subsidiary of your Company. The Greatship (Singapore) Pte. Ltd. does shipping agency business for the ships owned by your Company. During the year ended March 31,2023, there were 69 ship calls at Singapore. The company’s loss for the current financial year amounted to S$ 43,948 as against the loss of S$ 94,640 in the previous year.

THE GREAT EASTERN CHARTERING LLC (FZC), U.A.E.

The Great Eastern Chartering LLC (FZC) is a wholly owned subsidiary of your Company. During the year ended March 31, 2023, the company made a profit of USD 21.48 Mn (previous year loss of USD 3.12 Mn). The company has invested in shares of some listed shipping companies and these shares were valued at USD 26.89 Mn as of March 31,2023.

THE GREAT EASTERN CHARTERING (SINGAPORE) PTE. LTD., SINGAPORE

The Great Eastern Chartering (Singapore) Pte. Ltd. is a wholly owned subsidiary of The Great Eastern Chartering LLC (FZC), UAE. During the financial year ended March 31,2023, the company made a profit of USD 3.10 Mn (previous year loss of USD 6.47 Mn). The company held positions in dry bulk freight futures and fuel oil futures as of March 31,2023.

GREAT EASTERN CSR FOUNDATION, INDIA

Great Eastern CSR Foundation (Foundation) is a wholly owned subsidiary of your Company which handles the CSR activities of your Company and its subsidiaries. The Foundation received a total contribution of '' 10.18 crores from your Company during the year ended March 31, 2023. The Foundation spent '' 10.03 crores on CSR activities during the year.

Details of CSR activities carried out by Great Eastern CSR Foundation are set out in the reports on CSR activities which form part of this Annual Report.

GREAT EASTERN SERVICES LIMITED, INDIA

Great Eastern Services Limited is a wholly owned subsidiary of your Company. The company has not yet started its commercial operations. The company made a loss of '' 41,300 for the year ended March 31, 2023 as compared to a loss of '' 45,800 for the year ended March 31,2022.

DEBT FUND RAISING

During the year, no fresh debt was raised. The gross debt:equity ratio as on March 31,2023 was 0.30:1 (including effect of currency swaps on rupee debt was 0.35:1) and the debt:equity ratio net of cash and cash equivalents as on March 31, 2023 was -0.20:1 (including effect of currency swaps on rupee debt was -0.14:1). The Company redeemed Non-convertible Debentures aggregating to '' 200 crores during the year and also settled the swaps relating to those debentures.

HEALTH, SAFETY, ENVIRONMENT AND QUALITY (HSEQ)

The last few years have been very challenging for the shipping industry, as it grappled with the pandemic and its after effects, followed shortly by geopolitical instability. Your Company’s committed teams on board and ashore ensured the implementation of risk-based plan helping in minimizing its impact on business operations to a large extent. Regardless to say the team is still on the job with continued sincerity to deal with ever evolving conditions.

Your Company believes in ensuring clean seas, reducing generation of waste and avoiding pollution at sea. This year also, your Company had zero spills to sea. Continuing its quest to decarbonize the fleet, your Company has placed orders for redesigned efficient propellers, subscribed to a voyage optimization software which will help in selecting an optimized route for ships, and continued with other earlier initiatives like fitment of Mewis Duct, LED lighting and application of high-performance hull coatings. Additionally, the Company is in process of generating voluntary market carbon credits for the applicable energy savings devices from Gold Standards and also enrolled selected ships in Environmental Ship Index (ESI) program.

Your Company cares for its employees and has taken enhanced measures towards their health and safety. For the benefit of all shore employees, arrangements like continued work from home option, remote offices located in Mumbai suburbs and TPA Services for providing larger pool of hospitals pan India closer to their homes are in place. For the benefit of seafarers, a remote expert counselling service, enhanced pre-employment mental examination from the experts and a dedicated crew relationship officer for managing their welfare and to enhance their relationship with the organization are in place.

TRAINING AND ASSESSMENT

Training and Assessment (T&A) department remains committed to your Company’s vision and mission of manning the fleet with competent and well-trained seafarers. To meet the ever-evolving demands of the maritime industry, the department is engaged in providing high-quality training to the Company’s seafarers.

It gives us delight to share that your Company’s Training Centre has got its certification revalidated as a Maritime Training Provider (MTP) by Det Norske Veritas (DNV) following a successful audit with

zero non-conformities and no observations. This achievement reflects your Company’s unwavering commitment to providing top-notch training that aligns with the latest industry and regulatory standards. DNV’s report specifically acknowledges your Company’s positive contribution in training, highlighting your quick adaptation to emerging topics such as EEXI/CII/SEEMP Part III and Bridge Team Resource Management. This recognition underscores your Company’s dedication to staying ahead of the curve and equipping professionals with the skills and knowledge needed to thrive in the maritime sector, this will hold your Company in good stead in achieving its goals of operational excellence and sustainability.

The Company has taken proactive measures to address identified areas for improvement in the safety and efficiency of its fleet. These efforts have included the development and delivery of targeted training programs such as Engine Room Best Practices, Blackout Prevention Workshop, Purifier Operation, Maintenance & Troubleshooting, Bridge Equipment Maintenance, Safe Anchoring etc. to address incidents and breakdowns experienced by the vessels. Through these programs, seafarers are provided with the knowledge and skills necessary to effectively maintain critical equipment and prevent potential safety hazards.

The T&A department has been diligently conducting shore-based and computer-based training in line with your Company’s training matrix, which is continuously updated to meet the latest maritime regulatory requirements. Although the pandemic had a profound impact on the training landscape, your Company has adapted and resumed in-person training while retaining the web-based channels that were introduced during the pandemic. This approach ensures that your Company can derive maximum benefits from both modes of training and remain prepared for any situation as we move forward. The department has also implemented a rigorous system of competency assessments for seafarers at every rank, making it mandatory for both recruitment and promotions. This process ensures that capable candidates are selected for manning your Company’s fleet.

The department has designed & developed a structured on-the-job skill-upgradation program based on industry best practices that provides practical skills and knowledge necessary for career progression of seafarers. The trainings and assessments are aligned with industry best practices such as INTERTANKO Competence Management Guidance.

IT INITIATIVES

Your Company’s continued focus on technology initiative which includes new platform implementation, Robotic Process Automation (RPA), process automation, application consolidation, Business Continuity Process (BCP) and cybersecurity governance have enabled your Company to conduct smooth business operations. It has also kept the Company and its assets safe from cyberthreats and helped in successfully completing major change initiatives with the implementation of ''Rise with SAP S/4 HANA’ ERP implementation. These changes have helped the Company

implement process improvements bring transparency and enable audit compliance. The organization’s technology enablement and collaboration platform have enabled the Company to seamlessly implement a hybrid work policy and ensured zero disruption.

In FY 2022-23, IT department has focused on the following major initiatives:

APPLICATION CONSOLIDATION INITIATIVE

To ensure efficient and effective performance of the business support system, the Company has partnered with SAP and have gone live with the latest ''Rise with SAP S/4 HANA'' on September 9, 2022, which is a complete Enterprise Resource Planning (ERP) system which brings in process improvements and standardization, improved compliance management capabilities, built-in data intelligence capabilities to support improved decision making. Continuing on this improvement journey, additional functional developments and integration with other internal business systems are planned as Phase 2 which will be completed by March 2024.

BUSINESS CONTINUITY PLAN

Your Company is committed to ensuring that its systems are resilient and ensure high availability in case of any disaster scenarios. They are designed with a strong business continuity plan. It enables the IT function to respond quickly to any kind of disruption and be prepared with a strong recovery and response time to make systems available with minimum restoration time and data loss. In 2022-23, the Company ensured the continuity of critical business operations through various technology initiatives, so that business can run smoothly during or after the crisis.

Technology transformation initiatives like modernized infrastructure, cloud-first strategy, and setup of a complete Disaster Recovery Site (DR) have helped your Company to run the business from Work from Home (WFH) without compromising on employee productivity.

Work from Home (WFH): Company has ensured that there are zero cybersecurity incidents, 100% application availability, and provided 24x7 remote support (earlier 9x5 support) to ships for smooth business operations.

SHIP IT MANAGEMENT

Your Company is piloting new technology solutions for vessel performance optimization, loT solutions for improved monitoring and management. Additionally, vessels have been upgraded to support higher bandwidth for real-time data transfer, data utilization and to have improved user experience in terms of uninterrupted connectivity. These will enable remote inspections and monitoring leading to improved operational control and cost optimization. The improved connectivity will also help seafarers stay more connected with their families when they are sailing.

BUSINESS INTELLIGENCE

Your Company is committed to improving decision-making by enhancing data visibility and accessibility. To this end, the organization has initiated efforts to define enterprise-level data and

analytics requirements for the business. Additionally, the Company is putting in place the necessary BI (Business Intelligence) and analytics systems, along with scalable architectures, to support the organization’s growing data needs. Through these endeavors, the Company aims to improve data management and analysis, leading to positive business outcomes and competitive advantage.

CYBER RESILIENCE

Cybersecurity has been and will continue to be a top priority in the international maritime sector. We have strengthened the cybersecurity posture for ships and shore to protect the integrity of the organization’s information and IT assets.

Governance through "Sea Hawk" an AI& ML-based security application has helped the team to protect the organization from any advanced level cyber threat. Additional cyber security transformation Initiatives has been taken up to benchmark and improve our cyber resilience. Industry-leading technology solutions have been implemented for end-point protection and data leakage prevention. Additionally, the Company has strengthened the underlying infrastructure components and improved their overall security posture.

FUTURE ROADMAP

Your Company is committed for continuing technology modernization initiatives and has a well-defined IT Strategy and Digital Transformation roadmap which is being implemented. As part of this roadmap, the Company is undertaking process and technology transformation initiatives across all business functions. The Company is planning to take up initiatives to adopt industry best practices in shipping across all functions. Among the Company''s key focus areas for the coming year will be the stabilization of the SAP ERP system, process automation leading to operational efficiency improvements in operating functions, development of strategic and analytical dashboards to support decision making, adoption of IoT and RPA to automate repetitive tasks.

HUMAN RESOURCES

After two years of Work From Home, the Company resumed office during April 2022, by adopting a hybrid work model. This model enabled the employees to have adequate flexibility and work-life balance. The organization also tied up with co-working spaces in three locations in Mumbai lowering the to-and-fro commute time for employees.

During the year, the Company resumed in-person training sessions while continuing online learning arrangements with various platforms like Harappa and LinkedIn Learning. Programs on influence, fundamentals of leadership, POSH, ethics and governance were the focal themes.

The Company has witnessed a steady improvement in employee engagement scores during the last three years. The scores have moved up from 68 to 79 during this period.

Employee retention stood healthy at 95%.

Total number of shore staff and ship board personnel was 253 and 1,897 respectively at the end of the year.

GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

Whilst GEIMS has overcome all challenges posed by COVID and the numerous disruptions in the training schedules and delayed course completions of the batches due to partial or total lockdowns, it recently re-opened the college finally for physical lectures in 2022, as per the Government and Director General of Shipping Office directives. All these challenges were successfully overcome by taking additional classes when possible and the Institute is now back to full strength with all batches in the campus. Despite all the disruptions to normal life, the selection, recruitment and training programs have continued unhindered; all faculty and staff have toiled tirelessly to keep to the schedule and maintain quality in all the defined processes successfully.

During FY 2022-23, a total of 293 cadets passed out from the Nautical, Marine Engineering, Electrical Technology and GP Rating courses. The Institute also admitted 435 new cadets during the year in these 4 courses.

The Institute was audited and certified for Quality Management System ISO 9001:2015 by Indian Register of Shipping. An impressive result of 96.1% during the Comprehensive Inspection Program (CIP) Audit of Director General of Shipping was obtained, thus enabling the Insititute to maintain the "OUTSTANDING" rating it has held since inception. This was a very detailed audit as the institute had to change the Classification Society to Det Norske Veritas and hence was equivalent to an Initial Audit.

The Institute was also awarded the ''Best Training Institute Award’ by National Maritime Day Celebrations Committee in April 2022 as part of the National Maritime Day Celebrations for the 2^nd consecutive year. The award is recognition enough to show that the Institute is indeed one of the best managed and operated Maritime Institutes in India.

At the recently concluded Board of Director’s meeting in GEIMS campus, the Institute as also the personnel were greatly appreciated by the Directors. Many new innovations and upgrading work has been consistently carried out for ensuring the Institute remains in line with the latest techniques of training and educating the trainees passing out from the Institute.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been conscious of its role as a good corporate citizen and strives to fulfil this role by running its business with utmost care for the environment and all the stakeholders. Your Company looks at Corporate Social Responsibility (CSR) activities as significant tool to contribute to the society.

The Board of Directors of your Company has constituted a committee of Directors, known as the Corporate Social Responsibility Committee, currently comprising of Mrs. Rita Bhagwati (Chairman), Dr. Shankar N. Acharya and Mr. Bharat K. Sheth to steer its CSR activities.

Copy of the Corporate Social Responsibility Policy of your Company as recommended by the CSR Committee and approved by the Board is enclosed as ''Annexure A’. The CSR Policy is also available on the website of your Company: www.greatship.com.

The CSR Policy is implemented by your Company through Great Eastern CSR Foundation, a wholly owned subsidiary of your Company, specifically set up for the purpose.

During FY 2022-23, '' 10.18 crores were contributed by your Company to Great Eastern CSR Foundation for undertaking CSR activities as per the provisions of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is enclosed herewith as ''Annexure B’.

DIRECTORS

Following appointments / re-appointments were approved by the members at their Annual General Meeting held on July 29, 2022:

• Re-appointment of Mr. Tapas Icot as a Director of the Company, liable to retire by rotation.

• Appointment of Mr. Shivshankar Menon as an Independent Director of the Company for a term of 3 years w.e.f. May 06, 2022.

• Appointment of Mr. T.N. Ninan as an Independent Director of the Company for a term of 3 years w.e.f. May 06, 2022.

• Appointment of Mr. Uday Shankar as an Independent Director of the Company for a term of 3 years w.e.f. May 06, 2022.

• Re-appointment of Mr. Bharat K. Sheth as ''Deputy Chairman & Managing Director’ for a term of 3 years w.e.f. April 01,2023.

• Re-appointment of Mr. G. Shivakumar as ''Executive Director’ for a term of 3 years w.e.f. November 14, 2022.

Mr. Cyrus Guzder and Mr. Vineet Nayyar ceased to be Directors on the Board of the Company upon completion of their second term with effect from September 25, 2022.

Your Directors place on record their appreciation for the valuable guidance and support extended by Mr. Cyrus Guzder and Mr. Vineet Nayyar during their tenure as Independent Directors of the Company.

The Board of Directors, at its meeting held on May 12, 2023, appointed Mrs. Bhavna Doshi as Additional Director and Independent Director of the Company for a term of 3 years w.e.f. May 12, 2023. She brings with her years of rich experience and knowledge of working with various companies, which will be of immense benefit to your Company.

Mrs. Bhavna Doshi, being Additional Director, ceases to be the Director of the Company on the date of the ensuing Annual General Meeting and is required to be appointed by the members. Notice under Section 160 of the Companies Act, 2013 has been received in respect of her appointment as an Independent Director of the Company.

Mr. Berjis Desai shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment of Mrs. Bhavna Doshi as an ''Independent Director’ and re-appointment of Mr. Berjis Desai as a ''Director retiring by rotation’ require your approval at the ensuing Annual General Meeting.

Necessary resolutions for their appointment/ re-appointment have been included in the Notice convening the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

The policies on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees, are enclosed herewith as ''Annexure C’ and ''Annexure D’ respectively.

The details of remuneration as required to be disclosed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as ''Annexure E’.

During the year, Mr. Bharat K. Sheth, who is also the Non-executive Chairman of Greatship (India) Ltd. (GIL), a wholly owned subsidiary of the Company, was in receipt of remuneration of '' 9,00,000/- for FY 2021-22 from GIL. The Board of Directors of GIL have approved payment of remuneration of '' 54,00,000/- for FY 2022-23 to Mr. Bharat K. Sheth, subject to GIL’s shareholders’ approval.

BOARD MEETINGS

During the year, 5 meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report.

BOARD EVALUATION

With a view to bring in objectivity and independence in the process of performance evaluation of the Board, its Committees and individual Directors, your Company engaged the services of Talentonic HR Solutions Private Limited (''Talentonic’) to assist in conducting performance evaluation for FY 2022-23.

Talentonic conducted the assessment in line with the regulatory requirements and leading practices in the market and submitted its Board Evaluation Reports. They made a comprehensive presentation of their findings to the Board. The annual performance evaluation

of the Board, its committees and all the Directors individually were done based on the same.

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of Independent Directors reviewed performance of your Company, Board as a whole and Non-Independent Directors (including Chairman) of your Company. The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of your Company and every Director.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) of the Companies Act, 2013, the Board of Directors hereby state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has formally adopted the ''National Guidelines on Responsible Business Conduct’ (''NGRBC’) issued by Ministry of Corporate Affairs. The applicable aspects of the principles of NGRBC have been suitably incorporated in the internal policy framework and operating processes followed by your Company.

The Business Responsibility and Sustainability Report as per the format specified by Securities & Exchange Board of India forms part of this Annual Report.

A separate section on ESG (Environment, Social & Governance) also forms part of this Annual Report.

Copy of Annual Return as required under Section 92(3) of the Companies Act, 2013 has been placed at the website of your Company: www.greatship.com

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

With a view to create safe workplace, your Company has formulated and implemented Sexual Harassment (Prevention, Prohibition and Redressal) Policy in accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. For the purpose of handling and addressing complaints regarding sexual harassment, your Company has constituted Internal Complaint Committee(s) with an external lady representative (who has the requisite experience in this area) as a member of the Committee. To build awareness in this area, your Company also conducts awareness programmes within the organisation.

During the year, one complaint with allegations of sexual harassment was received by the Company. The complaint was investigated by the Internal Committee. Based on the Internal Committee’s recommendations appropriate action was taken and the case was concluded.

VIGIL MECHANISM

Your Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

A copy of the Whistle Blower Policy is available on the website of your Company: www.greatship.com

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on dealing with Related Party Transactions, a copy of which is available on the website of your Company: www.greatship.com

The particulars of contracts or arrangements with related parties in Form AOC 2 is annexed herewith as ''Annexure F’.

All the related party transactions have been entered into by your Company in the ordinary course of business and on arm’s length basis.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of your Company is available on the website of your Company: www.greatship.com

ENERGY CONSERVATION AND TECHNOLOGY

ABSORPTION

CONSERVATION OF ENERGY

In order to align with IMO’s Green House Gas (GHG) emission reduction targets and to prepare for a low carbon future, your Company has been undertaking various initiatives about enhancing energy efficiency in its business operations. The same have also been described in detail in the ESG Report, which forms part of this Annual Report.

ENERGY SAVING TECHNOLOGIES

In its efforts to reduce emissions, your Company has implemented following energy efficiency projects on various vessels during this financial year. Few of these will help in complying with new IMO MARPOL Annex VI regulations - EEXI & CII requirements on emission reduction:

• Mewis duct - 05 vessels. It’s a device which improves the flow of water on to propeller and thus its efficiency. It also helps in reduction of underwater noise.

• LED lighting - 05 vessels. LED lights are energy efficient as compared to traditional lights such as fluorescent, halogen and incandescent lights.

• High performance paints - For a typical ship loss of energy through hull resistance is around 30% and this increases with growth of hull roughness due to biofouling. To minimize growth of biofouling, your Company has applied superior anti-fouling coatings on 02 vessels during their respective dry dockings in this financial year.

• Redesign efficient Propellers - Placed order for 04 LR Tankers. These new propellers will be fitted in their upcoming drydocking in FY24 & FY25.

• Voyage optimization software - 13 ships. It will help in selecting an optimized route for ships thereby reducing emissions.

COMPLIANCE WITH IMO DCS AND EU MRV REGULATIONS

IMO DCS Data for the calendar year 2022 has been submitted to Recognized Organization by the due date for their review. A similar exercise for corresponding requirement of European Union, but applicable to vessels which have made commercial voyages to or from EU for the calendar year 2022, has been completed.

QUANTIFICATION AND REPORTING OF GHG EMISSION

Since FY 2015-16, your Company has captured and quantified GHG emissions from its business operations in a transparent and standardized manner for the information of stakeholders of your Company on a voluntary basis. The GHG emission quantification and reporting has been done taking into account:

• ISO 14064-1 (2006) Greenhouse gases - Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals, and

• The Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard (Revised edition) published by World Business Council for Sustainable Development and World Resources Institute.

COMPLIANCE WITH ENERGY EFFICIENCY EXISTING SHIP INDEX (EEXI) AND CARBON INTENSITY INDICATOR (CII)

Your Company has performed EEXI calculations for all vessels with the support of Classification Societies and plan to fully comply through a combination of Engine Power Limitation (EPL) and other energy savings devices like MEWIS duct etc. Your Company intends to complete the whole process well before the due date.

Your Company is tracking and monitoring Carbon Intensity Indicator (CII) ratings for all its vessels. This will help the organization in timely identifying the vessels which require improvement and appropriate actions can be planned accordingly.

AUDITORS

Pursuant to the provisions of Section 139 of Companies Act, 2013, Deloitte Haskins & Sells LLP were re-appointed as the Statutory Auditors of your Company at the Annual General Meeting held on July 29, 2022, to hold office till the conclusion of the 79^th Annual General Meeting to be held in calendar year 2027.

The report given by the Auditors on the financial statements of your Company is part of this Report. There has been no qualification, adverse remark of disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company appointed M/s. Mehta & Mehta, Company Secretaries to undertake the Secretarial Audit of your Company for the financial year ended March 31, 2023. The Secretarial Audit Report of your Company is annexed herewith as ''Annexure G’.

The Secretarial Audit Report of Greatship (India) Limited, the material unlisted Indian subsidiary of your Company, is annexed herewith as ''Annexure H’.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Outgo are as follows:

('' in crores)
a)	Foreign Exchange earned on account of freight, charter hire earnings, sales proceeds of ships, etc.	3764.76
b)	Foreign Exchange used including operating expenses, capital repayment, down payments for acquisition of ships (net of loan), interest payment, etc.	3278.56

OTHER DISCLOSURES

Mr. Jayesh M. Trivedi, who currently holds the position of ''President (Secl. & Legal) and Company Secretary’ of the Company, has decided to relinquish his position as the ''Company Secretary’ with effect from July 01,2023. He will, however, continue to work with the Company as ''President’.

The Board of Directors, at its meeting held on May 12, 2023, appointed Mr. Anand Punde, who is currently working with the Company as ''Deputy General Manager (Secl. & Legal)’, as the ’Company Secretary'' of the Company with effect from July 1,2023.

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not required by your Company.

Neither any application was made, nor any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 in respect of your Company during or at the end of the financial year 2022-23.

The disclosures on valuation of assets as required under Rule 8(5) (xii) of the Companies (Accounts) Rules, 2014 are not applicable.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees through their dedicated services to your Company. Your Directors look forward to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth

Chairman (DIN: 00022079)

Mumbai, May 12, 2023

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Mar 31, 2022

Your Directors are pleased to present the 74th Annual Report on the business operations and the Financial Statements of your Company for the financial year ended March 31,2022.

FINANCIAL PERFORMANCE

The financial results of your Company (standalone) for the financial year ended March 31, 2022 are presented below:

		('' in crores)
	2021-22	2020-21
Total Revenue	2966.39	2892.85
Total Expenses	2135.84	1826.98
Profit before tax	830.55	1065.87
Less : Tax Expenses	18.88	35.74
Profit for the year	811.67	1030.13
Retained Earnings
Balance at the beginning of the year	2135.71	1344.39
Add:
- Profit for the year	811.67	1030.13
Less:
- Other Comprehensive Loss	12.51	19.13
- Transfer to Tonnage Tax Reserve	150.00	180.00
- 2nd Interim Dividend on Eguity Shares (FY 2019-20)	-	39.68
- Final Dividend on Eguity Shares (FY 2020-21)	132.27	-
- 1st Interim Dividend on Eguity Shares (FY 2021-22)	66.13	-
- Tax on Buyback of equity shares	29.96	-
Balance at the end of the year	2556.51	2135.71

The net worth of your Company as on March 31,2022 was '' 6571.43 crores as compared to '' 6097.99 crores for the previous year.

The financial statements have been prepared in accordance with the Indian Accounting Standards (IndAS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

DIVIDEND

During the year, your Directors declared and paid first interim dividend of '' 4.50 per share. Subseguent to the end of the year, your Directors declared second interim dividend of '' 5.40 per share. The aggregate outflow on account of the eguity dividend for the year will be '' 143.23 crores.

Your Directors have not recommended any final dividend for the year under review.

BUYBACK OF EQUITY SHARES

During the year under review, your Company announced buyback of its eguity shares from the open market through stock exchanges at a price not exceeding '' 333 per share for an aggregate amount not exceeding '' 225 crores.

The buyback commenced on January 07, 2022 and is scheduled to close on July 6, 2022. As on date of this Report, your Company has bought back 41,99,323 eguity shares of '' 10 each for an aggregate amount of '' 133.23 crores.

Conseguent upon the buyback, the paid-up eguity share capital of your Company was reduced from '' 1,46,96,64,840 comprising of 14,69,66,484 equity shares of '' 10 each to '' 142,76,71,610 comprising of 14,27,67,161 eguity shares of '' 10 each.

COMPANY PERFORMANCE

In Financial Year 2021-22 (FY 22), your Company recorded a total income of '' 2966.39 crores (Previous Year '' 2892.85 crores) and earned a PBIDT of '' 1542.78 crores (Previous Year '' 1731.83 crores).

MARKET ANALYSIS CRUDE TANKER MARKET

Crude tanker freight rates remained around opex levels for most of the year in FY22 but experienced a sudden spurt starting end-Feb 2022 due to the Russia-Ukraine conflict. Overall, FY22 earnings were significantly lower than FY21 earnings.

The main reasons for subdued earnings were:

1. Products demand and therefore refinery runs rebounded sharply during FY22 from the lows of FY21. However, both demand and refinery runs were still much below pre-pandemic levels.

2. OPEC continued to unwind their production cuts but actual production remained significantly below pre-pandemic level.

3. Crude trade remained flat during FY22 as backwardation in crude prices resulted in inventory drawdown, which kept the need for imports lower. Trade remained about 10% below pre-Covid levels.

4. On the other side, fleet grew by 1.3% during the year, and vessels in floating storage were released, which added another 0.5% to the fleet supply overhang.

Rates witnessed a sudden spurt in March 2022 due to the Russia-Ukraine conflict, which prompted western countries to impose sanctions against Russia. Although energy was excluded from the sanctions, the usual trade patterns were disrupted by self-sanctioning by many companies and owners'' unwillingness to call Russian ports. As usually happens, the inefficiency caused by the disruption led to more demand for ships, pushing freight rates up. This was more pronounced in the Aframax sizes.

PRODUCT TANKER MARKET

As in the case of crude tankers, product tanker freight rates also remained at record low levels for most of FY22 but recovered significantly towards end Feb 2022 due to the Russia-Ukraine conflict. Overall, earnings were significantly lower in FY22 as compared to FY21.

While the reasons were similar to those mentioned for crude tanker market, a couple of additional factors were observed for product tankers during the year. They are as follows:

1. Jet fuel demand continued to struggle as air-traffic stayed significantly below pre Covid levels. Even at the end of FY22, jet demand remained 20% below pre-pandemic levels.

2. Product trade increased by 6% YoY during FY22. Unlike the crude trade which remained about 10% below pre-Covid levels, product trade was down by only about 3.5%.

3. The relative tightness in product tanker markets compared to crude tanker markets prompted many LR2 owners to switch their vessels from dirty trade into clean trade.

ORDERBOOK AND OUTLOOK

Demand for oil products is expected to rise as economies across the world continue to remove Covid related restrictions. With crude oil and oil products inventory significantly below 5-year average levels, incremental oil demand is expected to be increasingly met by seaborne trade. Further, OPEC will continue to unwind their production cuts, which would increase crude supply in the market. With oil prices above USD 100/bbl, non-OPEC countries, particularly the US, are also expected to increase their crude production. However, macro worries, driven by high commodity prices and rising interest rates/inflation, will be an overhang over world GDP growth and therefore oil demand growth.

Apart from demand side factors, the Russia-Ukraine conflict is likely to be a significant driver of the tanker market in the short term. Sanctions are likely to take a toll on Russian exports, thereby reducing seaborne volumes. On the other hand, sanctions may boost ton-miles as Russian exports increasingly shift towards Asian countries and Europe replaces Russian oil with distant sources like North America, West Africa and the Middle East.

The orderbooks for crude and product tankers are at about 7% and 5% of the fleet respectively, the lowest levels in the last 25 years. Therefore, fleet supply growth is likely to remain under control, especially considering that most of the yard slots are booked through till end of 2024.

In a stark divergence from freight earnings, asset values increased during the year for crude as well for product tankers. This increase can be attributed to rising new building prices owing to surging steel prices while multi-year high scrap prices supported values for older tankers. Values have increased anywhere between 5%-20% depending upon the age profile and the type of the vessel.

LPG CARRIER MARKET

During FY22, VLGC earnings averaged ~ 30% lower YoY as compared to FY21. Despite this drop, VLGC earnings remained reasonably healthy throughout the year.

The main factors driving the VLGC market during FY22 were:

1. Global VLGC trade increased ~ 4.5% YoY mainly driven by increase in US LPG exports. Middle East LPG exports also started recovering during second half of the year.

2. On the supply side, the in-water VLGC fleet grew by ~ 6% YoY during FY22.

3. Effective VLGC fleet supply growth was marginally lower due to higher congestion and increase in number of scheduled dry dockings.

4. Bunker prices increased 65% YoY having a negative impact on realized earnings.

ORDER BOOK AND OUTLOOK

US LPG production is expected to grow further due to favorable NGL frac margins going forward. US LPG inventories have already started recovering from all-time lows. Additionally, Middle East LPG production is also expected to increase as OPEC increases output on the back of strong oil price.

LPG trade growth is likely to sustain mainly driven by increase in feedstock demand in petrochemical sector. LPG continues to remain price competitive to naphtha. In addition, scheduled commissioning of new PDH plants in China would support increase in import demand into Asia. Retail demand growth in India is expected to normalize as most of the new (free) connections under the PMUY scheme have already been provided and refills may not happen at the same rate going forward.

Congestion at Panama Canal continues to remain a wild card as new booking rules prioritize other ship categories over VLGCs which could lead to congestion during peak demand months. VLGC asset values gained marginally during the year.

However, VLGC orderbook is quite high at 21% of the fleet, and this could present headwinds to freight market and possibly asset values.

DRY BULK CARRIER MARKETS

Dry Bulk freight rates hit multi year highs in FY22 (highest since FY08/09) underpinned by a) strong demand recovery on the back of improved economy after the COVID-19 induced market collapse and b) modest fleet supply led by strong congestion. Sub-Capes performed better than Capes with earnings up 134% to 170% YoY vs Cape earnings that were up 104% YoY.

The key factors behind the strong freight market were:

1. Recovery in global industrial activity improved demand for dry bulk commodities especially minor bulks and coal.

2. Minor bulks trade remained strong throughout the year on the back of strong demand for goods in the west and exceptionally high container market - which led to switching of some minor bulk cargoes from containerships to dry bulk vessels.

3. Coal demand was exceptionally strong as we approached winter. Low coal inventories (in China and India) amidst rising power demand and urgency to replenish stocks before winter led to a sudden spurt in demand.

4. A major factor that supported the freight market was increased congestion at ports. So, rising dry commodities demand, periodic resurgence of Covid variants (which slowed port operations) and weather disruptions (typhoon in China) increased congestion to decadal highs.

ORDERBOOK AND OUTLOOK

Currently, the outlook for 2022 seems to Indicate a reasonably firm rate environment. Much like 2021, this could be due to low fleet growth and possible strong congestion (supported by record high container rates). The risk to rates are 1) Potential aggressive moves by China to cap commodity imports to prioritize domestic output instead (e.g. coal), 2) Continuous steel production cuts in China to prioritize emission controls, 3) Potential drought in South America that could reduce grain exports from the region and 4) The Russia-Ukraine conflict that can have a negative impact on grain exports and other commodities.

The current dry bulk orderbook stands at 6.6% of the fleet, which Is around its lowest since Jan 1996.

FLEET SIZE AND CHANGE DURING THE YEAR

As on March 31, 2022, your Company''s fleet stood at 45 vessels, comprising 31 tankers (8 crude carriers, 18 product carriers, 5 LPG carriers) and 14 dry bulk carriers (2 Capesize, 7 Kamsarmax, 5 Supramax) with an average age of 12.55 years aggregating 3.57 mn dwt.

During the financial year, your Company took delivery of a Midsize Gas Carrier ''Jag Vikram'' and a Supramax Bulk Carrier ''Jag Rajiv''.

During the financial year, your Company sold and delivered to the buyers a Midsize Gas Carrier ''Jag Vayu'' and an Aframax Crude Oil Carrier ''Jag Lata''.

A detailed Asset Profile section forms part of this Annual Report.

KEY FINANCIAL RATIOS

Conventional return ratios are not appropriate to assess the performance or condition of your Company, for the following reasons:

1. A very significant part of the return in shipping comes from the appreciation in the value of the asset itself. This does not enter the Profit and Loss account except at the time of sale.

2. In recent years, due to the change in accounting standards, the Company''s profits have been affected very significantly by the movement in exchange rates. This has generally had the effect of increasing the Company''s profits when the rupee appreciates against the US Dollar, and of reducing its profits when the rupee depreciates against the US Dollar. In reality, the depreciation of the rupee against the US Dollar improves the profitability of the Company.

Considering the cyclical and highly volatile nature of the shipping industry, the ability to survive weak markets, and if possible, even take advantage of them, Is critical to success. The Company therefore believes that following are the key financial ratios applicable to its business:

1. Gross and Net PebfiFquity Ratio - This shows the extent of leverage taken by the business, both at a gross level and net of the cash and cash equivalents held. Net debt:equity Is a standard ratio used in assessing a shipping company''s creditworthiness.

There has been a drop in these ratios over the course of FY 22, as a result of the repayment of debt during the year.

	FY 22	FY 21
Gross	0.52	0.61
Net	0.06	0.10

2. Cash Debt Service Coverage Ratio - This represents the Company''s ability to meet its debt servicing obligations. It Is the sum of the PBIDT plus the cash and cash equivalents held by the Company divided by the expected debt service payments over the next 12 months.

This ratio stood at 5.95 as of end FY 22, versus 6.33 at the end of the previous financial year. The decrease In the ratio Is due to (I) decreased PBIDT and (II) decrease In cash and cash equivalents In FY22.

3. Net Debt:PBIDT - This shows the number of years earnings It would take to cover the repayment of the debt which Is not covered by the cash and equivalents. The ratio was 0.24 as of end FY 22 versus 0.34 as at the end of the previous financial year. The change was mainly due to the drop In net debt.

4. Return on net worth - The ratio was of 12.81% for FY 22 versus 18.45% for FY 21. Profitability was lower during the year as a result of sharply lower tanker markets, which was not fully compensated by stronger bulk carrier markets. These have been explained In the above sections. In addition, the movement In exchange rates had a negative Impact on the P & L In FY 22, as against a positive Impact In the previous year.

RISKS AND CONCERNS

Your Company has carried out a detailed exercise to identify the various risks faced by your Company and has put in place mitigation, control and monitoring plans for each of the risks. Risk owners have been identified for each risk, and these risk owners are responsible for controlling the respective risks. The efficacy of these processes is monitored on a regular basis by Risk Committees for the different areas in order to make continuous improvement and is further reviewed by the Risk Management Committee currently consisting of Mr. Bharat K. Sheth, Chairman, Mr. Berjis Desai, Ms. Rita Bhagwati, Dr. Shankar Acharya, Mr. Tapas Icot and Mr. G. Shivakumar.

The Board of Directors and Audit Committee are regularly briefed on your Company''s risk management process.

The material risks and challenges faced by your Company are as follows:

economic risk:

Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, if global economic growth is adversely impacted, it could have an unfavourable effect on the state of the shipping market.

geo-political risk:

OPEC nations control more than one third of the world oil supply. Therefore, their decision on whether to comply with (or extend) crude production targets can have a material impact on the crude, product and LPG freight markets.

Many of the countries producing and exporting crude oil are politically volatile. Any change in the political situation in these countries may alter the supply-demand scenario. This would have a consequential impact on the tanker market.

Issues such as sanctions and wars may also affect shipping markets.

trade barriers:

Trade disputes between countries can turn into trade wars with erection of tariff and non-tariff barriers. The manner in which such barriers are implemented could have significant impact on trade volumes and routes.

Chinese economy:

China has been a major driver of global growth especially for commodities. If the economy falters or changes its policy towards import of various goods, the consequential damage to shipping will be significant.

CHALLENGES FACED BY THE SHIPPING BUSINESS EARNINGS VOLATILITY:

The shipping industry is a truly global business with a host of issues potentially impacting the supply demand balance of the industry. This results in tremendous volatility in freight earnings and asset values.

Your Company attempts to manage that risk in various ways.

If your Company believes that the freight market could weaken, it may enter into time charter contracts ranging from 6 months to 3 years or use freight derivatives to hedge the risk. Another method of managing risk is by adjusting the mix of assets in the fleet through sale or purchase of ships.

Your Company also ensures that assets are bought at cheap prices as capital cost is a major cost component. Your Company hopes to weather the depressed markets better than most players in the business by having among the lowest fleet break-evens.

Your Company operates ships in different asset classes and different markets. This ensures that your Company''s fortunes are not fully dependent upon a single market.

liquidity risk:

The sale and purchase market and time charter markets are not always liquid. Therefore, there could be times when your Company is not able to position the portfolio in the ideal manner.

finance risk:

Your Company''s business is predominantly USD denominated as freight rates are determined in USD and so are ship values. Your Company has its liabilities also denominated in USD. Any significant movement in currency or interest rates could meaningfully impact the financials of your Company.

shipboard personnel:

Indian officers continue to be in great demand all over the world. Given the unfavourable taxes on a seafarer sailing on an Indian flagged vessel, it is becoming increasingly difficult to source officers capable of meeting the modern-day challenges of worldwide trading.

cyber risk:

A new and worrying threat to our business is cyber risk. Your Company is taking steps to secure its assets and systems from this threat, including by having suitable protection in place and by constant training to employees on how to avoid such issues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal financial control systems which are adequate for the nature of its business and the size of its operations. The policies and procedures adopted by your Company ensure the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The systems have been well documented and communicated. The systems are tested and audited from time to time by your Company and internal as well as statutory auditors to ensure that the systems are reinforced on an ongoing basis. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

The internal audit is carried out by a firm of external Chartered Accountants (Ernst & Young LLP) and covers all departments. Your Company also has an independent Internal Audit Department. Apart from facilitating the internal audit by Ernst & Young LLP, the Internal Audit Department also conducts internal audit as per the scope decided from time to time.

Both, Ernst & Young LLP and Head (Internal Audit) report to the Audit Committee in their capacity of internal auditors of your Company.

In the beginning of the year, the scope of the internal audit exercise including the key business processes and selected risk areas to be audited are finalised in consultation with the Audit Committee. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Audit Committee comprises of Mr. Cyrus Guzder (Chairman), Mr. Raju Shukla and Ms. Rita Bhagwati, all of whom are Independent Directors and Mr. Berjis Desai, who is the Non-Executive Director on the Board of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

The group recorded a consolidated net profit of '' 629.68 crores for the year under review as compared to net profit of '' 918.52 crores for the previous year. The net worth of the group as on March 31, 2022 was '' 8051.30 crores as compared to '' 7704.27 crores for the previous year.

SUBSIDIARIES

The statement containing the salient features of the financial statements of your Company''s subsidiaries for the year ended March 31, 2022 is attached along with the financial statements of your Company.

The report on performance of the subsidiaries is as follows:

GREATSHIP (INDIA) LIMITED, MUMBAI

Greatship (India) Limited (GIL), a wholly owned subsidiary of your Company and one of India''s largest offshore oilfield services providers, has

completed another challenging year of operations. In financial year 2021-22, GIL has recorded a total Income of '' 615.74 crores (previous year '' 567.56 crores) on a standalone basis and '' 730.18 crores (previous year '' 668.22 crores) on a consolidated basis. In the current financial year, GIL has earned a profit before interest, depreciation (including impairment) & tax of '' 165.56 crores (previous year '' 159.16 crores) and '' 216.80 crores (previous year '' 205.75 crores) on a standalone and consolidated basis, respectively. GIL''s net loss for the current financial year is '' 149.05 crores (previous year '' 134.29 crores) and '' 143.69 crores (previous year '' 131.12 crores) on a standalone and consolidated basis, respectively.

GIL, alongwith its subsidiaries, currently owns and operates eighteen vessels and four jack up drilling rigs. The operating fleet of eighteen vessels comprises of four Platform Supply Vessels (PSVs), four R-Class Supply Vessels, eight Anchor Handling Tug cum Supply Vessels (AHTSVs) and two Multipurpose Platform Supply and Support Vessels (MPSSVs).

GIL has the following four wholly owned subsidiaries, whose performance during the year is summarised hereunder:

1. Greatship Global Energy Services Pte. Ltd., Singapore (GGES)

GGES has incurred a net loss of USD 0.02 Mn for the current financial year as against the net profit of USD 0.20 Mn in the previous year. The net loss in the current year has been on account of reduction in the interest rates resulting into reduced interest on bank deposits and the net profit in the previous year has been on account of the interest received on bank deposits.

2. Greatship Global Offshore Services Pte. Ltd., Singapore (GGOS)

GGOS owns and operates two Multi-purpose Platform Supply and Support Vessels and one R-Class Supply Vessel. GGOS has earned a net profit of USD 2.93 Mn for the current financial year as against the net profit of USD 2.05 Mn in the previous year.

3. Greatship (UK) Limited, United Kingdom (GUK)

GUK''s net loss for the current financial year amounted to USD 0.32 Mn as against the net profit of USD 0.01 Mn in the previous year. The net loss in the current year has been on account of foreign exchange difference which arose on account of the reimbursement of expenses to parent company and the net profit in the previous year is attributable to the interest received on bank deposits/exchange gain on forex.

4. Greatship Oilfield Services Limited, India (GOSL)

During the year under review, GOSL has been exploring possible business opportunities and has incurred certain expenses resulting into net losses of '' 0.01 crore for the current financial year same as the net loss of '' 0.01 crore in the previous year.

THE GREATSHIP (SINGAPORE) PTE. LTD., SINGAPORE

The Greatship (Singapore) Pte. Ltd. is a wholly owned subsidiary of your Company. The Greatship (Singapore) Pte. Ltd. does shipping agency business for the ships owned by your Company. During the year ended March 31, 2022, there were 62 ship calls at Singapore. The company''s loss for the current financial year amounted to SS 94,640 as against the profit of SS 2,991 in the previous year.

THE GREAT EASTERN CHARTERING LLC (FZC), U.A.E.

The Great Eastern Chartering LLC (FZC) is a wholly owned subsidiary of your Company. During the year ended March 31, 2022, the company made a loss of USD 3.12 Mn (previous year net profit of USD 3.88 Mn). The company had invested in shares of some listed shipping companies during the year, and these shares were valued at USD 14.17 Mn as of March 31,2022.

During the year, the company made an investment of USD 10.50 Mn in eguity shares of its wholly owned subsidiary, The Great Eastern Chartering (Singapore) Pte. Limited, Singapore.

THE GREAT EASTERN CHARTERING (SINGAPORE) PTE. LTD., SINGAPORE

The Great Eastern Chartering (Singapore) Pte. Ltd. is a wholly owned subsidiary of The Great Eastern Chartering LLC (FZC), UAE. During the financial year ended March 31,2022, the company made a loss of USD 6.47 Mn (previous year profit of USD 0.01 Mn). The company held positions in dry bulk freight futures as of March 31,2022.

The company received an investment of USD 10.50 Mn in its eguity shares from its parent, The Great Eastern Chartering LLC (FZC), U.A.E.

GREAT EASTERN CSR FOUNDATION, INDIA

Great Eastern CSR Foundation (Foundation) is a wholly owned subsidiary of your Company which handles the CSR activities of your Company and

its subsidiaries. The Foundation received a total contribution of '' 6.61 crores from your Company during the year ended March 31, 2022. The Foundation spent '' 6.62 crores on CSR activities during the year.

Details of CSR activities carried out by Great Eastern CSR Foundation are set out in the reports on CSR activities which form part of this Annual Report. GREAT EASTERN SERVICES LIMITED, INDIA

Great Eastern Services Limited is a wholly owned subsidiary of your Company. The company has not yet started its commercial operations. The company made a loss of '' 45,800 for the year ended March 31,2022 as compared to a loss of '' 32,198 for the year ended March 31,2021.

DEBT FUND RAISING

During the year, fresh debt of '' 162.38 crores was raised. The gross debt:equity ratio as on March 31,2022 was 0.52:1 (including effect of currency swaps on rupee debt was 0.59:1) and the debt:equity ratio net of cash and cash equivalents as on March 31, 2022 was 0.06:1 (including effect of currency swaps on rupee debt was 0.12:1). Your Company redeemed non-convertible Debentures aggregating to '' 200 crores during the year and also settled the swaps relating to those debentures.

HEALTH, SAFETY, ENVIRONMENT AND QUALITY (HSEQ)

The last couple of years have been very challenging for the shipping industry. The outbreak of COVID-19 and its impacts worldwide cannot be overstated. Hundreds of millions of people around the globe were infected by the disease with many suffering from severe and life-threatening symptoms. Pandemic throwed up various challenges, which are not only limited to crew change or logistics support to the ship, but also to keep people motivated and focused. However, your Company''s committed teams on board and ashore ensured the implementation of risk-based Disease Outbreak plan helping in minimizing its impact on business operations to a large extent. Regardless to say the team is still on the job with continued sincerity as there are signs of a fresh wave in few parts of the world.

Your Company believes in ensuring clean seas, reducing generation of waste and avoiding pollution at sea. This year, your Company has had zero non-compliance with MARPOL and zero spills to sea.

Your Company cares for its employees and during these challenging times of pandemic, extraordinary measures were taken to give priority to their health and safety. Arrangements like continued work from home option for all shore employees, vessel diversion for crew sign on/sign off, 1-Call remote expert counselling service, enhanced pre-employment mental examination from the experts and a dedicated crew relationship officer for managing their welfare and to enhance their relationship with the organization were some of the measures.

Your Company has taken several initiatives to foster the safety culture on board, which includes introduction of tools to avoid injuries such as Whip-check device, finger saver and 3M™ Protect® Rebel Self-Retracting Lifeline and continuation of GESCO safety culture course and Dynamic Safety Trainings. These initiatives have started yielding results and have translated into reduction of Lost time Injury with Zero Fatalities or Partial / Total disability cases.

Your Company conducted exclusive vaccination drives for seafarers on board and on vacation. 85.6% and 12.8% were fully and partially vaccinated respectively. Similar programs were done for shore employees and their families in Ocean House. All of the shore employees are now fully vaccinated except for some maternity cases.

Your Company''s vessel ''Jag Rani'' was involved in a rescue operation of a seafarer at sea. It was done while vessel was enroute to Jeddah. 3rd Officer had fallen overboard from another vessel in the vicinity while working on lifeboat. He was picked up from sea using a life buoy & cargo net and was provided with warm clothing, food and water. Later, he was safely disembarked.

In its effort to reduce the GHG emissions, your Company has fitted its vessels with Mewis Duct, LED lighting, and applied superior antifouling coatings on selected vessels this fiscal. In its journey towards decarbonization, your Company conducted successful ship trials with a low carbon alternate fuel (biofuel blend) on one of its vessels. These fuels are generally considered to be carbon neutral because the amount of carbon dioxide (C02) they emit during combustion tends to be absorbed by source plants, etc. during their growing stage. The biofuel blend used for trials was certified by International Sustainability and Carbon Certification (ISCC) and complying with EU Renewable Energy Directive (RED II) requirements.

Your Company also successfully conducted Its first drone delivery operation trials at Singapore anchorage on the vessel ''Jag Arnav''. This will help your Company in reducing its scope 3 emissions and provide an option of contactless delivery.

Environmental initiatives working group was formulated who shall be doing research on the feasibility of use of alternate fuels, technologies, and retrofits for use on your Company''s existing fleet.

In the effort to streamline the organization structure and consolidate functions, the Training & Assessment and Vessel Performance Cells were moved under the HSEQ department. This will also help in overall value creation by better collaboration and implementation.

TRAINING AND ASSESSMENT

Keeping in mind your Company''s endeavour to man the entire fleet with a pool of competent, confident and well-trained seafarers, the Training and Assessment cell has continued to manage and satisfactorily conduct mandatory and recommendatory value-added training for the seafarers.

The challenges due to ongoing COVID 19 pandemic faced by the department during the past year are minimized to Quite an extent, however continuing in some areas. During the pandemic, your Company commenced online facilitation of various in-house trainings. Your Company also worked with the maritime training institutes to move some of the existing training online and developed some new online trainings. Training and Assessment department continued to work jointly with various partners in training not only in India but also globally, to shift the focus from classroom training to online training.

In view of the new maritime regulatory reguirements and updated training matrix, the department developed and conducted various in-house training modules with assessment viz. DANAOS ISM Module, LSA FFA Module, Inventory of Hazardous Material Training, Cyber Security Online Module, Main Engine & Boiler Water-Chemical Treatment, Incident Investigation Training, Risk Assessment Training, Environmental Officer Training Course and Induction Program etc.

In addition, various other value-added Courses (beyond the Training Matrix) were conducted on e-platforms.

The department continued conducting the competency assessments for every rank of seafarers. Clearing these competency assessments Is a mandatory reguirement of your Company for recruitment and promotions of the seafarers.

Training and Assessment portal developed in-house Is being used to monitor the Training Need Identification and monitoring of its effectiveness.

IT INITIATIVES

Your Company''s focus on technology initiatives which includes new platform implementation, application consolidation, Business Continuity Process (BCP) and Cybersecurity Governance have enabled your Company to conduct smooth business operations, safe from cyberthreat, and helped in embarking on major change initiative of ''Rise with SAP S/4 HANA'' ERP implementation. These changes will bring in industry best practices, process standardization, improvement, bring transparency and audit compliance. The organization''s technology enablement and collaboration platform ensured zero disruption during pandemic lockdown period and BCP got demonstrated as live use case.

In FY 2021-22, IT department has focused on the following major initiatives:

APPLICATION CONSOLIDATION INITIATIVE

To ensure efficient and effective performance of business support system, your Company has partnered with SAP and has gone for latest ''Rise with SAP s/4 HANA'', which Is a complete enterprise resource planning (ERP) system with built-in intelligent technologies, including Al, machine learning and advance analytics. Implementation of SAP will be done in FY 2022-23.

Last year, your Company had partnered with Danaos (Greece based shipping software company) for their powerful maritime software suite, which Is an integrated and unified environment between ship and office. In Phase 1, your Company has implemented Planned Maintenance System (PMS) for Technical Department. In the second Phase, your Company has Implemented HSEQ modules and Implementation of commercial and operations modules Is In progress.

BUSINESS CONTINUITY PLAN

Your Company is committed to ensure that its systems are resilient and ensured high availability in case of any disaster scenarios. They are designed with strong business continuity plan. It enabled IT to respond quickly to any kind of disruption and be prepared with a strong recovery and response time to make systems available with minimum restoration time and data loss. In FY 2021-22, your Company ensured continuity of critical business operations through various technology initiatives, so that business can run smoothly during or after the crisis.

Technology transformation initiatives like Modernised Infrastructure, Cloud-first strategy, and setup of complete Disaster Recovery Site (DR) has helped your Company to run the business from Work from Home (WFH) without compromising on employee productivity.

Work from Home (WFH): Your Company has ensured that there are zero cybersecurity incidents, 100% application availability and provided 24x7 remote support (earlier 9x5 support) to ships for smooth business operations.

SHIP IT MANAGEMENT

Your Company improvised the solution to have centralized platform for remote monitoring, maintenance and management of the entire IT and connectivity infrastructure onboard including network devices, satellite terminals, operating systems, applications, OT details with low, controlled bandwidth requirements. Below are the features of the solution:

• Asset management

• Network visualization

• Remote monitoring and management

• Software update and patching mechanism

• Alert mechanism for server and system for CPU, memory, storage issues

• Remote installation and uninstallation of software

Ships well connected with high bandwidth continued to help to cut down the travel costs by quick access for expert advice from office to resolve technical issues. Major Dry Dock operations had also been carried out on multiple ships through video conferencing.

CYBER RESILIENCE

Cybersecurity will continue to be on top priority in the international maritime sector. Your Company has strengthened the cybersecurity posture for ships and shore to protect the integrity of the organization''s information and IT assets.

Governance through ''Sea Hawk'' an Al & ML based security application has helped the team to protect the organization from any advanced level cyber threat.

FUTURE ROADMAP

Your Company is committed to continue technology modernization initiatives and is planning to carry out industry benchmarking and technology gap analysis exercise to detail out continual improvement plans and roadmap for future. Your Company is planning to take up initiative to adopt best practices in shipping industry and its key focus areas for coming year will be adoption and stabilization of new SAP ERP system, process automation leading to operational efficiency improvements, Strategic and Analytical Dashboards development to support decision making, adoption of lOT and RPA to automate the mundane tasks and improve productivity.

HUMAN RESOURCES

The second wave of the Covid-19 pandemic and the onslaught of Omicron variant compelled the organization to defer resumption of the office till next fiscal year and hence employees continued to work from home during this year. The organization took proactive measures to facilitate double vaccination of its shore and floating staff through tie ups with eminent hospital chains across India and onsite vaccination campaigns.

Focus on training continued through online delivery of the programs as well as tie ups with learning platforms such as Linkedln learning and Nomadic. Programs on coaching for leadership roles, ethics and governance, communication, POSH awareness sessions and specific marine programs were held during the year. A program based on positive psychology by leveraging one''s strengths using Clifton Strengthfinder was organized for 120 shore employees.

Your Company signed a four-year wage settlement with Shore Union during the year. Settlement is effective from 1 July 2021.

Retention of the shore staff for the year was 97%.

Total number of shore staff and ship board personnel was 249 and 1812 respectively at the end of the year.

GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

Whilst the world has been striving hard to overcome the effects of the Covid-19 pandemic, the Maritime Training Institutes like most other schools and colleges were most adversely affected. The Great Eastern Institute of Maritime Studies was no less affected and had to overcome multiple challenges including effectiveness of on-line training. With the coming and going of each wave of the pandemic (all in a span of few months from October 2021 till March 2022) we had to re-open, close and then recently re-open the college finally for physical lectures, as per the Government and Director General of Shipping Office directives. Each time it caused severe disruption in schedules and delayed course completion of the batches. All these challenges were successfully overcome, and the Institute is now back to full strength and all batches are in the campus now. Despite all this, the selection, recruitment and training programs have continued unhindered and all faculty and staff have manfully toiled to make things happen seamlessly.

During FY 2021-22, a total of 293 cadets passed out from the Nautical, Marine Engineering, Electrical Technology and GP Rating courses. The Institute also admitted 435 new cadets during the year in these 4 courses.

The Institute was audited and certified for Quality Management System ISO 2008-2015 by Indian Register of Shipping. An impressive result of 97.5% during the Comprehensive Inspection Programme (CIP) Audit of Director General of Shipping was obtained thus maintaining the "OUTSTANDING” rating since inception.

The Institute was awarded the ''Maritime Training Institute of the Year'' award at the Samudra Manthan awards in December 2021. The Institute was also awarded the ''Best Training Institute Award'' by National Maritime Day Celebrations Committee in April 2022 as part of the National Maritime Day Celebrations. These dual awards are recognition enough to show that the Institute is indeed one of the best managed and operated Maritime Institutes in India.

Your Company proposes to construct a state-of-the-art museum on the GEIMS premises, which would serve as an effective primer for understanding the maritime industry, your Company''s historical and present role in facilitating trade and the importance of a seafarer''s role within this overall context.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been conscious of its role as a good corporate citizen and strives to fulfil this role by running its business with utmost care for the environment and all the stakeholders. Your Company looks at Corporate Social Responsibility (CSR) activities as significant tool to contribute to the society.

The Board of Directors of your Company has constituted a Committee of Directors, known as the Corporate Social Responsibility Committee comprising of Mr. Vineet Nayyar (Chairman), Mr. Cyrus Guzder and Mr. Bharat K. Sheth to steer its CSR activities.

Copy of the Corporate Social Responsibility Policy of your Company as recommended by the CSR Committee and approved by the Board is enclosed as ''Annexure A''. The CSR Policy is also available on the website of your Company: www.greatship.com.

The CSR Policy is implemented by your Company through Great Eastern CSR Foundation, a wholly owned subsidiary of your Company, specifically set up for the purpose.

During FY 2021-22, '' 6.61 crores were contributed by your Company to Great Eastern CSR Foundation for undertaking CSR activities as against the mandatory requirement of spending '' 5.03 crores as per the provisions of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is enclosed herewith as "Annexure B”.

DIRECTORS

Following appointments / re-appointments were approved by the members at their Annual General Meeting held on July 29, 2021:

• Re-appointment of Mr. G. Shivakumar as a Director of the Company, liable to retire by rotation.

• Appointment of Mr. Urjit Patel as an Independent Director of the Company for a term of 5 years w.e.f. August 01,2020.

• Re-appointment of Mr. Tapas Icot as ''Executive Director'' of the Company for a term of 3 years w.e.f. November 02, 2021.

Mr. Urjit Patel resigned as an ''Independent Director'' of the Company with effect from January 31, 2022. Due to his new full-time work assignment, the attendant time constraint compelled Mr. Urjit Patel to tender his resignation.

Your Directors place on record their appreciation for the valuable guidance and support extended by Mr. Urjit Patel during his tenure as an Independent Director of the Company.

The Board of Directors, at its meeting held on May 06, 2022, appointed Mr. Shivshankar Menon, Mr. T N. Ninan and Mr. Uday Shankar as Additional Directors and Independent Directors of the Company for a term of 3 years w.e.f. May 06, 2022. They bring with them years of rich experience and knowledge of working with private sector as well as public services, which will be of immense benefit to your Company.

Mr. Shivshankar Menon, Mr. T N. Ninan and Mr. Uday Shankar, being Additional Directors, cease to be the Directors of the Company on the date of the ensuing Annual General Meeting and are reguired to be appointed by the members. Notices under Section 160 of the Companies Act, 2013 have been received in respect of their appointment as Independent Directors of the Company.

The Board of Directors, at its meeting held on May 06, 2022, re-appointed Mr. Bharat K. Sheth as ''Deputy Chairman & Managing Director'' for a period of 3 years w.e.f. April 01, 2023 and Mr. G. Shivakumar as ''Executive Director'' for a period of 3 years w.e.f. November 14, 2022.

Mr. Tapas Icot shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointments of Mr. Shivshankar Menon, Mr. T N. Ninan and Mr. Uday Shankar as ''Independent Directors'', re-appointment of Mr. Bharat K. Sheth as ''Deputy Chairman & Managing Director'', re-appointment of Mr. G. Shivakumar as ''Executive Director'' and re-appointment of Mr. Tapas Icot as a ''Director retiring by rotation'' reguire your approval at the ensuing Annual General Meeting.

Necessary resolutions for their appointments / re-appointments have been included in the Notice convening the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

The policies on Director''s appointment and remuneration including criteria for determining Qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees are enclosed herewith as Annexures ''C'' and ''D''.

The details of remuneration as reguired to be disclosed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure ''E''.

During the year, Mr. Bharat K. Sheth, who is also the Non-executive Chairman of Greatship (India) Ltd. (Gil), a wholly owned subsidiary of the Company, was in receipt of remuneration of '' 5.40 lakhs for FY 2020-21 from GIL. The Board of Directors of GIL have approved payment of remuneration of '' 9 lakhs for FY 2021-22 to Mr. Bharat K. Sheth, subject to GIL''s shareholders'' approval.

BOARD MEETINGS

During the year, 6 meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report.

BOARD EVALUATION

With a view to bring in objectivity and independence in the process of performance evaluation of the Board, its Committees and individual Directors, your Company engaged the services of Grant Thornton Bharat LLP (''GTBL'') to assist in conducting performance evaluation for FY 2021-22. The Performance Evaluation Framework of your Company was accordingly modified to enable the same.

GTBL conducted the assessment in line with the regulatory reguirements and leading practices in the market and submitted its ''Board Assessment Report''. The annual performance evaluation of the Board, its committees and all the Directors individually was done based on the ''Board Assessment Report'' submitted by GTBL.

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of Independent Directors reviewed performance of your Company Board as a whole and Non-Independent Directors (including Chairman) of your Company.

The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of your Company and every Director.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) of the Companies Act, 2013 the Board of Directors hereby state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate

and operating effectively.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has formally adopted the ''National Guidelines on Responsible Business Conduct'' (''NGRBC'') issued by Ministry of Corporate Affairs. The applicable aspects of the principles of NGRBC have been suitably incorporated in the internal policy framework and operating processes followed by your Company.

The Business Responsibility and Sustainability Report as per the format specified by Securities & Exchange Board of India forms part of this Annual Report. Though not mandatory yet, your Company has voluntarily decided to publish it.

A separate section on ESG (Environment, Social & Governance) also forms part of this Annual Report.

Copy of Annual Return as required under Section 92(3) of the Companies Act, 2013 has been placed at the website of your Company, www. greatship.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

With a view to create safe workplace, your Company has formulated and implemented Sexual Harassment (Prevention, Prohibition and Redressal) Policy in accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. For the purpose of handling and addressing complaints regarding sexual harassment, your Company has constituted Internal Complaint Committee with an external lady representative (who has the requisite experience in this area) as a member of the Committee. To build awareness in this area, your Company also conducts awareness programmes within the organisation.

During the year, no complaints with allegations of sexual harassment were received by the Company.

VIGIL MECHANISM

Your Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees to report genuine concerns. The Whistle Blower Policy provides for adeguate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

A copy of the Whistle Blower Policy is available on the website of your Company: www.greatship.com

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on dealing with Related Party Transactions, a copy of which is available on the website of your Company: www.greatship.com

The particulars of contracts or arrangements with related parties in Form AOC 2 is annexed herewith as "Annexure F”.

All the related party transactions have been entered into by your Company in the ordinary course of business and on arm''s length basis.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of your Company is available on the website of your Company: www.greatship.com

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION CONSERVATION OF ENERGY

In order to align with IMO''s GHG emission reduction targets and to prepare for a low carbon future, your Company has been undertaking various initiatives about enhancing energy efficiency in its business operations. The same have also been described in detail in the ESG Report, which forms part of this Annual Report.

ENERGY SAVING TECHNOLOGIES

In our efforts to reduce emissions, your Company has implemented following energy efficiency projects on various vessels during this financial year. Few of these will help us in complying with new IMO MARPOL Annex VI regulations - EEXI & CII reguirements on emission reduction:

• Mewis duct - 06 vessels at an additional cost of USD 1.46 Mn. Mewis Duct is a device which improves the flow of water on to propeller and thus its efficiency. It also helps in reduction of underwater noise.

• LED lighting - 05 vessels at an additional cost of USD 0.10 Mn. Cost of USD 0.03 Mn has also been committed for the LED lighting projects under progress. LED lights are energy efficient as compared to traditional lights such as fluorescent, halogen and incandescent lights.

• High performance paints - For a typical ship loss of energy through hull resistance is around 30% and this increases with growth of hull roughness due to biofouling. To minimize growth of biofouling, your Company has applied superior anti-fouling coatings on 10 vessels during their respective dry dockings in this financial year. The additional cost incurred for application of the superior anti-fouling coatings was USD 1.89 Mn.

During the year, saving of USD 3.47 Mn was achieved in fuel cost from propulsion energy saving retrofits (viz. Mewis Duct, Propeller Boss Cap Fins, Kappel Propeller) and use of superior anti-fouling hull coatings carried out on fleet vessels in previous years. This fuel saving also resulted in reduction of C02 emission by 18537.15 MT during the year.

COMPLIANCE WITH IMO DCS AND EU MRV REGULATIONS

With effect from January 01, 2019 all vessels above GT 5000 are mandatorily reguired to report their annual fuel consumption, distance sailed and sailing hours and certain other technical features of individual ships to its Flag State and upon satisfactory verification of the data, Flag States in turn are obliged to submit such data to International Maritime Organization (IMO) all as per Regulation 22A - Collection and reporting of ship fuel oil consumption data of MARPOL Convention, Annex VI. The data will be used by IMO for making future policy decision with respect to further reduction of GHG emission from ships on international trade. Your Company has developed ship specific reguired Data Collection Plans which describes the procedure of collection, Quality control, storage and transmission of relevant data and the same have been approved by Recognized Organizations (RO). Data for the calendar year 2021 have been submitted to R.O by the due date for their review.

Similar exercise for corresponding reguirement of European Union, but applicable to vessels which have made commercial voyages to or from EU for the calendar year 2021, has been completed.

QUANTIFICATION AND REPORTING OF GHG EMISSION

Your Company since FY 2015-16 has started to capture and quantify GHG emission from its business operations in a transparent and standardized manner for the information of stakeholders of your Company on a voluntary basis. The GHG emission quantification and reporting has been done taking into account:

• ISO 14064-1 (2006) Greenhouse gases - Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals, and

• The Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard (Revised edition) published by World Business Council for Sustainable Development and World Resources Institute.

COMPLIANCE WITH ENERGY EFFICIENCY EXISTING SHIP INDEX (EEXI) AND CARBON INTENSITY INDICATOR (CII)

In preparation for the new regulations of Energy Efficiency Existing Ship Index (EEXI) which is coming into force from January 01, 2023, your Company has performed sample EEXI calculations for all its fleet vessels with the support of Classification Societies and plan to fully comply through a combination of engine power limitation (EPL) and other energy savings devices like MEWIS duct etc. Your Company intends to complete the whole process well before the due date.

Your Company has developed an inhouse program for tracking and monitoring of Carbon Intensity Indicator (CII) ratings for all its vessels. This will help the organization in timely identifying the vessels which require improvement and appropriate actions can be planned accordingly.

AUDITORS

Pursuant to the provisions of Section 139 of Companies Act, 2013, Deloitte Haskins & Sells LLP were appointed as the Statutory Auditors of your Company at the Annual General Meeting held on August 10, 2017, to hold office till the conclusion of the ensuing Annual General Meeting.

Since Deloitte Haskins & Sells LLP has completed its first term as prescribed under Section 139(2) of the Companies Act, 2013, the Audit Committee and the Board of Directors have recommended their re-appointment as Statutory Auditors for second term to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the 79th Annual General Meeting to be held in calendar year 2027.

Necessary resolution for their re-appointment has been included in the Notice convening the ensuing Annual General Meeting.

The report given by the Auditors on the financial statements of your Company is part of this Report. There has been no qualification, adverse remark of disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company appointed M/s. Mehta & Mehta, Company Secretaries to undertake the Secretarial Audit of your Company for the financial year ended March 31,2022.

The Secretarial Audit Report of your Company is annexed herewith as "Annexure G”.

The Secretarial Audit Report of Greatship (India) Limited, the material unlisted Indian subsidiary of your Company, is annexed herewith as "Annexure H”.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Outgo are as follows:

a)	Foreign Exchange earned on account of freight, charter hire earnings, sales proceeds of ships, etc.	('' in crores) 1990.50
b)	Foreign Exchange used including operating expenses, capital repayment, down payments for acquisition of ships (net of loan), interest payment, etc.	2271.28

OTHER DISCLOSURES

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not reguired by your Company.

Neither any application was made, nor any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 in respect of your Company during or at the end of the financial year 2021-22.

The disclosures on valuation of assets as reguired under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees through their dedicated services to your Company. A special mention needs to be made about the shipboard personnel who have soldiered tirelessly to keep global supply chain open even in the phase of the Covid-19 pandemic. Your Directors look forward to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth

Chairman (DIN: 00022079)

Mumbai, May 6, 2022

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Mar 31, 2018

The Directors are pleased to present the 70^th Annual Report on the business operations and the Financial Statements of your Company for the financial year ended March 31, 2018.

FINANCIAL PERFORMANCE

The financial results of the Company (standalone) for the financial year ended March 31,2018 are presented below:

(Rs. in crores)

	2017-18	2016-17
Total Revenue	2399.27	2224.71
Total Expenses	2232.08	1583.32
Profit before tax	167.19	641.39
Less : Tax Expenses	7.00	40.00
Profit for the period	160.19	601.39
Retained Earnings
Balance at the beginning of the year	1405.71	1558.29
Add :
- Profit for the year	160.19	601.39
- Other Comprehensive Income	3.42	(2.14)
Less :
- Transfer to Tonnage tax reserve	15.00	100.00
- Transfer to Debenture redemption reserve	28.75	591.25
- Interim Dividend on Equity Shares	-	54.28
- Final Dividend on Equity Shares (FY - 2016-17)	98.01	-
- Dividend Distribution Tax	14.63	6.30
Balance at the end of the year	1412.93	1405.71

The net worth of the Company as on March 31, 2018 was Rs.5225.42 crores as compared to Rs.5162.02 crores for the previous year.

The financial statements have been prepared in accordance with the Indian Accounting Standards (IndAS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

DIVIDEND

Your Directors recommend a final dividend of Rs.7.20 per share which will result in an outflow of Rs.126.08 crores (inclusive of tax on dividend). This represents a payout ratio of 78.71% (previous year 28.90%). The dividend will be paid after your approval at the ensuing Annual General Meeting.

GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

The Great Eastern Institute of Maritime Studies, Lonavla (GEIMS) has trained 3463 cadets since inception. These cadets, upon passing out, serve on merchant ships as Nautical Officers, Graduate Marine Engineers and Electro-Technical Officers. About 50% of the passed out cadets serve on the Company’s vessels whereas almost 70% of the Officers on the Company’s vessels have been trained at GEIMS. This percentage will increase in the next few years. The first General Purpose Rating (GP Rating) batch of trainees successfully passed at GEIMS in July 2017. After successful completion of their training, 34 trainees are placed on Company’s vessels.

For the first time GEIMS has inducted seven Angolan cadets (including two female cadets) to be trained as Electro-Technical officers.

During the last Annual Comprehensive Inspection Programme (CIP) conducted under the enhanced guidelines of DG Shipping, GEIMS has improved on its earlier score and was once again awarded Grade A1 (Outstanding). This gradation places GEIMS as one of the premier Maritime Training Institutes in the country and confirms the high level of compliance with all Merchant Shipping rules and associated orders, circulars and guidelines issued by DG Shipping from time to time.

To further enhance training at the Institute, GEIMS has installed a full size forecastle of a ship procured from the shipbreaking yard at Alang. This will provide hands-on training to trainees on aspects of seamanship, anchor operations, navigational lights, electrical and hydraulics machinery and ship construction.

Also, a Modern Bridge Simulator, encompassing the current technologies and types and sizes of ships, has been set-up in the campus for practical training of nautical officers. An advanced Electrical and Control Laboratory is being set up for training of Engineering and ElectroTechnical officers at GEIMS.

Forty computer work stations have been included in the Institute library to enable trainees to browse the digital library for technical reference.

Above training facilities have been included in the campus in addition to the already existing “Centers of Excellence” for marine boiler and high voltage simulation and a fully functional marine diesel engine.

To enhance the security within the campus, 29 high resolution CCTV cameras have been mounted at vulnerable locations. Also, as per DG shipping requirement, in order to ensure the required attendance of lectures by all trainees, biometric recording has been initiated at the entrance of each classroom.

CORPORATE SOCIAL RESPONSIBILITY

The Company has always been conscious of its role as a good corporate citizen, and strives to fulfill this role by running its business with utmost care for the environment and all the stakeholders. The Company looks at Corporate Social Responsibility (CSR) activities as significant tool to contribute to the society.

The Board of Directors of the Company has constituted a Committee of Directors, known as the Corporate Social Responsibility Committee, comprising of Mr. Vineet Nayyar (Chairman), Mr. Cyrus Guzder and Mr. Bharat K. Sheth to steer its CSR activities.

Copy of the Corporate Social Responsibility Policy of the Company as recommended by the CSR Committee and approved by the Board is enclosed as ‘Annexure A’. The CSR Policy is also available on the website of the Company : www.greatship.com.

The CSR Policy is implemented by the Company through Great Eastern CSR Foundation, a wholly owned subsidiary of the Company specifically set up for the purpose.

The Annual Report on CSR activities is enclosed herewith as “Annexure B”.

DIRECTORS

Mr. G. Shivakumar shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary resolution for re-appointment of Mr. G. Shivakumar has been included in the Notice convening the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors have been appointed for a period of five years and shall not be liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policies on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors, and also remuneration for key managerial personnel and other employees are enclosed herewith as Annexure ‘C’ and ‘D’.

During the year, Mr. Bharat K. Sheth, who is also a Non-Executive Chairman of Greatship (India) Ltd. (GIL), a wholly owned subsidiary of the Company, was in receipt of commission of Rs.13,000,000 from GIL.

The details of remuneration as required to be disclosed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure ‘E’.

BOARD MEETINGS

During the year, 5 meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report.

BOARD EVALUATION

Annual performance evaluation of Board, its committees (namely, Audit, Nomination and Remuneration, Corporate Social Responsibility and Stakeholders’ Relationship Committees) and all the Directors individually has been done in accordance with the Performance Evaluation Framework adopted by the Nomination and Remuneration Committee of the Company. The Performance Evaluation Framework sets out the performance parameters as well as the process for performance evaluation to be followed. During the year, the Performance Evaluation Framework was revised to elaborate the evaluation parameters and process in line with the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January 05, 2017.

In accordance with the new Performance Evaluation Framework, performance evaluation forms were circulated to all the Directors to record their evaluation of the Board, its Committees and Non-executive Directors of the Company. The performance evaluation of the Company and Executive Directors was done on the basis of presentation made by the management.

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of Independent Directors reviewed performance of the Company Board as a whole and Non-Independent Directors (including Chairman) of the Company.

The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of the Company and every Director.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) of the Companies Act, 2013, the Board of Directors hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations.

The extract of annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed herewith as Annexure ‘G’.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

With a view to create safe workplace, the Company has formulated and implemented Sexual Harassment (Prevention, Prohibition and Redressal) Policy in accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. For the purpose of handling and addressing complaints regarding sexual harassment, the Company has constituted Internal Complaint Committee with an external lady representative (who has the requisite experience in this area) as a member of the Committee. To build awareness in this area, the Company also conducts awareness programmes within the organisation.

During the year, no complaints with allegations of sexual harassment were received by the Company.

VIGIL MECHANISM

The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

A copy of the Whistle Blower Policy is available on the website of the Company: www.greatship.com

RELATED PARTY TRANSACTIONS

The Company has formulated policy on dealing with Related Party Transactions, a copy of which is available on the website of the Company: www.greatship.com

The particulars of contracts or arrangements with related parties in Form AOC 2 is annexed herewith as “Annexure F”.

All the related party transactions have been entered into by the Company in the ordinary course of business and on arm’s length basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company is enclosed as ‘Annexure H’. The Dividend Distribution Policy is also available on the website of the Company : www.greatship.com.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION CONSERVATION OF ENERGY

In order to contribute to and prepare for a low carbon future, your Company has been undertaking various initiatives with regard to enhancing energy efficiency in its business operations.

ENERGY SAVING DEVICES

During the financial year under consideration, following Energy Saving Devices were retrofitted for reducing fuel consumption of main propulsion system:

a) Jag Aparna, Jag Rishi, Jag Prakash, Jag Pushpa, Jag Aanchal and Jag Prerana were retrofitted with Propeller Boss Cap Fins / EcoCap, a device which improves propulsive efficiency. The propeller’s rotational motion forms a strong vortex at the center, which causes overall loss of propulsive efficiency. The finned features of a PBCF-EcoCap break up this vortex, thereby reducing the loss of energy.

Total cost incurred on above six ships: USD 354,293.

b) For a typical Bulk Carrier or Tanker, loss of energy through hull resistance is around 30% and this increases with growth of hull roughness due to bio-fouling. To minimize growth of bio-fouling, the Company has applied superior anti-fouling coatings on Jag Laadki, Jag Prakash, Jag Pushpa and Jag Prerana during their respective dry dockings during the financial year.

The additional cost incurred for application of the superior anti-fouling coatings was USD 669,038.

During the financial year saving of USD 1.77 Mn was achieved in fuel cost from energy saving retrofits and use of superior anti-fouling hull coatings alone. This fuel saving also resulted in reduction of CO₂ emission by 15,771 MT

TECHNOLOGY ABSORPTION

Your Company has identified and absorbed several technologies on fleet vessels. These are reflected in paragraphs above.

COMPLIANCE WITH EU MRV (MONITORING, REPORTING, VERIFICATION) REGULATION

With effect from 1^st January 2018 all vessels above GT 5000 engaged in carrying cargo to and from and within European Union (EU) ports are mandatorily required to report their fuel consumption, CO₂ emission and certain other parameters pertaining to work done during such voyages to European Commission as per their Regulation (EU) 2015/757 (on the monitoring, reporting and verification of carbon dioxide emissions from maritime transport) annually. Your Company has developed ship specific required Monitoring Plans which describes the procedure of collection, quality control, storage and transmission of relevant data and the same have been approved by accredited Verification Body. Data for the first calendar year 2018 duly reviewed by Verification Body will have to be submitted to EC by 30^th April 2019.

QUANTIFICATION AND REPORTING OF GREENHOUSE GAS (GHG) EMISSION

Since FY 2015-2016, your Company has started to capture and quantify GHG emission from its business operations in a transparent and standardized manner for the information of stakeholders of the Company on a voluntary basis. The GHG emission quantification and reporting has been done taking into account:

- ISO 14064-1 (2006) “Greenhouse gases - Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals, and

- The Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard (revised edition) published by World Business Council for Sustainable Development and World Resources Institute.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Outgo are as follows:

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP were appointed as the Statutory Auditors of your Company to hold office until the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2022.

The Report given by the Auditors on the financial statements of the Company is part of this Report. There has been no qualification, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company appointed M/s. Mehta & Mehta, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2018.

The Secretarial Audit Report is annexed herewith as “Annexure I”.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees through their dedicated services to the Company. Your Directors look forward to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth

Chairman

(DIN : 00022079)

Mumbai, May 04, 2018

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Mar 31, 2017

The Directors are pleased to present the 69th Annual Report on the business operations and the Financial Statements of your Company for the financial year ended March 31, 2017.

FINANCIAL PERFORMANCE

The financial results of the Company (standalone) for the financial year ended March 31, 2017 are presented below:

(Rs. in crores)

	2016-17	2015-16*
Total Revenue	2226.74	2110.39
Total Expenses	1585.35	1473.11
Profit before tax	641.39	637.28
Less : Tax Expenses	40.00	19.00
Profit for the period	601.39	618.28

Retained Earnings
Balance at the beginning of the year	1558.29	1448.45
Add :
- Profit for the year	601.39	618.28
- Other Comprehensive Income	(2.14)	(134)
Less :
-Transfer to Tonnage tax reserve	100.00	125.00
-Transfer to Debenture redemption reserve	591.25	25.00
-Dividend on Equity Shares	54.28	309.09
-Dividend Distribution Tax	6.30	48.01
Balance at the end of the year	1405.71	1558.29

*recasted as per Ind AS

The net worth of the Company as on March 31, 2017 was Rs.5162.02 crores as compared to Rs.4620.08 crores for the previous year.

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

DIVIDEND

During the year, your Directors declared and paid an interim dividend of Rs.3.60 per share, resulting in an outflow of Rs.60.58 crores (inclusive of tax on dividend).

Your Directors recommend a final dividend of Rs.6.50 per share which will result in an outflow of Rs.117.96 crores (inclusive of tax on dividend). The dividend will be paid after your approval at the ensuing Annual General Meeting. The aggregate outflow on account of the equity dividend for the year will be Rs.178.54 crores (inclusive of tax on dividend). This represents a payout ratio of 29.69% (previous year 39.46%).

COMPANY PERFORMANCE

In Financial Year (FY) 17, the Company recorded a total income of Rs.2226.74 crores (Previous year Rs.2110.39 crores) and earned a PBIDT of Rs.1261.97 crores (previous year Rs.1,108.30 crores).

MARKET ANALYSIS

CRUDE MARKETS

The crude oil tanker market in FY 17 saw lower earnings than FY 16 due to the following factors:

- Disruptions in oil supply from West Africa and Canada.

- Oil demand growth slowed down to below 1.4 mbpd coupled with a significant growth in fleet supply at 6.5%.

- Flattening oil price curve leading to less demand for ships for storage and release of a significant number of ships already held in floating storage.

- Weaker refining margins, compared to last year, as products inventory was drawn down, leading to lower crude demand by refineries. The table below captures the earnings of the Suezmax and the Aframax type of ships over the financial year (S/day).

Source: Baltic Exchange

These weak earnings led to healthy correction in asset prices for the crude ships and the Company was able to capitalize on the same by acquiring a few modern ships. The Company believes that these acquisitions will be value accretive to the shareholders in the long term.

In FY 17, crude tankers, inclusive of ''spot'' and ''period'', earned an average TCY of $ 21,853 /day (previous year $31,913/day).

PRODUCT MARKETS

The clean products trade in FY 17 was adversely affected due to the following factors:

- Due to high refinery runs in FY 16, inventory of products increased significantly, capping product prices and shutting many arbitrage plays.

- The West to East movement of naphtha almost came to a standstill, while the movement of cargo between the EU and US reduced as well.

- Crude prices also began to rise which further added strain to refinery margins.

- The lack of a contango led to a reduction in the number of vessels employed on storage and in slow steaming on certain vessels.

- Fleet supply was also quite strong at 5.5%.

The table below captures the earnings of the LR and MR type of ships over the financial year (S/day).

Source: Baltic Exchange

As a result of the lackluster earnings, the prices of the clean ships also corrected. The Company bought an MR tanker during FY 17 and also entered into a contract to buy another modern MR tanker just after the conclusion of the financial year. The Company believes that these acquisitions will also be value accretive in the long term.

Product carriers, inclusive of ''spot'' and ''period'', earned an average TCY of $ 15,707/day (previous year S20,155/day).

GAS MARKET

The rise of the gas market over the last few years had been characterized broadly by robust demand and the incremental LPG flowing from the US gulf Asia rather than middle east thus contributing tonne miles. To put it in perspective, the total LPG exports from the US, which was 1.42 Mn tons in 2006, grew to about 27-28 Mn tons in Cal 2016, with the majority destined for Asia.

However in FY 17, the fall in crude prices has led to a major slowdown in shale production which consequently has reduced the supply of LPG. Price increases in the US and depressed prices in Asia led to the elimination of arbitrage opportunities. While fundamental demand still remains strong, the cargoes have reduced on the margin. FY 17 also witnessed unprecedented fleet growth at 14.76% with minimal scrapping. As a result the freight markets remained under pressure in FY 17.

The graph below shows the VLGC earnings for FY 17 (S/day).

Source: Clarksons

The Gas carriers, inclusive of ''spot'' and ''period'', earned an average TCY of $ 38,114/day (previous year $77,586/day).

DRY BULK MARKETS

The dry bulk markets began the financial year on a weak note, thus continuing the sentiment of the previous financial year. The defining characteristic of the Dry Bulk market over the last few years is that it is intrinsically dependent on what happens to Chinese cargo volumes.

The following events followed each other during the financial year:

- China closed some iron ore mines with a focus on reducing pollution and steel mills focused more on high quality imported ore. This resulted in a boost in imports.

- The Chinese government in a measure to combat air pollution shut around 290 Mn tons of domestic coal mining capacity, leading to a surge in high quality imported coal.

- The fleet supply remained subdued during the first three quarters due to a high level of scrapping.

The raft of measures by the Chinese government led to a steadily strengthening market through the year with the fourth quarter taking a major turn upwards. The Company purchased several dry bulk ships in the financial year in order to capitalize on the low asset values. These acquisitions are already proving to be value accretive.

The table below shows the earnings of the various Dry bulk ships over FY 17 (S/day).

Source: Baltic Exchange

In FY 17, the average TCY for dry bulk vessels, inclusive of ''spot'' and ''period'', was approximately $ 7,051 /day as compared to $ 6,638/day in the previous year.

FLEET SIZE AND CHANGE DURING THE FINANCIAL YEAR

As of 31st March 2017, the fleet of your Company stood at 44 ships aggregating 3.69 Mn dwt, with an average age of 9.41 years. During the financial year, your Company took delivery of 7 tankers, 1 Very Large Gas Carrier and 6 Dry bulk carriers aggregating 1.39 Mn dwt. The Company also sold an Aframax tanker in the financial year.

MOVEMENT OF ASSET VALUES

The weakness of the tanker freight markets translated into the weakening of vessel values over the year. The crude vessels lost about 35% - 40% of the value depending on size and age whereas the clean vessels lost about 20% - 30% of their value depending on size and age. The value of the dry bulk vessels moved up on the back of strengthening freight rates with gains of 40% - 80%. Currently, the Company believes that the values of crude tankers have a negative bias especially of the older vessels while the clean tankers have stabilized in values. The values of the dry bulk assets continue to exhibit positive bias on their current valuations.

ORDER BOOK AND OUTLOOK

The tanker order book stands at about 12.6% of the fleet. The majority of this order book is slated to be delivered over the next 12 -15 months. As this order book delivers, coupled with the expected extension of OPEC cuts and lower refinery throughputs, the tanker freight markets are expected to remain subdued over the next 6-9 months where after secular demand is expected to make its effect felt on the markets.

The Dry Bulk order book stands at about 8.1% of the fleet and the majority of it is slated to be delivered over the next 12-15 months. Whilst this order book does not seem large, the Company has already seen a large growth in fleet over the last few years and thus it is critical that the order book does not grow. The strength in the freight markets coupled with low asset values is however encouraging owners to order more new buildings which can postpone the return of robust earnings for these vessels. The Company expects the market to plateau around the current earnings level over the next 6 months and the trajectory thereafter shall be guided by additional demand for dry bulk commodities and the increase/decrease of order book in the interim.

RISKS AND CONCERNS

Your Company has carried out a detailed exercise to identify the various risks faced by the Company, and has put in place mitigation, control and monitoring plans for each of the risks. Risk owners have been identified for each risk, and these risk owners are responsible for controlling the respective risks. The efficacy of these processes is monitored on a regular basis by Risk Committees for the different areas in order to make continuous improvement and is further reviewed by the Risk Management Committee consisting of the three Whole-time Directors and the Compliance Officer.

The material risks and concerns faced by the Company are as follows:

ECONOMIC RISK:

Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, the earnings of your Company could be impacted negatively if the global economic situation does not improve over the longer term.

VOLATILITY:

Over and above the economic risks, the shipping industry is impacted by numerous short term and regional factors, like political fallouts, weather changes, etc. This results in great amount of volatility in the freight market, which in turn impacts your Company''s earnings.

Your Company has attempted to hedge some of the above risk by entering into time charters for part of its fleet. Your Company also believes that one of the main elements of risk management in shipping is the cost of the asset, and will endeavour to time acquisitions and sales in such a way as to reduce risk on the portfolio.

SHIPBOARD PERSONNEL:

Indian officers continue to be in great demand all over the world. Given the unfavorable tax status conferred on a seafarer sailing on Indian-flagged vessels, it is becoming increasingly difficult for your Company to source officers capable of meeting the modern day challenges of worldwide trading. This is more relevant for tanker personnel and may become a hindrance to growth.

OPEC ACTION:

If the OPEC decides to prolong the cut in output, this drop in supply along with increased new building deliveries, could continue to negatively impact the demand for tankers.

CHINESE ECONOMY:

As seen in the recent past, China has been the main driving factor of the shipping demand. The Chinese economy has over the last financial year increased its consumption of imported dry bulk commodities. Whilst this has impacted trade growth positively, this demand needs to continue going forward. If this demand were to falter, this along with increased new building deliveries may renew the negative impact on dry bulk freight markets.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal financial control systems which are adequate for the nature of its business and the size of its operations. The policies and procedures adopted by the Company ensure the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The systems include a range of activities such as approvals, authorizations, verifications, reconciliations, review of operating and financial performance, security of assets, segregation of duties, preventive and detective controls.

The systems have been well documented and communicated. They are also tested from time to time through internal as well as external audits.

The internal audit is carried out by a firm of external Chartered Accountants and covers all departments. In the beginning of the year, the scope of the internal audit exercise including the key business processes and selected risk areas to be audited are finalized in consultation with the Audit Committee. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Audit Committee comprises of Mr. Cyrus Guzder (Chairman), Mr. Berjis Desai, Mr. Farrokh Kavarana and Ms. Rita Bhagwati.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with Ind ASs notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

The group recorded a consolidated net profit of Rs.754.96 crores for the year under review as compared to Rs.1096.98 crores for the previous year. The net worth of the group as on March 31, 2017 was Rs.7223.33 crores as compared to Rs.6563.48 crores for the previous year,

subsidiaries

The statement containing the salient features of the financial statements of the Company''s subsidiaries for the year ended March 31, 2017 has been attached along with the financial statements of the Company. The report on performance of the subsidiaries is as follows:

GREATSHIP (INDIA) LIMITED, INDIA

Greatship (India) Limited (GIL), wholly owned subsidiary of your Company and one of India''s largest offshore oilfield services providers, has completed its one of the most challenging years in the midst of worst downturn in the offshore oil and gas industry. GIL has, after accounting for an impairment of Rs.184.33 crores in asset values, recorded a profit after tax of Rs.154.71 crores on a consolidated basis for the year ended March 31, 2017 as compared to Rs.523.77 crores for the year ended March 31, 2016, after accounting for impairment of Rs.163.09 crores in asset values. The consolidated net worth of GIL for financial year 2017 was Rs.3,219.65 crores as compared to Rs.3,098.39 crores for financial year 2016.

During the year under review, GIL sold one 1999 built Platform Supply Vessel (PSV), ''Greatship Disha'' and its subsidiary in Singapore sold one 2013 built ROV (Remotely Operated Vehicle) Support Vessel (ROVSV), ''Greatship Ragini''. There was no addition to the fleet during the year under review. GIL, along with its subsidiaries, currently owns and operates nineteen vessels and four jack up drilling rigs. The operating fleet of nineteen vessels comprises of four PSVs, eight Anchor Handling Tug cum Supply Vessels (AHTSVs), two Multipurpose Platform Supply & Support Vessels (MPSSVs) and five ROVSVs.

During the year under review, the company commenced group restructuring exercise whereby the company has acquired full ownership of its Singapore subsidiary, Greatship Global Energy Services Pte. Ltd. (GGES) and further has also decided to acquire the jack-up rigs owned by GGES.

GIL has the following wholly owned subsidiaries:

- Greatship Global Energy Services Pte. Ltd., Singapore (GGES)

Subsequent to acquisition of all shares of GGES from GGHL by GIL, GGES has become the direct 100% wholly owned subsidiary of GIL w.e.f March 28, 2017. GGES currently owns four Jack-up rigs and GGES has committed to sell all its four jack-up rigs to GIL. GGES after accounting for impairment of USD 223.7 Mn in the asset values on account of assets being held for sale, incurred a loss of USD 198.54 Mn for the current financial year as against the profit of USD 42.87 Mn in the previous year.

- Greatship Global holdings Ltd., Mauritius (GGHL)

During the year, GGHL sold all the shares held by it in GGES, representing 89.3% of share capital of GGES, to GIL and recognized a gain on disposal of its holding in GGES. GGHL is the holding company of GGOS.

- Greatship Global Offshore Services Pte. Ltd., Singapore (GGOS)

GGOS owns and operates three offshore support vessels which include one Anchor Handling Tug cum Supply Vessel (AHTSV) and two Multipurpose Platform Supply and Support Vessels (MPSSVs). GGOS after accounting for an impairment of USD 16.32 Mn in asset values, incurred a loss of USD 19.96 Mn for the current financial year as against the loss of USD 5.33 Mn in the previous year, after accounting for impairment of USD 8.93 Mn in asset value.

During the year, GGOS''s wholly owned subsidiary, GGOS Labuan Ltd., Malaysia was struck off with effect from March 4, 2017.

- Greatship (uK) Limited, united Kingdom (GuK)

During the year under review, the term of the charter party for one of the ROV Support Vessels (ROVSVs) inchartered from GIL was completed and GUK continued to operate the other ROV Support Vessel (ROVSV) inchartered from GIL. GUK''s profit after tax for the current financial year amounted to USD 0.41 Mn as against the profit of USD 1.55 Mn in the previous year.

- Greatship Oilfield Services Ltd., India (GOSL)

GOSL did not carry out any operations during the year.

THE GREATSHIP (SINGAPORE) PTE. LTD., SINGAPORE

The Greatship (Singapore) Pte. Ltd. is a wholly owned subsidiary of your Company. The Greatship (Singapore) Pte. Ltd. does shipping agency business for the ships owned by your Company. During the year ended March 31, 2017 there were 87 ship calls at Singapore. The company''s profit after tax for the current financial year amounted to S$ 0.13 Mn as against the profit of S$ 0.20 Mn in the previous year.

THE GREAT EASTERN SHIPPING CO. LONDON LTD., u.K.

The Great Eastern Shipping Co. London Ltd. was a wholly owned subsidiary of your Company. It did not carry out any operations during the year. The company had filed an application with the Companies House, UK for voluntarily striking off its name from Register of Companies, UK. The company has been dissolved w.e.f August 30, 2016.

THE GREAT EASTERN CHARTERING LLC (FzC), u.A.E.

The Great Eastern Chartering LLC (FZC) is a wholly owned subsidiary of your Company. Chartering of ships is the main activity of this company. The company had in-chartered one Suezmax tanker on 3 years charter which will end in June 2017. The vessel was chartered to The Great Eastern Shipping Co. Ltd. commencing 3rd April 2015 on back to back terms. During the financial year ended March 31, 2017, the company made a loss of USD 0.59 Mn as against the profit of USD 1.65 Mn in the previous year.

THE GREAT EASTERN CHARTERING (SINGAPORE) PTE. LTD., SINGAPORE

The Great Eastern Chartering (Singapore) Pte. Ltd. is a wholly owned subsidiary of The Great Eastern Chartering LLC (FZC), UAE. The company has done no trading activity during the year due to deteriorating market conditions. During the financial year ended March 31, 2017, the company made a loss of USD 0.05 Mn as against the loss of USD 0.10 Mn in the previous year.

GREAT EASTERN CSR FOUNDATION, INDIA

Great Eastern CSR Foundation (Foundation) is a wholly owned subsidiary of your Company which handles the CSR activities of your Company and its subsidiaries. The Foundation received a total contribution of Rs.8.28 crores from the Company and Great ship (India) Limited during the year ended March 31, 2017. The Foundation spent Rs.6.87 crores on CSR activities during the year.

Details of CSR activities carried out by Great Eastern CSR Foundation for your Company are set out in the annual report on CSR activities which forms part of this Board''s Report.

DEBT FUND RAISING

During the year, fresh debt of Rs.1931.21 crores was raised. The gross debt : equity ratio as on March 31, 2017 was 0.86:1 and the debt : equity ratio net of cash and cash equivalents was 0.27:1.

During the year, the Company has bought back and extinguished 100 Secured and 550 Unsecured Debentures of Rs.10,00,000 each, aggregating to Rs.65 crore.

QUALITY, SAFETY, TRAINING, HEALTH & ENVIRONMENT

A high level of safety on board assets has been maintained during the year on the Company''s vessels by continued efforts of the seafarers and the office staff. This requirement continues to be emphasised during the scheduled meetings with the management level floating staff and the Company''s top management. Lost Time due to Injury (LTI) was 2.34 per million exposure hours and Total Recordable case Frequency (TRCF) was 5.23 per million exposure hours. This is slightly more than the Company''s KPI of 2.0 and 4.8 respectively. The increase as compared to last year is due to the re-classification of data collected based on OCIMF guidelines.

The Company, to ensure that the assets are maintained in good condition, carried out additional inspections of vessels. The Company''s assets continued to perform well during oil major inspections. The Company also ensured that new acquisitions into the fleet were taken into the Company''s quality management system quickly during the rapid fleet expansion phase.

The need for continuous improvement in safety and operating standards is recognized by the Company and to achieve greater level of compliance a separate department dealing with training at all levels of seafarers has been established. This department identifies the seafarer''s training needs on an individual basis and organizes shore-based training in established training institutes. The department is also involved in designing company specific training modules.

IT INITIATIVES

In this financial year, IT has focused on the following major initiatives:

TIGHTENING OF CYBER SECURITY

In this digitally connected world, cyber security is a matter of great concern for all organizations. The Company has appointed a major IT service provider and security expert to assess the vulnerability, both in the shore office and on board the ships, with respect to Cyber security.

The agency is guiding the Company to implement the required technologies in order to reduce vulnerability of the Company''s systems.

UPGRADING PLANNED MAINTENANCE SYSTEM (PMS)

The PMS is one of the key functions on board to keep the ship''s equipment technically fit to operate with minimum disruption. Your Company is upgrading the PMS software, and this will further help the technical maintenance teams to ensure maximum uptime for all equipment, and to maintain the ship itself to the highest possible standards.

DIGITIZATION INITIATIVE

The goal has been set for the organization to go for paperless environment and IT is enabling the organization towards that direction, by way of making more user friendly software applications to increase usage of software. Also, old paper records are being digitized to maximize accessibility and minimize storage requirements.

GST IMPLEMENTATION INITIATIVE

The Company''s ERP system has been developed and built in-house over the past 10 years or more and all of the organization''s functions are working through this system. In order to implement GST, a significant amount of modifications are required to be done in the ERP platform before July 2017 deadline. A dedicated team has been on the job to make it happen before deadline, so as to enable your Company to move on to the GST platform seamlessly.

HUMAN RESOURCES

Your Company recognizes the ability to attract and retain the best talent is vital for sustainability and competitive advantage for the organization. A set of initiatives were implemented for enabling talent acquisition and development during the year. A focused social media campaign improved applicant base for the pre-sea courses held at GEIMS. Introduction of structured scientific recruitment methods resulted in enhancement of quality of cadets at the Institute.

Learning & Development continued to get organizational attention. As in the past, the Company has initiated the 360⁰ feedback process for senior roles to aid in individual development and succession planning. Employees underwent training in shipping business simulation, emotional intelligence, critical thinking and career planning. Team relationship reviews facilitated cohesiveness among members. A special workshop was held for women employees based on career anchors and wheel of balance.

Social cafe approach was utilized to harness employee camaraderie which included Quiz, Marathon and cultural programs during festive occasions. The annual town hall held in December 2016 helped in employee alignment and building team spirit.

The overall employee engagement measured by Coffman Index stood at 77% compared to 74% in the previous year.

For the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Total number of permanent shore staff and floating staff was 191 and 222 respectively.

GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

The Great Eastern Institute of Maritime Studies, Lonavla (GEIMS) has since inception trained 3068 cadets. These cadets are serving on ships as Nautical, Engineering or Electro-Technical Officers. Almost 70% of the officers of Company''s vessels have been trained at GEIMS. This percentage will increase in the next few years.

In August 2016, GEIMS set up a state of the art ''Electrical High Voltage Safety and Switch Gear laboratory with simulator'' and obtained approval of the Directorate General of Shipping. With this facility GEIMS has provided the mandatory training to 145 senior Engineers of the Company and to others on payment of fees.

GEIMS was inspected as per the Comprehensive Inspection Programme (CIP) enhanced guidelines of the Director General of Shipping in November 2016 by an Audit team from DNV GL Ship Classification Society. GEIMS was certified that it meets the training requirement criteria as per IMO STCW Convention and effectively complies with all applicable Merchant Shipping Rules, and other associated orders, circulars and guidelines issued by the Directorate General of Shipping. On basis of the successful inspection, GEIMS was once again assigned Grade A1 (outstanding) for three years.

In December 2016, GEIMS was granted approval by the Directorate General of Shipping to conduct the 6-months training course for General Purpose Ratings (GP Rating). The GP Rating training course successfully commenced at GEIMS with a first batch of 37 trainees in January 2017. After successful completion of their training, these trainees are expected to be placed on Company''s vessels as trainee seamen.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Mr. Vineet Nayyar (Chairman), Mr. Cyrus Guzder and Mr. Bharat K. Sheth.

Copy of the Corporate Social Responsibility Policy of the Company as recommended by the CSR Committee and approved by the Board is enclosed as ''Annexure A''. The CSR Policy is also available on the website of the Company : www.greatship.com.

The Annual Report on CSR activities is enclosed herewith as "Annexure B”.

DIRECTORS

Mr. K. M. Sheth shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary resolution for re-appointment of Mr. K. M. Sheth has been included in the Notice convening the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), 2015.

BOARD MEETINGS

During the year, 5 meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report.

APPOINTMENT AND REMUNERATION POLICY FOR DIRECTORS AND SENIOR MANAGEMENT

The Nomination & Remuneration Committee has framed a policy for appointment of Directors. The Nomination & Remuneration Committee has also framed policies for remuneration of Directors, Key Managerial Personnel and other employees, which have been adopted by the Board.

The aforesaid policies are enclosed herewith as Annexure ''C'' and ''D''.

The details of remuneration as required to be disclosed pursuant the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure ''E''.

BOARD EVALUATION

Annual performance evaluation of Board, its committees (namely, Audit, Nomination & Remuneration, Corporate Social Responsibility and Stakeholders'' Relationship Committees) and all the Directors individually has been done in accordance with the Performance Evaluation Framework adopted by the Nomination & Remuneration Committee of the Company.

The Performance Evaluation Framework sets out the performance parameters as well as the process for performance evaluation to be followed. Performance evaluation forms were circulated to all the Directors to record their evaluation of the Board, its Committees and Non-executive Directors of the Company. The performance evaluation of the Company and Executive Directors was done on the basis of presentation made by the management.

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of Independent Directors reviewed performance of the Company, Board as a whole and Non-Independent Directors (including Chairman) of the Company.

The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination & Remuneration Committee also reviewed performance of the Company and every Director.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) of the Companies Act, 2013 the Board of Directors hereby state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had 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 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to Corporate Governance. A separate section on Corporate Governance forms part of the Board''s Report and the certificate from practicing Company Secretary confirming the compliance of conditions on Corporate Governance is included in the Annual Report.

VIGIL MECHANISM

The Company has established a vigil mechanism (Whistle Blower Policy) for directors and employees to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

A copy of the Whistle Blower Policy is available on the website of the Company: www.greatship.com

RELATED PARTY TRANSACTIONS

The Company has formulated policy on dealing with Related Party Transactions, a copy of which is available on the website of the Company: www. greatship.com

The particulars of contracts or arrangements with related parties in Form AOC 2 is annexed herewith as "Annexure F”.

All the related party transactions have been entered into by the Company in the ordinary course of business and on arm''s length basis.

However, following transaction, though entered into in the ordinary course of business, may not strictly be treated on arm''s length basis:

During the year, the Company has transferred a Hyundai i20 Asta car to Mr. Jayesh M. Trivedi, President (Secl. & Legal) & Company Secretary for no consideration (subject to applicable taxes) as per employment rules of the Company. Mr. Jayesh M. Trivedi had availed the car in 2010 based on his entitlement. The value of car has already been deducted from his salary.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is enclosed herewith as "Annexure G”.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company is enclosed as ''Annexure H''. Copy of the Dividend Distribution Policy is also available on the website of the Company : www.greatship.com.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION

CONSERVATION OF ENERGY

In order to contribute to and prepare for a low carbon future, your Company has been undertaking various initiatives with regard to enhancing energy efficiency in its business operations.

ENERGY SAVING DEVICES

During the year under consideration, following Energy Saving Devices were retrofitted for reducing fuel consumption of main propulsion system:

- Jag Rani and Jag Pankhi were retrofitted with Propeller Boss Cap Fins (PBCF), a device which improves propulsive efficiency. The propeller''s rotational motion forms a strong vortex at the center, which causes overall loss of propulsive efficiency. The finned features of a PBCF break up this vortex, thereby reducing the loss of energy.

Total cost incurred on above two ships: USD 150,000.

- For a typical Bulk Carrier or Tanker, loss of energy through hull resistance is around 30% and this increases with growth of hull roughness due to bio-fouling. To minimize growth of bio-fouling, the Company has applied superior anti-fouling coatings on Jag Rishi, Jag Rani, Jag Roopa and Jag Vishnu during their respective dry dockings during the financial year.

The additional cost incurred for application of the superior anti-fouling coatings was USD 290,000.

During the year, saving of USD 1.06 million was achieved in fuel cost from energy saving retrofits and use of superior anti-fouling hull coatings alone. This fuel saving also resulted in reduction of CO₂ emission by 13,973 MT.

INITIATIVES OF VESSEL PERFORMANCE MANAGEMENT CELL

VPM Cell in co-ordination with IT Department has developed a Main Engine Performance Monitoring tool and has been rolled out to fleet vessels. This will assist in closer monitoring and analysis of main engine performance over time i.e. trend analysis.

TECHNOLOGY ABSORPTION

Your Company has identified and absorbed several technologies on fleet vessels. These are reflected in paragraphs above.

QUANTIFICATION AND REPORTING OF GREENHOUSE GASES (GHG) EMISSION

Since last year, your Company has started to capture and quantify GHG emission from its business operation in a transparent and standardized manner for the information of stakeholders of the Company on a voluntary basis. The GHG emission quantification and reporting has been done taking into account:

- ISO 14064-1 (2006) ''Greenhouse gases - Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals'', and

- The Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard (Revised edition) published by World Business Council for Sustainable Development and World Resources Institute.

CONTRIBUTION IN THE WORK OF MARINE ENVIRONMENT PROTECTION COMMITTEE OF INTERNATIONAL MARITIME ORGANIZATION

Marine Environment Protection Committee of IMO is currently developing new regulations and reviewing existing regulations for reduction of CO₂ emission from ships. Your Company, as a stake holder, has been providing feedback to this work through Government of India for development of pragmatic regulations for benefit of the environment and society.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Outgo are as follows:

(Rs. in crores)

a) Foreign Exchange earned on account of freight, charter hire earnings, etc.	1150.34
b) Foreign Exchange used including operating expenses, capital repayment, down payments for	2142.38
acquisition of ships (net of loan), interest payment, etc.

AUDITORS

Pursuant to provisions of Section 139 of Companies Act, 2013, Kalyaniwalla & Mistry LLP were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 25, 2014, to hold office till the conclusion of the ensuing Annual General Meeting. Since Kalyaniwalla & Mistry LLP has completed its term as prescribed under Section 139(2) of the Companies Act, 2013, the Company is required to appoint another firm as the Statutory Auditor in their place.

Accordingly, the Audit Committee and the Board of Directors have recommended appointment of Deloitte Haskins & Sells LLP as Statutory Auditors to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of the 74th Annual General Meeting to be held in calendar year 2022.

Necessary resolution for their appointment has been included in the Notice convening the ensuing Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company appointed M/s. Mehta & Mehta, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2017.

The Secretarial Audit Report is annexed herewith as "Annexure I”.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees through their dedicated services to the Company. Your Directors look forward to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth

Chairman

(DIN : 00022079)

Mumbai, May 05, 2017

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 66th Annual Report on the business operations and the Financial Statements of your Company for the financial year ended March 31, 2014.

FINANCIAL PERFORMANCE

The financial result of the Company (standalone) for the financial year ended March 31, 2014 is presented below:

Rs. in crores

2013-14 2012-13

Total Revenue 1780.25 2033.79

Total Expenses 1571.57 1876.53

Profit before tax 208.68 157.26

Less : Tax Expenses 4.00 11.00

Profit for the period 204.68 146.26

Add : Profit as per last Balance Sheet 2904.98 2922.62 Less :

-Transfer to Tonnage tax reserve 30.00 10.00

-Transfer to General reserve 21.00 15.00

-Transfer to Debenture redemption reserve 25.00 15.00

-Transfer to Capital redemption reserve 1.54 -

-Interim Dividend on Equity Shares 60.32 45.70

-Proposed Dividend on Equity Shares 75.39 68.54

-Dividend Distribution Tax 14.85 9.66

Balance Carried Forward 2881.56 2904.98

DIVIDEND ON EQUITY SHARES

During the year, your Directors declared and paid interim dividend of Rs. 4 per share resulting in an outflow of Rs. 70.57 crore (inclusive of tax on dividend) and recommend a final dividend of Rs. 5 per share resulting in an outflow of Rs. 88.20 crore (inclusive of tax on dividend). The dividend will be paid after your approval at the ensuing Annual General Meeting. The aggregate outflow on account of the equity dividend for the year would be Rs.158.77 crore (inclusive of tax on dividend). This represents a payout ratio of 77.56% (previous year 84.71%).

Your Directors, at their meeting held on August 12, 2014, declared interim dividend of Rs. 4 per share for financial year 2014- 15 resulting in an outflow of Rs. 67.31 crore (inclusive of tax on dividend).

BUYBACK OF EQUITY SHARES

During the year under review, your Company announced buyback of its equity shares from the open market through stock exchanges at a price not exceeding Rs. 279 per share for an aggregate amount not exceeding Rs. 279 crores.

The buyback commenced on September 2, 2013 and was completed on February 28, 2014. The Company bought back 15,45,019 equity shares of face value of Rs.10 each for an aggregate amount of Rs. 41.27 crores. The highest, lowest and average price at which the shares were bought back was Rs. 279.00, Rs. 252.08 and Rs. 266.51 per share respectively.

The Company was unable to achieve the maximum buyback of Rs. 279 crores as the stock price remained above the maximum price of Rs. 279 per share during a substantial part of the buyback period.

Consequent upon the buyback, the paid up share capital of the Company was reduced from Rs. 1,52,32,20,840 comprising of 15,23,22,084 Equity Shares of Rs.10 each to Rs. 1,50,77,70,650 comprising of 15,07,77,065 Equity Shares of Rs. 10 each.

COMPANY PERFORMANCE

In FY 13-14, the Company recorded a total income of Rs. 1780.25 crores (Previous year Rs. 2033.79 crores) and earned a PBIDT of Rs. 780.84 crores (previous year Rs. 729.71crores).

TANKER BUSINESS

MARKET TREND AND ANALYSIS

Tanker average time charter equivalent earnings over the year ($ per day)

The Crude tanker market began the year with falling freight rates and weak sentiment. Declining US oil imports, lack of demand growth from developed markets, slowing demand growth from the emerging nations were seen as insurmountable hurdles for a market recovery. However, the market underwent a turnaround during Q3 FY14 and rates soared mainly on the back of stronger Chinese oil imports, slowing fleet growth, longer-haul trades for Atlantic barrels, and weather related delays primarily in the Atlantic.

The Product tanker market continued its steady run during the first 9 months of FY14, outperforming the crude market on a relative as well as on an absolute basis. The first nine months of FY14 were well supported by increased refined product exports out of US Gulf and a subdued fleet supply growth. However, in Q4FY14, reduced volatility in underlying commodity prices, refinery turnarounds, and a cold US winter, kept the rates subdued at the end of the year.

At the end of the FY14, the world tanker fleet increased by 1.15% to 485.31 mn dwt as against 479.76 mn dwt at the end of FY13.

COMPANY PERFORMANCE

The tanker business accounted for around 77% of the Company''s operating revenues and 74% of the operating profits.

In FY14, around 38% of the tanker earnings were derived from the period market. Crude tankers, inclusive of ''spot'' and ''period'', earned an average TCY of $16,700/day (previous year $17,700/day). Product carriers, inclusive of ''spot'' and ''period'', earned an average TCY of $14,900/day (previous year $15,000/day).

TANKER FLEET CHANGES

As of 31st March 2014, the tanker fleet of your Company stood at 22 tankers aggregating 1.79 mn dwt, with an average age of 10.52 years as against 23 tankers aggregating 1.86 mn with an average age of 10.43 years as on 31st March 2013.

During the year, your Company took delivery of:

- MR Tanker ''Jag Prabha'' in August 2013.

- MR Tanker ''Jag Pranav'' in September 2013.

During the year, your Company sold & delivered the following tankers:

- GP Tanker ''Jag Parwar'' in April 2013.

- GP Tanker ''Jag Preeti'' in June 2013.

- Aframax Tanker ''Jag Leela'' in July 2013. Subsequent to the year your Company:

- contracted to sell and delivered its 1996 built MR Tanker ''Jag Padma'' in Q1FY15.

- contracted to sell its 1990 built VLGC ''Jag Vidhi''. The ship will be delivered to the buyer in Q3/Q4 FY15.

- took delivery of the 1994 built VLGC ''Jag Vishnu'' in Q2FY15.

OUTLOOK FOR THE TANKER MARKET

Crude appetite is expected to remain strong in non - OECD countries. It has also been forecasted that developed economies would also have marginal growth in crude demand which is a more optimistic picture as compared to the last year. Oil demand is expected to grow by 1.2% y-o-y to 91.8 mn bbl per day versus a moderate fleet growth of 1.7%.

Crude sea borne demand is expected to be better than 2013 due to increased longer haul trades. The demand - supply remains well balanced as compared to previous years, where supply growth was greater than sea borne demand. Slowing fleet growth coupled with a positive demand scenario is giving rise to more positive expectations on the crude tanker segment.

On the clean product side, there exists a reasonably good demand scenario, however, there is concern over the substantial order book, wherein majority of new builds are being delivered in FY 2015 and FY 2016.

Therefore, it is expected that crude markets will fare better as compared to FY 2014 while the products earnings will be under pressure in FY 2015.

The global tanker orderbook stands at about 62.25 mn dwt or 13.59 % of the fleet at the end of March 2014.

DRY BULK BUSINESS

MARKET TREND AND ANALYSIS

Dry bulk average time charter equivalent earnings over the year ($ per day)

FY14 was a year of relief for the dry bulk owner as the freight levels steadily climbed from Q1 to Q3FY14. The positive sentiment on the Capesizes was on the back of growing Chinese iron ore imports. China was at the forefront of the recovery of rates as it accounted in excess of 80% share of global dry bulk demand growth during the financial year. Substantial recovery in global grain trade in the latter part of the year supported rates in the Panamax and Supramax categories. Indian coal imports were also higher by 20% during the year. The freight market however gave away most of it gains by the end of the year due to slower Chinese activity around its new year holidays, tonnage build up in the Atlantic and a disappointing South American grain season.

At the end of the FY14, the world dry bulk fleet increased by 7.1% to 740.46 mn dwt as against 691.16 mn dwt at the end of FY13.

COMPANY PERFORMANCE

The dry bulk fleet contributed around 23% of the Company''s operating revenues and 26% of the operating profits.

In FY14, around 29% of the bulk carrier earnings were derived from the period market.

In FY14, the average TCY for dry bulk vessels, inclusive of ''spot'' and ''period'', was approximately $ 12,100/day as compared to $9,800/day in the previous year.

DRY BULK FLEET CHANGES

As of 31st March 2014, the dry bulk fleet of your Company stood at 8 vessels aggregating 0.62 mn dwt, with an average age of 8.5 years as compared to 9 vessels aggregating 0.67 mn dwt with an average age of 7.8 years on 31st March 2013.

During the year, your Company sold & delivered:

- Handymax bulk carrier ''Jag Ravi'' in June 13.

During the year, your Company placed orders for 2 Kamsarmax Bulk carriers at Tsuneishi Shipbuilding Co. Ltd. The vessels are expected to join the fleet during H1 FY16.

Your Company also placed orders for 3 Kamsarmax Bulk carriers at Jiangsu New Yangzi Shipbuilding Co. Ltd. The vessels are expected to join the fleet during H1 FY17.

OUTLOOK FOR THE DRY BULK MARKET

Concerns on slowing Chinese demand for some dry bulk commodities, coupled with growing fleet supply, resulted in freight markets remaining weak in Q1FY15.

However, the Company expects Chinese import demand for dry bulk to recover once the current imbalances in commodities pricing are corrected favoring Chinese imports over domestic sourcing of raw materials.

On the tonnage supply side, new building deliveries are expected to slow down as we enter into H2 FY14. These will together help improve freight levels as we progress into FY15. Overall, we expect FY15 averages to be around FY 14 levels.

The global bulk carrier orderbook stands at about 158.52 mn dwt or 21.4% of the fleet at the end of March 2014.

ASSET VALUES

During FY14 second-hand values for modern crude tankers witnessed a rise of about 15-20% while product tanker values rose about 20%. Second-hand values of modern dry bulk carriers rose by about 25-30% during the same period. New building prices were up by about 15-20% for crude tankers while those of product tankers had firmed up by about 10% during the financial year. New building prices for dry bulk carriers witnessed a rise of about 10-15% for the same period.

RISKS AND CONCERNS

Economic risk: Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, the earnings of your Company could be impacted negatively if the global economic situation does not improve over the longer term.

Volatility: Over and above the economic risks the shipping industry is impacted by numerous short term and regional factors, like political fallouts, weather changes etc. This results in a great amount of volatility in the freight market, which in turn impacts your Company''s earnings.

Your Company has attempted to hedge some of this risk by entering into time charters for part of its fleet.

Shipboard personnel: Indian officers continue to be in great demand all over the world. Given the unfavourable tax status conferred on a seafarer sailing on Indian-flagged vessels, it is becoming increasingly difficult for your Company to source officers capable of meeting the modern day challenges of worldwide trading. This is more relevant for tanker personnel and may become a hindrance to growth.

OPEC action: If the OPEC decides to cut output, it could negatively impact the demand for tankers.

European financial crisis: The on-going European financial crisis can further depress the already subdued demand especially for dry bulk in the Euro zone.

Chinese economy: As we have seen in the recent past China has been the main driving factor of the shipping demand, in case there is a major downward shift in the Chinese economy, it could have negative impact on shipping.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with Generally Accepted Accounting Principles in India, the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies Act, 1956 to the extent applicable. The audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

The group recorded a consolidated net profit of Rs. 573.95 crores for the year under review as compared to Rs. 537.76 crores for the previous year. The net worth of the group as on March 31, 2014 was Rs. 6772.85 crores as compared to Rs. 6341.76 crores for the previous year.

SUBSIDIARIES

Greatship (India) Limited

Greatship (India) Limited (GIL), 100% wholly owned subsidiary (WOS) of your Company and one of India''s largest offshore oilfield services providers, had another rewarding year. GIL recorded a profit after tax of Rs. 228.23 crores on a standalone basis and Rs. 463.78 crores on a consolidated basis for the year ended March 31, 2014 as compared to Rs. 166.33 crores and Rs. 430.72 crores, respectively, for the year ended March 31, 2013. The consolidated net worth of GIL for financial year 2014 was Rs. 3472.32 crores as compared to Rs. 2889.63 crores for financial year 2013.

Subsequent to the year end, GIL redeemed 1.45 crores Preference Shares with the dividend rate of 7.5% p.a. held by your Company.

As on date, the total share capital held by your Company in GIL comprises of 11.13 crores equity shares of Rs. 10 each totalling in value to Rs. 1305.14 crores and 11.96 crores preference shares of Rs. 10 each totalling in value to Rs. 358.87 crores.

GIL, alongwith its subsidiaries, currently owns and operates twenty one vessels and three jack up drilling rigs and has one 350'' Jack Up Rig under construction. The operating fleet of twenty one vessels comprises of four Platform Supply Vessels (PSVs), nine Anchor Handling Tug cum Supply Vessels (AHTSVs), two Multipurpose Platform Supply & Support Vessels (MPSSVs) and six ROV (Remotely Operated Vehicle) Support Vessels (ROVSVs).

GIL has the following wholly owned subsidiaries:

a) Greatship Global Energy Services Pte. Ltd., Singapore

b) Greatship Global Offshore Services Pte. Ltd., Singapore (GGOS)

c) Greatship Global Holdings Ltd., Mauritius

d) Greatship (UK) Limited, United Kingdom

e) GGOS Labuan Ltd., Malaysia (Incorporated as WOS of GGOS on 25.06.2014)

During the year under review, GIL''s wholly owned subsidiary in Australia - Greatship Subsea Solutions Australia Pty. Limited has been voluntarily de-registered with effect from June 30, 2013. GIL''s two wholly owned subsidiaries in Singapore - Greatship Subsea Solutions Singapore Pte. Ltd. and Greatship Global Offshore Management Services Pte. Ltd. have amalgamated with their parent company – Greatship Global Offshore Services Pte. Ltd. (w.e.f December 31, 2013).

Other Subsidairies

Apart from GIL and its subsidiaries, your Company has the following wholly-owned subsidiaries:

a) The Great Eastern Shipping Co. London Ltd.

b) The Greatship (Singapore) Pte. Ltd.

c) The Great Eastern Chartering LLC (FZC)

d) The Great Eastern Chartering (Singapore) Pte. Ltd.

Subsidiaries'' Accounts

Ministry of Corporate Affairs, vide General Circular No : 2 /2011 dated February 08, 2011, has granted a general exemption to companies under Section 212(8) of the Companies Act, 1956. Pursuant to the said Circular, the Board of Directors of your Company has, by passing a resolution, given consent for not attaching the balance sheets, profit and loss accounts, reports of the Board of Directors, reports of the Auditors, etc. of the subsidiaries with the Balance Sheet of your Company as required under Section 212 of the Companies Act, 1956.

Accordingly, copies of the balance sheets, profit and loss accounts, reports of the Board of Directors, reports of the Auditors,etc. of the subsidiary companies have not been attached to the Balance Sheet of your Company as at March 31, 2014. As per the terms of the said Circular, a statement containing brief financial details of the subsidiaries of the Company for the year ended March 31, 2014 is included in the Annual Report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company at any point of time. The annual accounts of the subsidiary companies have been kept for inspection by any shareholder at the registered office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

DEBT FUND RAISING

During the year, the Company did not raise any funds by way of debt. As on March 31, 2014, the Company''s gross debt equity ratio was 0.69:1 and net (of cash) debt : equity ratio was 0.10:1.

QUALITY, SAFETY, HEALTH & ENVIRONMENT

Enhancement of Energy Efficiency of Ships

Your Company has undertaken the following initiatives to enhance energy efficiency of the ships. This effort would reduce the fuel burnt to carry a specific cargo for a specific distance which in turn reduces exhaust gas emission by the ships into the environment:

1. Reducing hull friction through application of ultra-smooth high grade Self Polishing Copolymer (SPC) antifouling paint on ships'' hull.

2. Wake equalizing duct "Mewis Duct" has been fitted on Jag Lata, Jag Lalit and Jag Aabha during their dry docking. These ducts increase the ship''s speed and hence the power requirement of the ship''s propulsion. Based on experience, a reduction of about 5% in fuel consumption for the vessel''s propulsion has been observed.

3. Fitting of highly efficient "tipped" propeller on ships to reduce power consumption.

Qualship 21 Program of United States Coast Guard

The United States Coast Guard (USCG) has a system for identifying superior quality ships and to provide incentives to encourage quality operations. They also feel that such quality vessels should be recognized and rewarded for their commitment to safety and quality. This initiative is called Qualship 21 (Quality Ships for the 21st Century).

A ship has to fulfill certain eligibility criteria to qualify i.e. superior Port State Control performance of the vessel, operating company, Flag State and Classification Society etc in US waters. USCG rewards Qualship 21 vessels by waiving annual inspection of non-tank vessels and reduced stringency during annual inspection of tank vessels.

We are proud to state that the USCG has now included the Company and five ships which visited USA in 2013 under their Qualship 21 program.

Training

The effort to increase knowledge of sea farers at all levels is an ongoing process in the Company. The continuous training both mandatory and non-mandatory enhances the level of safety and awareness on board the vessels and in turn reduces lost time due to incidents, injuries and accidents. The Company has decided to provide "on line" training to the ship''s staff and also conduct competency assessment at all levels based on a Learning Management System. This system would enable the sea-farer to access various modules on the Learning Management System even while on leave and enhance their knowledge. The platform would also be available on the vessels.

Maritime Labour Convention

The Company has completed certification of all vessels in the fleet to this convention which is adopted by the ILO, which establishes minimum requirements for all aspects of working and living conditions aboard the ship.

GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

During the 8th year of your Company''s training Institute in Lonavala, following training facilities along with infrastructure were added in order to enhance the quality of training being imparted:

- Further to the first phase of Transas TECHSIM 5000 Engine Simulator - 5 more student stations (Computer Monitors) has been added for enhancement of training facilities for Cadets.

- Upgradation of Workshop & Shipboard Pollution Prevention Laboratory Equipments for Oily Water Separator (OWS). Equipments like Pressure Vaccum Calibrator, temperature Calibrator with accessories, Autoklean filter with various components have been overhauled and installed with latest electronic/ automatic monitors.

- Safety Equipments and High Voltage Circuit Breaker for Electrical High Voltage (6.6 KV) training has been procured and set up in the Electrical H.V Laboratory.

- Fire detection & Alarm Systems has been installed at prime locations.

During the year 2 batches of TNOCs with a total of 113 cadets, 3 batches of GMEs with a total of 119 Cadets & 2 batches of ETOs with a total of 79 cadets were trained. The total number of cadets trained so far is 2271.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal control systems which are adequate for the nature of its business and the size of its operations. In the beginning of the year, the scope of the audit exercise and the key business processes and selected risk areas to be audited are decided in consultation with the Audit Committee. The Internal Audit is carried out by a firm of external Chartered Accountants and covers all departments. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

IT INITIATIVES

With an objective of making your Company more technology driven and efficient, your Company has continuously striven to introduce new technology, and also to enhance existing technology.

Some highlights of the major initiatives completed in this financial year are:

Connectivity between shore & ship

Direct phone connectivity from the desk to the ship over internet has been implemented in 14 of your Company''s vessels. The process of implementing the solution on the remaining ships is in progress. This connectivity is done using latest technology called SIP trunking between two heterogeneous protocols. Besides making it easy to call ships and therefore improving the quality of interaction with the working assets, this will also save significantly on communication costs.

Mobile Apps

In the age of mobile connectivity, your Company is also progressing with pace by implementing quite a few mobile applications for senior and middle management, in order to making operational and MIS data available anywhere at any time. It is intended to develop many more of these in the next financial year.

Data Center Movement

As part of the risk reduction approach, the Company has successfully moved the production (LIVE) data center from Ocean House to a third party professional data centre.

HUMAN RESOURCES

As the business environment in which the organization operate has become more competitive and demanding, the need for a structured approach to developing talent has increased markedly. With this in mind, the Company has initiated a series of measures aimed at improving employee alignment and development summarized below:

- The heads of functions presented the key focus areas for their teams at the beginning of the year. Upon approval, these were converted as goals for individual team members to be achieved during the year.

- Talent genome - a 360 degree feedback targeted at middle and senior management was carried out during the year to identify strengths and improvement areas of critical talent.

- Based on the inputs from talent genome and performance history of key employees a talent review was held by the senior management team to plan medium to long term career deployment options.

- To aid learning and development of floating and shore staff employees, the Company is currently implementing an e-learning project. Modules which are both domain specific and soft skills will be offered on an e-learning platform to the respective audience. This initiative will enable virtual learning and resolve logistical and monitoring challenges in the final delivery of training modules.

- As in the past, training continued to be a key focus area. We held leadership conclaves and training sessions on topics like maritime insurance, interviewing skills and several expert sessions on career development, conflict resolution etc. during the year.

- Four year wage settlement with the staff union was signed in September, 2013.

Employee attrition for shore staff was 6% during the year. Number of shore employees was 190 while floating staff stood at 425.

DIRECTORS

Mr. K. M. Sheth, Whole-time Director and Executive Chairman of the Board of Directors, has decided to reduce his day to day commitments and, therefore, expressed a desire to relinquish the office of the Whole-time Director. He accordingly ceases to be the Whole-time Director of the Company with effect from September 01, 2014. Mr. K. M. Sheth has been associated with the Company since 1952 in various capacities as Managing Director, Deputy Chairman and Executive Chairman and has greatly contributed to the growth and progress of the Company for more than 6 decades.

Mr. K. M. Sheth will continue to be the Non-Executive Chairman on the Board of Directors of the Company.

Mr. K. M. Sheth has offered to be treated as Director liable to retire by rotation pursuant to Section 152 of the Companies Act, 2013. Accordingly, Mr. K. M. Sheth shall retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors has further decided to appoint Mr. Tapas Icot and Mr G. Shivakumar as Whole-time Directors to be designated as ''Executive Directors'' of the Company. Mr. Tapas Icot has been associated with the Company since 1991 and is currently President (Shipping) of the Company. Mr. G. Shivakumar has been associated with the Company since 1990 and is currently Chief Financial Officer of the Group.

Whilst Mr. Tapas Icot''s appointment as an ''Additional Director'' and ''Executive Director'' is effective from August 12, 2014, keeping in view of the legal provisions relating to the proportion of Independent Directors and Non Independent Directors, appointment of Mr. G. Shivakumar will be held till the Company inducts one more Independent Director on the Board.

Mr. Tapas Icot, being an Additional Director, ceases to be a Director on the date of the 66th Annual General Meeting. Notice under section 160 of the Companies Act, 2013 has been received in respect of his appointment as Director on the Board. Appointment of Mr. Tapas Icot as an ''Executive Director'' also requires your approval at the 66th Annual General Meeting.

In view of the provisions of Section 149 of the Companies Act, 2013, all the Independent Directors, namely, Mr. Cyrus Guzder, Mr. Keki Mistry, Mr. Vineet Nayyar, Mr. Berjis Desai and Dr. Rajiv B. Lall, are proposed to be appointed at the ensuing Annual General Meeting upto a term of 5 years. Notices under section 160 of the Companies Act, 2013 have been received in respect of their appointment as Independent Directors on the Board.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Necessary resolutions for the re-appointment of Mr. K. M. Sheth, Mr. Tapas Icot and all the Independent Directors as aforesaid have been included in the Notice convening the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Your Company was Corporate Governance compliant much before SEBI stipulated deadline in the year 2005. Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement, relating to Corporate Governance. A separate section on Corporate Governance forms part of the Directors'' Report and the certificate from practicing Company Secretary confirming the compliance of conditions on Corporate Governance is included in the Annual Report. Your Company has also complied with the ''Corporate Governance -Voluntary Guidelines 2009'' issued by the Ministry of Corporate Affairs, to the extent disclosed in the Annual Report.

RISK MANAGEMENT PROCESS

In accordance with requirements of Clause 49 of the Listing Agreement, your Company has established a Risk Management mechanism to manage significant risks faced by your Company. The programme is built upon the foundation of the risk management process and practices followed by the Company over a period of time. The mechanism has been strengthened from time to time with a view to manage risks in a more structured way as an integral part of decision making process.

The Risk Management framework and reporting regime enables the Company to assess and demonstrate whether its significant risks are properly identified and controlled, and to potentially eliminate unnecessary control related overheads. The Risk Management framework involves risk identification, assessment, treatment / action plan, review and reporting as a continuous process.

Your Directors believe that your Company has a sound risk assessment and minimisation mechanism in place.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state that :

i. in preparation of the annual accounts, the applicable accounting standards had been followed (alongwith proper explanation relating to material departures) and that there are no material departures;

ii. they have, selected the 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 and of the profit of the Company for that period;

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;

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

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Pursuant to Notification No. GSR 1029 dated 31.12.1988 your Company is not required to furnish prescribed information regarding conservation of energy and technology absorption, as Shipping Industry is not covered by the schedule to the said rules. The details of Foreign Exchange Earnings and Outgo are :

Rs. in crores

(a) Foreign Exchange earned on account of freight, charter hire earnings, etc. 971.75

(b) Foreign Exchange used including operating expenses, capital repayment, down payments for acquisition of ships (net of loan), interest payment, etc. 1780.82

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217(2A) of the Companies Act, 1956 (Act), read with the Companies (Particulars of Employees) Rules, 1975, is annexed to this Report. As contemplated by Section 219 of the Act, members are provided with abridged accounts. Members desirous of receiving the Statement pursuant to Section 217(2A) will be provided the same on receipt of written request from them.

AUDITORS

Messrs Kalyaniwalla & Mistry, the Auditors of your Company, who hold office until the conclusion of the forthcoming Annual General Meeting being eligible, offer themselves for re-appointment. Since Messrs Kalyaniwalla & Mistry has been functioning as Auditors of your Company for more than 10 years, as per Section 139 of the Companies Act, 2013, they can be appointed for maximum number of 3 years.

Necessary resolution for their re-appointment has been included in the Notice convening the ensuing Annual General Meeting.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company. Your Directors look forward to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth Executive Chairman

Mumbai, August 12, 2014

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Mar 31, 2013

The Directors are pleased to present the 65th Annual Report on the business and operations of your Company and Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL PERFORMANCE

The financial results of the Company (standalone) for the financial year ended March 31, 2013 are presented below:

Rs. in crores

2012-13 2011-12

Total Revenue 2033.79 2011.92

Total Expenses 1876.53 1846.58

Profit before tax 157.26 165.34

Less : Tax Expenses 11.00 22.00

Profit for the period 146.26 143.34

Add : Profit as per last Balance Sheet 2922.62 2947.76

Less :

-Transfer to Tonnage tax reserve 10.00 20.00

-Transfer to General reserve 15.00 14.50

-Transfer to Debenture redemption reserve 15.00 20.00

-Interim Dividend on Equity Shares 45.70 45.69

-Proposed Dividend on Equity Shares 68.54 53.30

-Dividend Distribution Tax 9.66 14.99

Balance Carried Forward 2904.98 2922.62

DIVIDEND ON EQUITY SHARES

During the year, your Directors declared and paid interim dividend of Rs. 3/- per share resulting in an outflow of Rs. 53.11 crores (inclusive of tax on dividend). Your Directors recommend a final dividend of Rs. 4.50/- per share resulting in an outflow of Rs. 70.79 crores (inclusive of tax on dividend). The dividend will be paid after your approval at the ensuing Annual General Meeting. The aggregate outflow on account of the equity dividend for the year would be Rs. 123.90 crores of (inclusive of tax on dividend). This represents a payout ratio of 84.71% (previous year 79.51%).

ALLOTMENT OF FURTHER SHARES

During the year, the Company allotted 32,400 Equity Shares of Rs. 10 each pursuant to the order received from The Special Court (Trial of Offences relating to Transactions in Securities) Act, 1992 which were held in abeyance. With this, the paid up Share Capital of the Company stands increased to Rs. 152,32,20,840 divided into 15,23,22,084 Equity Shares of Rs. 10/- each.

COMPANY PERFORMANCE

In FY 12-13, the Company recorded total income of Rs. 2033.79 crores (Previous year Rs. 2011.92 crores) and earned a PBIDT of Rs. 729.71 crores (previous year Rs. 781.26 crores).

TANKER BUSINESS

MARKET TREND AND ANALYSIS

Tanker average time charter equivalent earnings over the year ($ per day)

The crude tanker market remained depressed throughout FY 12-13. A sharp drop in tonnage demand coupled with steady fleet addition kept the charter rates under pressure. Shutdown of a major refinery in Venezuela (in Q2 FY 12-13) and continued decline in the US imports added to the woes resulting in lower fleet utilization. Some improvement in the crude tanker rates was witnessed in HY2 FY 12-13 on back of seasonal winter demand and increase in the Middle East exports. But this was short lived and the charter rates slid back to lower base. Compared to crude segment, the product tanker market remained relatively firm. Disruption of refineries on the US east coast due to Hurricane Sandy, improved demand from the Asian economies and emergence of new trade routes of distillates from US to South American countries like Peru & Chile kept the product tanker charter rates stable. But any meaningful improvement in the charter rates was dismissed by the excessive fleet supply in the market.

At the end of the FY 12-13, the world tanker fleet increased by 3.9% to 498.8 mn dwt as against 480.1 mn dwt at the end of FY 11-12.

COMPANY PERFORMANCE

The tanker business accounted for around 82% of the Company''s net revenues and 95% of the operating profits.

In FY 12-13, around 50% of the tanker earnings were derived from the period market. Crude tankers, inclusive of ''spot'' and ''period'', earned an average TCY of $17,700/day (previous year $19,000/day). Product carriers, inclusive of ''spot'' and ''period'', earned an average TCY of $15,000/day (previous year $15,300/day).

TANKER FLEET CHANGES

As of 31st March 2013, the tanker fleet of your Company stood at 23 tankers aggregating 1.86 mn dwt, with an average age of 10.43 years as against 24 tankers aggregating 1.88 mn dwt with an average age of 9.36 years as on 31st March 2012.

During the year, your Company took delivery of:

- Very Large Gas Carrier (VLGC) ''Jag Vidhi'' in Aug-12

During the year, your Company sold & delivered the following tankers:

- New Building Very Large Crude Carrier (VLCC) ''Vasant J Sheth'' in May-12

- Medium Range Product Carrier ''Jag Pradip'' in Jun-12

- LPG Carrier ''Jag Viraj'' in Jun-12

During the year, your Company contracted to sell its 1988 built General Purpose (GP) product carrier ''Jag Parwar'' with delivery in Q1 FY 13-14. Subsequently the Company delivered the vessel to the buyers in Q1 FY 13-14.

During FY 12-13, your Company placed an order for one Medium Range product carrier which will be delivered in Q4FY14-15.

Subsequent to the year, your Company contracted to sell its 1999 built Aframax crude carrier ''Jag Leela''. The vessel will be delivered to the buyers in H1FY 13-14.

OUTLOOK FOR THE TANKER MARKET

In view of the sluggish global macroeconomic environment, IEA has forecast oil demand growth of only 0.9% to 90.6 mn bpd. Muted demand from the EU countries and declining US oil imports are the key factors causing lower growth. With US turning out to be net exporter of distillates, the product tanker market has already started to witness a structural change in the trade pattern and the same impact is expected to continue going forward. Even though some positive signals like increase in scrapping activities are seen, excessive supply coupled with uncertain oil demand will keep the tanker markets volatile.

The global tanker orderbook stands at about 53.9 mn dwt or 10.8% of the fleet at the end of March 2013.

DRY BULK BUSINESS

MARKET TREND AND ANALYSIS

Dry bulk average time charter equivalent earnings over the year ($ per day)

Echoing the previous financial year, FY 12-13 also registered a steady supply of new vessels in the market which reflected in the subdued charter rates for dry bulk vessels. Although steady expansion in the demand was witnessed across all major commodities, excessive new fleet growth kept a lid on any potential improvement in the freight rates. Citing difficult operating environment, scrapping too picked up and a record 32.08 mn dwt got scrapped in FY 12-13.

At the end of the FY 12-13, the world dry bulk fleet increased by 9.2% to 690.5 mn dwt as against 632.3 mn dwt at the end of FY 11-12.

COMPANY PERFORMANCE

The dry bulk fleet contributed around 18% of the Company''s net revenues and 5% of the operating profits.

In FY 12-13 the average TCY for dry bulk vessels, inclusive of ''spot'' and ''period'', was approximately $9,800/day as compared to $15,500/day in the previous year.

DRY BULK FLEET CHANGES

As of 31st March 2013, the dry bulk fleet of your Company stood at 9 vessels aggregating 0.67 mn dwt, with an average age of 8.04 years as compared to 10 vessels aggregating 0.74 mn dwt with an average age of 7.9 years on 31st March 2012.

During the year, your Company sold & delivered:

- Panamax bulk carrier ''Jag Arnav'' in Mar-13

Subsequent to the year, the Company contracted to sell its 1997 built Handymax dry bulk carrier ''Jay Ravi''. The vessel will be delivered to the buyers in Q1 FY 13-14.

OUTLOOK FOR THE DRY BULK MARKET

Amidst the situation of new fleet overhang, the global commodity demand is expected to show some improvement in CY2013. Asian economies, largely China & India, will be the key for this commodity growth. However, any disruption in the demand from China can have a serious impact on the dry bulk trade. Going forward, slowing down of new deliveries in combination with world trade recovery should help in reducing the demand supply mismatch in this segment.

The global dry bulk orderbook stands at about 127.3 mn dwt or 18.4% of the fleet at the end of March 2013.

ASSET VALUES

During FY 12-13 second-hand values for modern crude tankers witnessed a drop of about 10-15% while product tanker witnessed a drop of about 5% vis-a-vis start of financial year. Second-hand values of modern dry bulk carriers dropped by about 10-15% during the same period. New building prices dropped by about 5-10% for crude tankers. However, new building prices for product tankers more or less remained same during the financial year. New building prices for dry bulk carriers witnessed a drop of about 5% for the same period.

RISKS AND CONCERNS

Economic risk: Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, the earnings of your Company could be impacted negatively if the global economic situation does not improve over the longer term.

Volatility : Over and above the economic risks the shipping industry is impacted by numerous short term and regional factors, like political fallouts, weather changes etc. This results in great amount of volatility in the freight market, which in turn impacts your Company''s earnings.

Your Company has attempted to hedge some of this risk by entering into time charters for part of its fleet.

Shipboard personnel : Indian officers continue to be in great demand all over the world. Given the unfavorable tax status conferred on a seafarer sailing on Indian-flagged vessels, it is becoming increasingly difficult for your Company to source officers capable of meeting the modern day challenges of worldwide trading. This is more relevant for tanker personnel and may become a hindrance to growth.

OPEC action : If the OPEC decides to cut output, this combined with inventories and increased new building deliveries, could negatively impact the demand for tankers.

European financial crisis : The on-going European financial crisis can further depress the already subdued demand in the Euro zone.

Chinese economy : As we have seen in the recent past that China has been the main driving factor of the shipping demand; in case there is a major downward shift in the Chinese economy, this along with increased new building deliveries could have negative impact on shipping.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with Generally Accepted Accounting Principles in India, the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies Act, 1956 to the extent applicable. The audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

The group recorded a consolidated net profit of Rs. 537.76 crores for the year under review as compared to Rs. 316.55 crores for the previous year. The net worth of the group as on March 31, 2013 was Rs. 6341.76 crores as compared to Rs. 5995.93 crores for the previous year.

SUBSIDIARIES

Greatship (India) Limited

Greatship (India) Limited (GIL) has successfully completed 7 years of operations. The Company, one of India''s largest offshore oilfield services provider, has recorded steady financial performance for this year, as in the last 6 years.

GIL has recorded a profit after tax of Rs. 166.33 crores on a standalone basis and Rs. 430.72 crores on a consolidated basis for the year ended March 31, 2013 as compared to Rs. 90.19 crores and Rs. 220.23 crores, respectively, for the year ended March 31, 2012. The consolidated net worth of GIL for financial year 2013 was Rs. 2889.63 crores as compared to Rs. 2455.77 crores for financial year 2012.

During the year, upon acquisition of shares of GIL from Mr. Ravi K. Sheth (jointly held with Mrs. Amita R. Sheth), GIL became a wholly owned subsidiary of your Company.

Subsequent to the year, on April 2, 2013, GIL redeemed 1.45 crores Preference Shares with the dividend rate of 7.5% p.a. held by your Company at Rs. 40.90/- per share (including the redemption premium of Rs. 30.90 per share) in accordance with the terms of issue. As on date, the total share capital held by your Company in GIL comprises of 11.13 crores equity shares of Rs. 10 each totalling in value to Rs. 1298.09 crores and Rs. 13.41 crores preference shares of Rs. 10 each totalling in value to Rs. 402.372 crores.

GIL, alongwith its subsidiaries,currently owns and operates twenty one vessels and three jack up drilling rigs. The operating fleet of twenty one vessels comprises of four Platform Supply Vessels (PSVs), nine Anchor Handling Tug cum Supply Vessels (AHTSVs), two Multipurpose Platform Supply & Support Vessels (MPSSVs) and six ROV (Remotely Operated Vehicle) Support Vessels (ROVSVs).

GIL has the following wholly owned subsidiaries:

a) Greatship Global Energy Services Pte. Ltd., Singapore

b) Greatship Global Offshore Services Pte. Ltd., Singapore

c) Greatship Global Holdings Ltd., Mauritius

d) Greatship Subsea Solutions Singapore Pte. Ltd., Singapore

e) Greatship Subsea Solutions Australia Pty Limited, Australia

f) Greatship (UK) Limited, United Kingdom

g) Greatship Global Offshore Management Services Pte. Ltd., Singapore

Subsequent to the end of the year, Greatship Subsea Solutions Australia Pty Limited has made an application to Austrlian Securities and Investments Commission for voluntary deregistration of the company.

Other subsidiaries

Apart from GIL and its subsidiaries, your Company has the following wholly-owned subsidiaries:

a) The Great Eastern Shipping Co. London Ltd.

b) The Greatship (Singapore) Pte. Ltd.

c) The Great Eastern Chartering LLC (FZC)

d) The Great Eastern Chartering (Singapore) Pte. Ltd. (wholly owned subsidiary of The Great Eastern Chartering LLC (FZC) incorporated on April 17, 2013.)

Subsidiaries'' accounts

Ministry of Corporate Affairs, vide General Circular No : 2 /2011 dated February 08, 2011, has granted a general exemption to companies under Section 212(8) of the Companies Act, 1956. Pursuant to the said Circular, the Board of Directors of your Company has, by passing a resolution, given consent for not attaching the balance sheets, profit and loss accounts, reports of the Board of Directors, reports of the Auditors, etc. of the subsidiaries with the Balance Sheet of your Company as required under Section 212 of the Companies Act, 1956.

Accordingly, copies of the balance sheets, profit and loss accounts, reports of the Board of Directors, reports of the Auditors, etc. of the subsidiary companies have not been attached to the Balance Sheet of your Company as at March 31, 2013. As per the terms of the said Circular, a statement containing brief financial details of the subsidiaries of the Company for the year ended March 31, 2013 is included in the Annual Report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies have been kept for inspection by any shareholder at the registered office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

DEBT FUND RAISING

During the year, the Company did not raise any funds by way of debt. In the previous year, Rs. 452.57 crores were raised towards capital expenditure for building tangible assets and general corporate purposes. As on March 31, 2013, the Company''s gross debt equity ratio was 0.73:1 and net (of cash) debt : equity ratio was 0.09:1.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vineet Nayyar and Ms. Asha Sheth are liable to retire by rotation and being eligible, offer themselves for re-appointment. Necessary resolutions for their re-appointment have been included in the Notice convening the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Your Company was Corporate Governance compliant much before SEBI stipulated deadline in the year 2005. Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement, relating to Corporate Governance. A separate section on Corporate Governance forms part of the Directors'' Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance is included in the Annual Report. Your Company has also complied with the ''Corporate Governance -Voluntary Guidelines 2009'' issued by the Ministry of Corporate Affairs, to the extent disclosed in the Annual Report.

RISK MANAGEMENT PROCESS

In accordance with requirements of Clause 49 of the Listing Agreement, your Company has established a Risk Management mechanism to manage significant risks faced by your Company. The programme is built upon the foundation of the risk management process and practices followed by the Company over a period of time. During the year, your Company has strengthened the mechanism with a view to manage risks in a more structured way and making risk management process an integral part of decision making process.

The Risk Management framework and reporting regime enables the Company to assess and demonstrate whether its significant risks are properly identified and controlled, and to potentially eliminate unnecessary control related overheads.

The Risk Management framework involves risk identification, assessment, treatment / action plan, review and reporting as a continuous process.

Your Directors believe that your Company has a sound risk assessment and minimisation mechanism in place.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state that :

i. in preparation of the annual accounts, the applicable accounting standards had been followed (alongwith proper explanation relating to material departures) and that there are no material departures;

ii. they have, selected the 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 and of the profit of the Company for that period;

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;

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

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Pursuant to Notification No. GSR 1029 dated 31.12.1988 your Company is not required to furnish prescribed information regarding conservation of energy and technology absorption, as Shipping Industry is not covered by the schedule to the said rules. The details of Foreign Exchange Earnings and Outgo are :

Rs.in crores

(a) Foreign Exchange earned on account of freight, charter hire earnings, etc. 1427.47

(b) Foreign Exchange used including operating expenses, capital repayment, down 1753.01 payments for acquisition of ships (net of loan), interest payment, etc.

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217(2A) of the Companies Act, 1956 (Act), read with the Companies (Particulars of Employees) Rules, 1975, is annexed to this Report. As contemplated by Section 219 of the Act, members are provided with abridged accounts. Members desirous of receiving the Statement pursuant to Section 217(2A) will be provided the same on receipt of written request from them.

AUDITORS

Messrs Kalyaniwalla & Mistry, the Auditors of your Company, who hold office until the conclusion of the forthcoming Annual General Meeting being eligible, offer themselves for re-appointment.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company. Your Directors look forward to their continued support.

For and on behalf of the

Board of Directors

K.M. Sheth

Executive Chairman

Mumbai, May 06, 2013

---

Mar 31, 2012

To The Members,

The Directors are pleased to present the 64th Annual Report on the business and operations of your Company and Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL PERFORMANCE

The financial results of the Company for the financial year ended March 31, 2012 are presented below :

Rs. in crores 2011-12 2010-11

Total Revenue 2016.23 1662.06

Total Expenses 1850.89 1366.85

Profit before tax 165.34 295.21

Less : Tax Expenses 22.00 28.75

Profit for the period 143.34 266.46

Add : Profit as per last Balance Sheet 2947.76 2886.73

Less :

-Transfer to Tonnage tax reserve 20.00 40.00

-Transfer to General reserve 14.50 27.00

-Transfer to Debenture redemption reserve 20.00 -

-Interim Dividend on Equity Shares 45.69 53.30

-Proposed Dividend on Equity Shares 53.30 68.53

-Dividend Distribution Tax 14.99 16.60

Balance Carried Forward 2922.62 2947.76

The total income for the year was recorded at Rs. 2016.23 crores as against Rs. 1662.06 crores in the previous year and a Net Profit of Rs. 143.34 crores as against Rs. 266.46 crores in the previous year.

DIVIDEND ON EQUITY SHARES

During the year, your Directors declared and paid interim dividend of Rs. 3/- per share resulting in an outflow of Rs. 53.10 crores (inclusive of tax on dividend). Your Directors recommend a dividend of Rs. 3.50/- per share. The dividend will be paid after your approval at the ensuing Annual General Meeting. The aggregate outflow on account of the equity dividend for the year would be Rs. 113.98 crores including tax on dividend. This represents a payout ratio of 79.51% (previous year 51.95%).

COMPANY PERFORMANCE

In FY 11-12, the Company recorded total revenue of Rs. 2016.23 crores (Previous year Rs. 1662.06 crores) and earned a PBIDT of Rs. 781.26 crores (previous year Rs. 829.20 crores).

TANKER BUSINESS

MARKET TREND AND ANALYSIS

Tanker average time charter equivalent earnings over the year ($ per day)

Throughout the last financial year, the tanker market remained subdued. Steady fleet growth, disruption of Libya's crude supply, stagnant demand from western economies and closure of some US & EU refineries were the main factors, which reflected in the weak freight rates. Demand from the OECD countries too got negatively impacted on back of high crude oil prices. Some spurts in the tanker freight rates were witnessed due to increase in OPEC production, long haul shipments, scrapping activities and jump in seasonal demand, but new fleet addition capped any significant improvement in the freight rates.

The world tanker fleet increased to 480.1 mn dwt at the end of the financial year, about 5% higher than the 457.6 mn dwt at the beginning of FY 11-12.

COMPANY PERFORMANCE

The tanker business accounted for around 75% of the Company's net revenues and 74% of the operating profits.

In FY 11-12, around 51% of the tanker earnings were derived from the period market. Crude tankers, inclusive of 'spot' and 'period', earned an average TCY of $19,000/day (previous year $20,400/day). Product carriers, inclusive of 'spot' and 'period', earned an average TCY of $15,300/day (previous year $15,800/day).

TANKER FLEET CHANGES

The tanker fleet of your Company stood at 24 tankers aggregating 1.88 mn dwt, with an average age of 9.36 years (as of 31st March 2012) as against 27 tankers aggregating 2.10 mn dwt with an average age of 9.81 years as on 31st March 2011.

During the year, your Company sold and delivered the following tankers :

- Suezmax crude carrier 'Jag Lakshya' in Jun-11

- General Purpose product carrier 'Jag Pari' in Oct-11

- Medium Range product carrier 'Jag Pratap' in Dec-11

During the year, your Company also contracted to sell three New Building Very Large Crude Carrier tankers. Two of the VLCCs viz. 'Maneklal Ujamshi Sheth' & 'Ardeshir H Bhiwandiwalla' were delivered in Jan-12 & Feb-12 respectively. The third VLCC 'Vasant J Sheth' will be delivered in Q1 FY13.

OUTLOOK FOR THE TANKER MARKET

For 2012, IEA has anticipated a modest 0.9% growth in world oil demand to 89.9 mn bpd. This is on back of uncertain economic recovery, high crude oil prices and weak demand scenario. Apart from these negatives, the key macroeconomic factor to watch out closely will be the Western sanctions on Iran. If the Iran dispute aggravates, it can have a significant impact on the movement of oil, which can change the trade dynamics going forward. On the supply side, newbuilding cancellations and delays are expected to become more prevalent as the financing environment remains under stress.

The global tanker orderbook stands at about 78.2 million dwt or 16.3% of the fleet at the end of March 2012.

DRY BULK BUSINESS

MARKET TREND AND ANALYSIS

Dry bulk average time charter equivalent earnings over the year ($ per day)

As projected, FY 11-12 proved to be the year of record new building deliveries, which impacted the fleet utilization significantly. Increased Chinese coastal trade, prolonged port congestions and excessive scrapping augured well on the positive side, but the relentless fleet addition overshadowed any improvement in the freight rates. Logistical disruptions post Tsunami in Japan and weather related issues in the iron ore & coal producing countries resulted in decline of imports. Sharp reduction in the exports to European Union (EU) also resulted in lower tonnage utilization.

The world dry bulk fleet increased to 632.3 mn dwt at the end of FY 11-12, about 15% higher than the 551.9 mn dwt at the beginning of the financial year.

COMPANY PERFORMANCE

The dry bulk fleet contributed around 25% of the Company's net revenues and 26% of the operating profits.

In FY 11-12 the average TCY for dry bulk vessels, inclusive of 'spot' and 'period', was approximately $15,500/day as compared to $20,754/day in the previous year.

DRY BULK FLEET CHANGES

The dry bulk fleet stood at 10 vessels aggregating 0.74 mn dwt, with an average age of 7.9 years (as of 31st March 2012) as against 7 vessels aggregating 0.52 mn dwt with an average age of 9.9 years on 31st March 2011.

During the year, your Company took delivery of the following new built vessels –

- Two Kamsarmax bulk carriers 'Jag Aditi' in Apr-11 and 'Jag Arya' in Sep-11.

- Supramax bulk carrier 'Jag Rani' in Jul-11.

OUTLOOK FOR THE DRY BULK MARKET

Even though, cancellations and delivery slippages are likely to remain at very high levels due to volatile freight rates and tough financing environment, it is expected that the market will experience significant fleet growth resulting in depressed freight rates except for some short-term seasonal fluctuations. On the demand side, global seaborne commodity movement is expected to improve on back of increased imports in Asia. But a possible 'slowdown' in China or prolonged recession in Europe could possibly result in downward revision of these demand forecasts, which can have a negative impact on the cargo movement and freight rates.

The global dry bulk orderbook stands at about 191.5 mn dwt or 30.3% of the fleet at the end of March 2012.

ASSET VALUES

During FY 11-12 second-hand values for both modern crude tankers and dry bulk carriers witnessed a drop of 20-30% vis-à-vis start of FY 11-12. Second-hand values for modern product tankers also dropped albeit by 10% during the same period. New building prices for tankers witnessed a drop of 5-10% during the year, while those for the dry bulk ships moved down by about 15-20%. Your Company's decision not to acquire assets during the year therefore stands vindicated.

RISKS AND CONCERNS

Economic risk : Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, the earnings of your Company could be impacted negatively if the global economic situation does not improve over the longer term.

Volatility : Over and above the economic risks the shipping industry is impacted by numerous short term and regional factors, like political fallouts, weather changes etc. This results in great amount of volatility in the freight market, which in turn impacts your Company's earnings.

Your Company has attempted to hedge some of this risk by entering into time charters for part of its fleet.

Shipboard personnel : Indian officers continue to be in great demand all over the world. Given the unfavorable tax status conferred on a seafarer sailing on Indian-flagged vessels, it is becoming increasingly difficult for your Company to source officers capable of meeting the modern day challenges of worldwide trading. This is more relevant for tanker personnel and may become a hindrance to growth.

OPEC action : If the OPEC decides to cut output, this combined with inventories and increased new building deliveries, could negatively impact the demand for tankers.

European financial crisis : The growing European debt crisis can further depress the already subdued demand in the Euro zone.

Chinese economy : As we have seen in the recent past that China has been the main driving factor of the shipping demand, in case there is a major downward shift in the Chinese economy, this along with increased new building deliveries could have negative impact on shipping.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with Generally Accepted Accounting Principles in India, the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies Act, 1956 to the extent applicable. The audited Consolidated Financial Statements together with Auditors' Report thereon form part of the Annual Report.

The group recorded a consolidated net profit after prior period adjustment of Rs. 316.55 crores for the year under review as compared to Rs. 468.70 crores for the previous year. The net worth of the group as on March 31, 2012 was Rs. 5997.19 crores as compared to Rs. 6030.66 crores for the previous year.

SUBSIDIARIES

Greatship (India) Limited

Greatship (India) Limited (GIL) has completed 6th year of its successful operations. The Company, now one of India's largest offshore oilfield services providers, has recorded steady financial performance for this year, as in the last 5 years.

GIL has recorded a profit after tax of Rs. 90.19 crores on a standalone basis and Rs. 220.23 crores on a consolidated basis for the year ended March 31, 2012 as compared to Rs. 118.38 crores and Rs. 215.71 crores respectively for the year ended March 31, 2011. The consolidated net worth of GIL for financial year 2012 was Rs. 2457.03 crores as compared to Rs. 2031.56 crores for financial year 2011 on a consolidated basis.

Your Company has till date invested total of Rs. 1714.43 crores by subscribing to 10.92 crores equity shares totaling in value to Rs. 1268.56 crores and 14.86 crores non-convertible preference shares totaling in value to Rs. 445.87 crores. Your Company's holding is 98.11% of the total equity share capital of GIL.

GIL, alongwith its subsidiaries, is currently owning/operating 4 Platform Supply Vessels (PSVs), 9 Anchor Handling Tug cum Supply Vessels (AHTSVs), 3 Multipurpose Platform Supply & Support Vessels (MPSSVs), 3 Multipurpose platform support vessels capable of Remotely Operated Vehicles operations (ROVSVs) and 2 Jack up Rigs. GIL and its subsidiaries also have an order book of three ROVSVs and one 350 feet Jack up Rig. During the year, the shipbuilding contracts for 2 Multipurpose Supply & Support Vessels were cancelled.

During the year, GIL granted 189600 stock options (net of cancelled/forfeited) under various Employee Stock Options Schemes.

GIL has the following wholly owned subsidiaries :

a) Greatship Global Energy Services Pte. Ltd., Singapore

b) Greatship Global Offshore Services Pte. Ltd., Singapore

c) Greatship Global Holdings Ltd., Mauritius

d) Greatship Subsea Solutions Singapore Pte. Ltd., Singapore

e) Greatship Subsea Solutions Australia Pty. Limited, Australia

f) Greatship (UK) Limited, United Kingdom

g) Greatship Global Offshore Management Services Pte. Ltd., Singapore

Greatship DOF Subsea Projects Private Limited, Mumbai, erstwhile wholly owned subsidiary of GIL was struck off from the Registrar of Companies under the Fast Track Exit mode on 30.12.2011.

Other subsidiaries

Apart from GIL and its subsidiaries, your Company has the following wholly-owned subsidiaries :

a) The Great Eastern Shipping Co. London Ltd.

b) The Greatship (Singapore) Pte. Ltd.

c) The Great Eastern Chartering LLC (FZC).

Subsidiaries' accounts

Ministry of Corporate Affairs, vide General Circular No : 2 /2011 dated February 08, 2011, has granted a general exemption to companies under Section 212(8) of the Companies Act, 1956. Pursuant to the said Circular, the Board of Directors of your Company has, by passing a resolution, given consent for not attaching the balance sheets, profit and loss accounts, reports of the Board of Directors, reports of the Auditors, etc. of the subsidiaries with the Balance Sheet of your Company as required under Section 212 of the Companies Act, 1956.

Accordingly, copies of the balance sheets, profit and loss accounts, reports of the Board of Directors, reports of the Auditors, etc. of the subsidiary companies have not been attached to the Balance Sheet of your Company as at March 31, 2012. As per the terms of the said Circular, a statement containing brief financial details of the subsidiaries of the Company for the year ended March 31, 2012 is included in the Annual Report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies have been kept for inspection by any shareholder at the registered office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

DEBT FUND RAISING

During the year, the Company raised funds of Rs. 452.57 crores towards capital expenditure for building tangible assets and general corporate purpose as against Rs. 410.62 crores in the previous year. As on March 31, 2012, the Company's gross debt equity ratio was 0.76 :1 and net (of cash) debt : equity ratio was 0.17 :1.

QUALITY, SAFETY, HEALTH & ENVIRONMENT

Environment Protection

To enhance fuel efficiency and reduce green house gas emission from your vessels 'Ship Energy Efficiency Management Plan' have been introduced on board all vessels with effect from 1st July, 2011. Several initiatives have been put in place to develop awareness among staff on this very important tool for sustainable shipping viz. Senior Officers are being briefed on the subject as a part of their pre-joining briefing, training CDs on the subject have been developed and sent to vessels, posters on best management practices have been developed and displayed on board.

Maritime Labour Convention

Maritime Labour Convention developed by International Labour Organization for setting minimum standard of living and working conditions for seafarers is scheduled to enter into force once condition for entry into force is met. Your Company has proactively implemented the requirements since 1st December 2011. Once flag administration issues their relevant specific requirements, the same will be incorporated. Once the Convention enters into force, each ship would require to be surveyed and certified.

To ensure high standard of medical care, a system of 24 x 7 Company doctor accessible to all vessel Masters for consultation through phone and e-mail has been put in place.

Piracy Risk

With continuing piracy incidents in Gulf of Aden & waters around Somalia and Indian Ocean, your Company is continuously updating and strictly enforcing Best Management Practices to mitigate the security risks of its vessels transiting through these waters.

Rescue at Sea

Jag Lakshita, while proceeding from San Diego Lighterage Area, USA towards the west coast of Africa, rescued 3 sailors' private sailing expedition from their disabled sailing vessel off Cape Horn on 24th February, 2011. The rescue had been carried out in coordination with MRCC Uruguay, MRCC Puerto Belgrano and MRCC Rio De Janeiro. The weather at that time was inclement, with gale force winds, rough seas and moderate swell. The rescued sailors, 1 South African national and 2 British nationals, were disembarked in good health at Cameroon.

Vice Admiral of Brazilian Navy commended the Master and Crew for their gallant action with these words "I know that this rescue operation caused a delay on the normal course of the M. V. Jag Lakshita, although it was for a noble reason and it was done without any thought of recognition or reward. The fast response and the professionalism of the Jag Lakshita's crew allowed all three crew members of Yacht Spraydust to be rescued alive in good health conditions."

Jag Pushpa, during her voyage from Gizan, Saudi Arabia to Sikka, India on 30th June, 2011, deviated from her planned passage to rescue 13 crew members, all Indian nationals of M.T. Pavit in Arabian Sea. The weather at that time was severe, with gale force winds, rough seas and heavy swell. However, to protect the lives of the 13 sailors on Pavit, Master of the vessel decided to take all necessary precautions and proceeded to the rescue. The vessel was immobilized with flooded machinery space. A UK Naval helicopter from a British naval vessel in the region transferred the crew, all of whom were safely disembarked at Sikka.

Cadet Training

In view of availability of spare accommodation on board Jag Preeti, large number of Cadets (27 nos.) have been placed on board the vessel and facility for class room training has been arranged. Highly experienced Cadet Training Officer has been placed onboard for achievement of training objectives and monitoring of discipline and behavioural aspects of Cadets in a systematic manner.

Anti Bribery Policy

During the year Anti Bribery Policy for fleet vessels has been introduced in view of increasing importance of the subject and to work towards compliance with international legislative requirements.

GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

This year was the 6th year of operations of your Company's training Institute in Lonavala. During the year, there has been consolidation and augmentation of infrastructure as well as enhancement in training being imparted. During the year, the Institute admitted 3 batches of TNOC and 4 batches of GME totaling 278 cadets.

The Institute is the only Institute approved by DG Shipping, Government of India to conduct the newly introduced pre sea Electro Technical Officers course as mandated by IMO's STCW 2010. During the year, the Institute in addition to the TNOC and

GME cadets also trained 60 ETO cadets. This course was designed and developed by the Institute as per IMO requirements. In addition, the ongoing mandatory STCW safety and familiarisation courses for sea farers have been conducted for batches of students who have passed out from the Institute.

As per the Company's requirement the Institute designed a Special "Performance Enhancement Course" for officers which were earlier conducted by Germanischer Lloyd. The 18 day course for Nautical officers and engineers is now being conducted by the faculty from Jan 2012. During the year 2 such courses were conducted.

The additional hostel block of 23780 sq.feet was completed on 31st August, 2011. This block is being presently utilized for conducting post-sea courses.

Full Mission Engine Room Stimulator which was ordered in August, 2010 has been fully installed and is now functional for both pre-sea and post-sea level training.

The installation of Slow Speed Two stroke main engine was completed in October, 2011 alongwith the connected civil work. The availability of ships main propulsion engine in operational condition has substantially enhanced Institute's training capabilities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal control systems which are adequate for the nature of its business and the size of its operations. In the beginning of the year, the scope of the audit exercise and the key business processes and selected risk areas to be audited are decided in consultation with the Audit Committee. The Internal Audit is carried out by a firm of external Chartered Accountants and covers all departments. All significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee comprises of 3 Independent Directors with the Chairman being a person well qualified and conversant with matters pertaining to Accounts and Finance. The Audit Committee met 4 times during the year.

IT INITIATIVES

In line with the strategy of aligning IT with Business, your Company has completed the following initiatives this year -

- Internet connectivity for 5 ships

- The ships are disconnected with shore and in today's scenario it is extremely difficult to manage something remotely. In order to bridge the gap, the internet connectivity has been installed in 5 ships out of 34 fleet as part of phase I. The usage of Internet for communication as well as to and fro data flow between shore and ship have increased considerably. This will help to reduce significant amount of productivity loss by instant online communication between ship and shore.

- New Software applications

- As part of various in-house software development and implementation, the most significant software that has gone live is called 'geNautical' which captures day to day operational data and automatically integrates with related software at shore. It has streamlined the data flow from ship to shore.

- Class Approval for Planned Maintenance System (PMS)

- This year also your Company added Class approvals from different Groups for its successful operations of PMS at ships which are as follows :

- ABS Class - for 3 ships - total stands at 8

- LRS Class - for 1 ship - total stands at 5

- DNV Class - for 7 ships - total stands at 7

- First CLOUD initiative

- As a strategy of exploring the advantages of cloud computing, your Company has introduced first initiative with its Institute, GEIMS for their emailing service from Google cloud. It will be extended further in Company's IT area in future.

HUMAN RESOURCES

To remain at the leading edge of business and to be the best in the Industry, your Company's focus has been not only on business strategies but also on developing and nurturing talent. Your Company strongly believes that its people alone provide sustainable and competitive advantage. During the period under review, your Company initiated several HR practices aimed at people development and improving organizational health.

With support from an external consultancy firm, your Company carried out an exercise titled 'Organization Genome' to determine competencies critical for business success of the two divisions. This was aligned with the 360 degree process 'Talent Genome' to map competency profiles of senior and middle level executives, resulting in feedback and individual development plan for each employee. It is planned that the development progress will be measured during the annual talent review and succession planning process.

Based on employee feedback, your Company incorporated few changes in HR policy addressing diversity and flexibility needs of team members along with annual compensation review. The Social Café initiatives continued to focus on employee health, fitness and camaraderie. These initiatives have ensured that your Company remains an employer of choice in shipping sector.

Your Company played an active role to facilitate a milestone NMB agreement pertaining to shipping crew. This will help to optimize crew wages during the time shipping industry is faced with many challenges and uncertainties.

The employee attrition stood at 6% compared to 5 % last year. Your Company had employee strength of 195 on shore and 460 floating as on March 31, 2012.

DIRECTORS

Mr. K. V. Kamath conveyed his inability to continue as Director of the Company after taking over additional responsibility as Chairman of Infosys Limited. Mr. Kamath resigned from the Board of Directors of the Company with effect from November 11, 2011. Your Directors place on record their appreciation for the valuable guidance and support extended by him during his tenure as a Director.

Dr. Rajiv B. Lall was appointed as an Additional Director on the Board of Directors of the Company with effect from February 10, 2012 as an Independent Director. He ceases to be a Director on the date of the 64th Annual General Meeting. Notice under section 257 of the Companies Act, 1956 has been received in respect of his appointment as Director on the Board.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Cyrus Guzder and Mr. Berjis Desai are liable to retire by rotation and being eligible, offer themselves for re-appointment. Necessary resolutions for their re-appointment have been included in the Notice convening the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Your Company was Corporate Governance compliant much before SEBI stipulated deadline in the year 2005. Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement, relating to Corporate Governance. A separate section on Corporate Governance forms part of the Directors' Report and the certificate from the Company's Auditors confirming the compliance of conditions on Corporate Governance is included in the Annual Report. Your Company has also complied with the 'Corporate Governance -Voluntary Guidelines 2009' issued by the Ministry of Corporate Affairs, to the extent disclosed in the Annual Report.

RISK MANAGEMENT PROCESS

In accordance with requirements of Clause 49 of the Listing Agreement, your Company has established a Risk Management mechanism for its business risks. The programme is built upon the foundation of the existing risk management process and practices of the Company and has evolved a structured approach for risk management to manage significant risks faced by your Company.

The Risk Management framework and reporting regime enables the Company to assess and demonstrate whether its significant risks are properly identified and controlled, and to potentially eliminate unnecessary control related overheads.

The Risk Management framework involves risk identification, assessment, treatment/action plan, review and reporting as a continuous process.

Your Directors believe that your Company has a sound risk assessment and minimisation mechanism in place.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state that :

i. in preparation of the annual accounts, the applicable accounting standards had been followed (alongwith proper explanation relating to material departures) and that there are no material departures;

ii. they have, selected the 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 and of the profit of the Company for that period;

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;

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

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217(2A) of the Companies Act, 1956 (Act), read with the Companies (Particulars of Employees) Rules, 1975, is annexed to this Report. As contemplated by Section 219 of the Act, members are provided with abridged accounts. Members desirous of receiving the Statement pursuant of Section 217(2A) will be provided the same on receipt of written request from them.

AUDITORS

Messrs Kalyaniwalla & Mistry, the Auditors of your Company, who hold office until the conclusion of the forthcoming Annual General Meeting being eligible, offer themselves for re-appointment.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company. Your Directors look forward to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth Executive Chairman

Mumbai, May 03, 2012

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Mar 31, 2011

The Directors are pleased to present the 63rd Annual Report on the business and operations of your Company and Audited Accounts for the financial year ended March 31, 2011.

FINANCIAL PERFORMANCE

The financial results of the Company for the financial year ended March 31, 2011 are presented below:

Rs. in Lakhs

2010-11 2009-10

Total Income 165928 224539

Total Expenditure 136407 181343

Profit before tax 29521 43196

Less : Provision for Income Tax 2800 3915

Profit for the year after tax 26721 39281

Add/(Less): Prior period adjustments (75) 294

Net Profit 26646 39575

Less: Transfer to Tonnage Tax Reserve Account under section 115VT of the Income-tax Act, 1961 4000 4000

22646 35575

Add : Surplus brought forward from previous year 288673 271177

Amount available for appropriation 311319 306752

Appropriations:

-Transfer to General Reserve 2700 4000

-Interim Dividend on Equity Shares 5330 -

-Proposed Dividend on Equity Shares 6853 12183

-Tax on Dividends 1660 1896

Balance Carried Forward 294776 288673

The total income for the year was recorded at Rs. 165928 lakhs as against Rs. 224539 lakhs in the previous year and a Net Profit after prior period adjustments of Rs. 26646 lakhs as against Rs. 39575 lakhs in the previous year.

DIVIDEND ON EQUITY SHARES

During the year, your Directors declared and paid interim dividend of Rs. 3.50/- per share resulting in an outflow of Rs.6215 lakhs (inclusive of tax on dividend).

Your Directors recommend a dividend of Rs. 4.50/- per share. The dividend will be paid after your approval at the ensuing Annual General Meeting. The aggregate outflow on account of the equity dividend for the year would be Rs. 13843 lakhs including tax on dividend. This represents a payout ratio of 51.95% (previous year 35.57%).

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms. Asha V. Sheth and Mr. Keki Mistry are liable to retire by rotation and being eligible, offer themselves for re-appointment. Necessary resolutions for their re-appointment have been included in the Notice convening the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Your Company was Corporate Governance compliant much before SEBI stipulated deadline in the year 2005. Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement, relating to Corporate Governance. A separate section on Corporate Governance forms part of the Directors Report and the certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance is included in the Annual Report.

Your Company has also complied with the ‘Corporate Governance -Voluntary Guidelines 2009 issued by the Ministry of Corporate Affairs, to the extent disclosed in the Annual Report.

RISK MANAGEMENT PROCESS

In accordance with requirements of Clause 49 of the Listing Agreement, your Company has established a Risk Management mechanism for its business risks. The programme is built upon the foundation of the existing risk management process and

practices of the Company and has evolved a structured approach for risk management to manage significant risks faced by your Company.

The Risk Management framework and reporting regime enables the Company to assess and demonstrate whether its significant risks are properly identified and controlled, and to potentially eliminate unnecessary control related overheads.

The Risk Management framework involves risk identification, assessment, treatment/action plan, review and reporting as a continuous process.

Your Directors believe that your Company has a sound risk assessment and minimisation mechanism in place.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state that:

i. in preparation of the annual accounts, the applicable accounting standards had been followed (alongwith proper explanation relating to material departures) and that there are no material departures;

ii. they have, selected the 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 and of the profit of the Company for that period;

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;

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

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Pursuant to Notification No. GSR 1029 dated 31.12.1988 your Company is not required to furnish prescribed information regarding conservation of energy and technology absorption, as Shipping Industry is not covered by the schedule to the said rules. The details of Foreign Exchange Earnings and Outgo are:

Rs. in lakhs

(a) Foreign Exchange earned on account of freight, charter hire earnings, etc. 114186

(b) Foreign Exchange used including operating expenses, capital repayment, down payments for 149786 acquisition of ships (net of loan), interest payment, etc.

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217(2A) of the Companies Act, 1956 (Act), read with the Companies (Particulars of Employees) Rules, 1975, is annexed to this Report. As contemplated by Section 219 of the Act, members are provided with abridged accounts. Members desirous of receiving the Statement pursuant of Section 217(2A) will be provided the same on receipt of written request from them.

AUDITORS

Messrs Kalyaniwalla & Mistry, the Auditors of your Company, who hold office until the conclusion of the forthcoming Annual General Meeting being eligible, offer themselves for re-appointment.

APPRECIATION

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

Your Directors are grateful to the Government of India, Ministry of Shipping, Transchart, Ministry of Petroleum & Natural Gas, Ministry of Finance, Directorate General of Shipping, Port Authorities, Mercantile Marine Department and various other authorities for their co-operation. Your Directors look forward to their continued support.

For and on behalf of the

Board of Directors

K.M. Sheth

Executive Chairman

Mumbai, May 06, 2011

---

Mar 31, 2010

The Directors are pleased to present the 62nd Annual Report on the business and operations of your Company and Audited Accounts for the financial year ended March 31, 2010.

Financial Performance

The financial results of the Company for the financial year ended March 31,2010 are presented below:

RS. IN LAKHS

2009-10 2008-09

Total Income 224539 336474

Total Expenditure 181343 194505

Profit Before Tax 43196 141969

Less : Provision for Taxation

-Current Tax 3915 4375

- Fringe Benefit Tax - 125

Profit for the Year after Tax 39281 137469

Add: Prior period adjustments 294 1013

Net Profit 39575 138482

Less transfer to Tonnage Tax

Reserve Account under Section

115VTofthe Income-tax Act, 1961 000 23000

35575 115482

Add : Surplus brought forward from previous year 71177 183949

Amount available for Appropriation 306752 299431



Appropriations:

-Transfer to General Reserve 4000 14000

- Interim Dividend on Equity Shares - 12183

- Proposed Dividend on Equity Shares 12183 -

-Taxon Dividends 1896 2071

Balance Carried Forward 288673 271177

The total income for the year was recorded at Rs. 224539 lakhs as against Rs. 336474 lakhs in the previous year and a Net Profit after prior period adjustments of Rs. 39575 lakhs as against Rs. 138482 lakhs in the previous year.

Dividend on Equity Shares

Your Directors recommend a dividend of Rs. 8/- per share. The dividend will be paid after your approval at the ensuing Annual General Meeting. The aggregate outflow on account of the equity dividend for the year would be Rs. 14079 lakhs including tax on dividend. This represents a payout ratio of 35.57% (previous year 10.29%).



Management Discussion and Analysis

Company Performance

In FY 10, the Company recorded a total income of Rs. 224539 lakhs (previousyear Rs. 336474 lakhs) and earned a PBIDT of Rs. 92139 lakhs (previousyear Rs. 199182 lakhs).

Tanker Business Market Trend and Analysis

After enjoying several years of strong tanker markets, FY 10 turned out to be a turbulent year for tanker owners. During the first half of the year, earnings across various segments fell to levels wherein certain tanker owners were faced with the dilemma of operating their ships at or below the operating costs. This was particularly true in the clean and dirty products category.

Consequent to the collapse of global financial stability, in the first nine months of FY 10 average world oil demand dipped by about 0.45% or 0.4 million barrels per day over FY 09. This was largely led bytheOECD nations where demand dropped by staggering 4% or 1.9 million barrels per day during the same period. To respond to the crisis, OPEC cut its average oil supply by about 5.4% or 1.7 million barrels per day during FY 10.

The world tanker fleet increased to 441.40 million dwt at the end of the financial year, about 6% higher than the 416.90 million dwt at the beginning of FY 10. The fleet growth was more skewed in favour of the product tanker segment.

Floating storage provided some relief to the tanker owners in such a challenging environment. The main driver of this situation was an oversupplied market, with land-based crude oil storage largely full up and final demand for refined products well down. To tap the then prevailing contango (a term used when future prices are higher than spot prices) in the spot and the future oil and oil products prices, it is believed that traders withdrew close to 150 tankers out of the active fleet to store approx. 55 million barrels of crude oil and 98 million barrels of clean products at the peak of this activity sometime in November 2009.

Amongst other factors that provided some respite to the tanker owners were increased scrapping vis-a-vis FY 09, slow steaming and lower single hull tonnage utilization. Also, towards the end of the financial year, increased crude oil imports by China, especially from West Africa, improved the tonne-mile demand.

Company Performance

The tanker business accounted for around 83% of the Companys net revenues and 87% of the operating profits.

In FY 09-10, around 61% of the tanker earnings were derived from the period market. The crude tankers, inclusive of spot and period, earned an average TCY of $22,300/day (previous year $41,200/day). The product carriers, inclusive of spot and period, earned an average TCY of $18,200/day (previous year $23,700/day).

Tanker Fleet Changes

The tanker fleet of your Company stood at 32 tankers aggregating 2.48 million dwt, with an average age of 10.6 years (as of 31st March 2010) as against 31 tankers aggregating 2.3 million dwt with an average age of 9.9 years as on 31st March 2009.

During the year, your Company acquired one double hull 1996 built Medium Range Product tanker Jag Padma in January 2010.

During the year, your Company also took delivery of the following new building vessels:

- Double hull Long Range One (LR1) Product tanker Jag Amisha in April 2009

Double hull Long Range One (LR1) Product tanker Jag Aparna in June 2009

During the year, your Company delivered to the buyers 2007 built Medium Range Product tankers Jag Panna in July 2009 and Jag Payalin May 2009.

Subsequentlyyour Company delivered tothe buyers 1996 built Suezmax Crude tankerJag Layakin April 2010 which was contracted for sale in October 2009 and 1985 built General Purpose Product tanker Jag Palak in May 2010.

During FY 08-09, your Company had placed orders for two Suezmax tankers, both of which were to be delivered in 2011. These have been replaced with three Very Large Crude Carrier tankers to be delivered in early 2012. The total tanker new building order-book for your Company now stands at three vessels.

Outlook for the Tanker Market

Prospects for the tanker market in FY 2010-11 remain uncertain. As per IEA, world oil demand in 2010 is expected to improve to 86.6 million barrels per day, which is about 2% or 1.7 million barrels higher than that seen in 2009. While Chinas oil demand growth is expected to stay in the region of 6.5%-7%, a lot depends on a sustainable oil demand recovery in the OECD nations, specifically the US and the Europe. While last quarter of the previous financial year did see slight improvement in the US oil demand, economic problems in Greece and surrounding Euro zone can dramatically alter demand dynamics. Significant refining capacity will come on stream in the Middle East and Asia in 2010, which will take away market share from refiners in the US and the Europe. This will boost tonne mile demand for the product tanker tonnage going forward.

On the supply side, the global tanker orderbook currently stands at about 128.6 million dwt or 29.1% of the fleet at the end of March 2010, with about 50.40 million dwt scheduled for delivery between April and December 2010. However, last calendar year registered 25% slippage in tanker new building deliveries against that scheduled at the beginning of the year. Assuming similar slippage and complete single hull tonnage phase out in 2010, net tanker fleet is expected to grow at approx. 2-3% in the calendar year. Overall, barring seasonal volatility, average tanker earnings in FY 11 are expected to remain similar to those seen in FY 10.

After experiencing 5 years of a supercharged cycle (2003-08), the dry bulk business witnessed a slump not seen in a long time in the third quarter of FY 09. In an environment characterized by extreme global economic uncertainty and fear of an impending flood of new building deliveries, FY 10 performance was expected to be very poor. However, to the surprise of dry bulk ship owners, the year turned out to be much better than generally expected at the beginning. While on a yearly average basis, freight rates were around 40-50% lowerthan those seen in FY 09, they represented a significant improvement over the lows of December 2008.

Most dramatically in a year in which global steel production fell by about 110 mt (Calendar 2009 over Calendar 2008), Chinese steel production increased by 67 mt (13.5%). Consequently Chinese iron ore imports rose by a massive 184 mt (41%) to reach 628 mt. As a result despite unprecedented fall in imports by EL) and Japan, global seaborne iron ore trade actually increased in one of the least expected years. The substantial escalation in Chinese imports was supported by a couple of factors. The massive economic stimulus package created strong growth in demand for steel and energy. The low price of raw materials gave great incentives to secure large volumes at bargain prices from the international market. For most of the calendar year 2009, international iron ore and coal prices were lowerthan domestic Chinese prices. The surge in imports triggered congestion in ports with average waiting delays both in loadports in Australia and discharge time in China increasing sharply.

The dry bulk fleet stood at 475.60 million dwt as at the end of the financial year, about 12.3% higher than the 423.4 million dwt at the beginning of FY 10. Fleet growth would have been even higher had it not been for significant slippage (about 40% in calendar 2009) in new building deliveries and sizable scrapping of the older vessels.

Overall, FY 10 turned out to be better than expected year for the dry bulk market.

Company Performance

The dry bulk fleet contributed around 17% of the Companys net revenues and 13% of the operating profits. The average TCY for dry bulk vessels, inclusive ofspot and period, was approximately $20,300/day as compared to $39,800/day in the previous year.

Dry Bulk Fleet Changes

The dry bulk fleet stood at 6 vessels aggregating 0.41 million dwt, with an average age of 13.6 years (as of March 31, 2010) as against 8 vessels aggregating 0.50 million dwt with an average age of 13.3 years on March 31, 2009.

During the year, your Company delivered to the buyers the following vessels -

1984 built Handymax bulk carrier Jag Rani in May 2009 and 2000 built Handymax bulk carrier Jag Reena in June 2009

The total bulker new building order-book for your Company now stands at five vessels.

Outlook for the Dry Bulk Market

Chinese imports policy and actual new building deliveries will set the undertone for the dry bulk shipping market in short to medium term. On the back of increased domestic demand backed by greener pastures outside China, there is a potential for Chinese steel mills to increase steel production at home at a quicker rate than domestic consumption. However, a cause of concern exists as international prices for iron ore and coal have shot up nearly 50-60% and have turned fairly uncompetitive to Chinese domestic ore. If this propels higher consumption of the domestic ore in China, sea borne iron ore and coal trade can suffer severe impact at a time when the dry bulk shipping industry is already under pressure from potential new building deliveries.

Currently the dry bulk orderbook stands at 288.2 million dwt or 60.6% of the existing fleet with 109.5 million dwt scheduled for delivery in the balance of calendar year 2010. However, it must be pointed out that the above delivery schedule is fairly theoretical in nature as we have already seen 40% slippage in new building deliveries during the last calendar year.

Further extraneous factors such as trade patterns, congestion, natural calamities and weather changes can have their multiplier effect on dry bulk freight earnings.

Overall, it is expected that going forward new building deliveries are likely to cap any improvement in dry bulk earnings in the short to medium term and hence FY 11 earnings are likely to average lowerthan FY 10.

Asset Values

Second-hand values for modern and older tankers witnessed a drop of 10-20% over the year while modern and older dry-bulk carriers appreciated by 20-30% during the same period. New building prices for tankers also witnessed a drop of 15-25% during the year, while those for the dry bulk ships moved down by about 10-20%.

Risks and Concerns

Economic risk : Shipping is a global business whose performance is closely linked to the state of the global economy. Therefore, the earnings of your Company could be impacted negatively if the global economic situation does not improve over the longer term.

Volatility: Over and above the economic risks the shipping industry is impacted by numerous short term and regional factors, like political fallouts, weather changes, etc. This results in great amount of volatility in the freight market, which in turn impacts your Companys earnings.

Your Company has attempted to hedge some of this risk by entering into time charters for part of its fleet. For the year 2010-11, approximately half of the Companys operating days has been covered in this manner.

Single hull tankers in the fleet: 82% of your Companys tanker fleet is double-hulled. The single hull tankers in the fleet could be vulnerable to any further changes in regulations that may take place. However, the existing single hull tankers are likely to be phased out in the near future.

Shipboard personnel: Indian officers continue to be in great demand all over the world. Given the unfavorable tax status conferred on a seafarer sailing on Indian-flagged vessels, it is becoming increasingly difficult for your Company to source officers capable of meeting the modern day challenges of worldwide trading. This is more relevant for tanker personnel and may become a hindrance to growth.

OPEC action: If the OPEC decides to cut output further, this combined with large inventories and increased new building deliveries, could negatively impact the demand for tankers.

European financial crisis: The growing European debt crisis can further depress the already subdued demand in the Euro zone.

Chinese economy: As we have seen in the recent past that China has been the main driving factor of the shipping demand, in case there is a major downward shift in the Chinese economy, this along with increased new building deliveries could have negative impact on shipping.

Piracy Risk : With escalation of piracy incidents in Gulf of Aden and waters around Somalia and Indian Ocean, your Company is strictly enforcing its Code of Practice to mitigate the security risks of its vessels transiting through these waters. Self protective measures are being provided to vessels transiting through piracy prone waters, wherever feasible. Your Company is engaged in dialogue and communication with Indian Government and international industry associations through Indian National Shipowners Association in finding solution to and mitigating risk of piracy.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of the accounting standards issued by The Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditors Report thereon form part of the Annual Report.

The group recorded a consolidated net profit after prior period adjustment of Rs. 51276 lakhs for theyear under review as compared to Rs. 141783 lakhs for the Company. The Networth of the group as on March 31, 2010 was Rs. 570977 lakhs as compared to Rs. 523210 lakhs for the Company.

Subsidiaries

Creatship (India) Limited

Greatship (India) Limited (GIL), having commenced operations in the offshore oilfield services sector in April 2006, is one of the Indias largest offshore oilfield services providers. Your Company has till date invested total of Rs. 111600 lakhs by subscribing to

861 lakhs equity shares totaling in value to Rs. 85200 lakhs and 880 lakhs preference shares totaling in value to Rs. 26400 lakhs.



GIL has recorded a profit after tax of Rs. 8218 lakhs on a standalone basis and Rs. 10563 lakhs on a consolidated basis for the year ended March 31, 2010 as compared to Rs. 5063 lakhs and Rs. 4472 lakhs respectively for the year ended March 31, 2009. The net worth of GIL for FY 10 was Rs. 132342 lakhs as compared to Rs.128313 lakhs for FY 09 on a consolidated basis.

GIL, alongwith its subsidiaries, is currently owning/operating 5 Platform Supply Vessels (PSVs), 8 Anchor HandlingTug cum Supply Vessels (AHTSVs), 1 Multipurpose Platform Supply & Support Vessel (MPSSVs) and 2 Jack up Rigs.

Out of the 4207000 warrants (convertible into equity shares) of GIL, allotted to the promoter directors of the Company in FY 07-08, 2103500 warrants were converted into equal nos. of equity shares on April 30, 2010. The balance 2103500 warrants which were not converted lapsed. Upon allotment of the said equity shares, your Companys holding is 97.62% of the total equity share capital of GIL. GIL has now ceased to be a wholly owned subsidiary of the Company. During FY 10, GIL granted 492200 stock options under various Employee Stock Options Schemes. As on date GIL has 1554100 stock options outstanding.

As part of its growth plans, GIL is from time to time looking at various options to raise finances for its business and proposes to raise funds through an initial public offering. Any offering and its timing would be subject to market conditions, obtaining necessary shareholder and regulatory approvals. GIL has filed a draft red herring prospectus with the Securities and Exchange Board of India on May 12,2010.

GIL has the following wholly owned subsidiaries:

a) Greatship Global Holdings Ltd., Mauritius

b) Greatship Global Offshore Services Pte. Ltd., Singapore

c) Greatship Global Energy Services Pte. Ltd., Singapore

d) Greatship DOF Subsea Projects Private Limited

Other subsidiaries

Apart from GIL and its subsidiaries, your Company has the following wholly-owned subsidiaries :

a) The Great Eastern Shipping Co. London Ltd.

b) The Greatship (Singapore) Re. Ltd.

c) The Great Eastern Chartering LLC (FZC).

Subsidiaries accounts

The Central Government, in exercise of the powers conferred by sub-section (8) of Section 212 of the Companies Act, 1956, has directed that the provisions contained in sub-section(l) of Section 212 of the Companies Act, 1956 shall not apply in respect of the subsidiaries of the Company for the financial year ended March 31, 2010. Accordingly, the annual accounts of the subsidiary companies have not been attached to the Balance Sheet of the Company as at March 31, 2010. The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection, during business hours, at the Registered Officeof the Company and at the head offices of the respective subsidiary companies. As per the terms of the exemption letter, a statement containing brief financial details of the Companys subsidiaries for the year ended March 31,2010 is included in the Annual Report.

Debt Fund Raising

During the year, the Company has raised funds amounting to Rs. 156079 lakhs as against Rs. 37098 lakhs during the previous financial year. Apart of the debt was raised to fund capital expenditure for vessels delivered, and new-building instalments paid, during the year. Apart from this, Rs. 120000 lakhs has been raised by way of Non-Convertible Debentures with a view to fund the remaining order-book, and also to have cash in reserve for any opportunities that may arise.

Due to this level of borrowings, the Companys gross debt: equity ratio was 0.68: land net (of cash) debt: equity ratio was 0.04:1 as on March 31,2010.

Quality, Safety, Health & Environment

During the year, the quality management system of your Company was audited and certified to updated ISO 9001:2008 standard.

The management system now addresses the requirements of Environmental Management System to ISO 14001: 2004 and Occupational Health and Safety Management System to ISO 18001: 2008 and your Company would be seeking certification to these standards in next financial year.

Training of Floating Staff

Your Company has initiated several forms of training programmes for the floating staff and these range from class room training ashore to video / computer based training on board ships to shipboard training by visiting trainers. From this financial year the Company has initiated a compulsory shore-based training programme for all fresh Class IV Engineers and 2nd Mate COC holders prior to placing them on board for the first time as officers.

Introduction of Periodical Safety Campaign

Since June 2009 your Company has initiated a system of bimonthly safety campaign covering safety and pollution prevention aspects with a view to maintain a pro-active safety culture and to assess the operational readiness of the equipments/systems on board the Companys fleet of vessels. Some of the safety campaigns held include Personal Life Saving Equipment and Survival Crafts, Windlass and Mooring Equipment, etc.

Reduction of Green House Gas Emission from Ships

Your Company has introduced a system for measurement of C02 emission per tonne-mile of cargo moved by the ships as per MEPC.l/Circ.684 - Guidelines for Voluntary Use of the Ship Energy Efficiency Operational Indicator (EEOI). The information is available on line for analysis and to facilitate initiating strategy for reduction of emission and consequently fuel oil consumption. The IT based programme has been developed in-house.

AMVER Award from US Coast Guard

During the year 19 vessels of your Company were conferred award by United States Coast Guards in recognition of these vessels participation and contribution under their Automated Mutual-Assistance Vessel Rescue System (AMVER). It is a unique, computer- based and voluntary global ship reporting system used worldwide by search and rescue authorities to arrange for assistance to persons in distress at sea. With AMVER, rescue coordinators can identify participating ships in the area of distress and divert the best-suited ship or ships to respond. AMVERs mission is to quickly provide search and rescue authorities, on demand, accurate information on the positions and characteristics of vessels near a reported distress.

H1N1 Virus Threat

As a proactive measure, immediately at the outbreak of H1N1 Virus infection, your Company had engaged a medical expert of eminence and had developed and issued procedure detailing preventive actions and combating actions for H1N1 virus attacks and issued to the fleet. Necessary medicines and medical equipments have been also provided on vessels.

Internal Control Systems and their Adequacy

Your Company has instituted internal control systems which are adequate for the nature of its business and the size of its operations. In the beginning of the year, the scope of the audit exercise and the key business processes and selected risk areas to be audited are decided in consultation with the Audit Committee. The Internal Audit is carried out by a firm of external Chartered Accountants and covers all departments. All significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee comprises of 4 Independent Directors with the Chairman being a person well qualified and conversant with matters pertaining to Accounts and Finance. The Audit Committee met five times during the year.

Role of Information Technology

As a part of its strategy to align IT with Business, your Company attempts to introduce new technology solutions to improve operating efficiency and quality and reduce operational cost. The major initiatives that have been undertaken this year are discussed below.

* Disaster Recovery (DR) set up at Hyderabad & Business Continuity

- Your Company has successfully set up a DRdata center in a 3rd party premises at Hyderabad with an objective to fulfill the Business Continuity, in case of any disaster to our current data center at Corporate office.

- Your Company has implemented a technology called Server Virtualization at the time of DR set up which has saved a significant amount of cost vis-a-vis a set up of similar capacity without Virtualization. .

* New Communication system with Ship .-

- Your Company has implemented a new communication system in more than 50% of the current fleet (others are in progress) which has resulted, in significant savings in ship to shore communication cost, besides helping in smoother operations.

* YourCompany has developed in-house and implemented a new software namely LIVIS (Live Vessel Information System) whose objective is to make all relevant data available to employees from one single central place, based on their accessing authority defined in the system for day to day work. The operations, technical and OST department have gained huge efficiency and increased productivity out of this system.

Human Resources

One of the key areas of focus for the HR function during the year was improving the performance management system both for shore and floating staff.

Mid-term review was introduced for shore office employees to enhance the rigour of the process primarily through feedback and meaningful goal setting. The intervention is expected to result in better engagement and alignment of employees.

An improved online appraisal system was implemented for the top 2 ranks of the floating staff. This initiative has improved timely completion, neutralize biases and facilitate feedback mechanism. A similar process has been launched for rest of the officers from September 2009. During the year, the Company ran several leadership essentials workshops for the senior ranks.

A 360 degree feedback titled Total Perspective was initiated in the month of January for all senior and middle management. The multi rater feedback process was combined with psychometric instrument Workplace big 5 to aid reflection, self awareness and insights to ones own behavior.

Simultaneously an online team climate survey Team Perspective was carried out. The survey focused on clarity of roles, team flexibility, performance management, recognition, etc. The results of the survey were shared with respective teams.

The Social Cafe initiatives such as quizzes, sports and cultural events witnessed enthusiastic response from employees. This approach has helped the Company to harness informal network and build a positive social fabric. The Company had record number of participants for Mumbai Marathon this year.

Your Company had employee strength of 193 on shore and 295 floating as on March 31,2010.

Directors

Mr. Vineet Nayyar and Mr. Rusi N. Sethna retire by rotation. Mr. Nayyar, being eligible offers himself for re-appointment. On account of his advanced age, Mr. Sethna did not offer himself for re-appointment. Mr. Sethna has been associated as a Director of the Company since 1974. His active participation and contribution at the meetings of the Board and various Committees have been invaluable. Your Directors place on record their appreciation for the valuable guidance and support extended by him during his tenure as a Director.

Mr. K. V. Kamath was appointed as an Additional Director on the Board of Directors of the Company with effect from May 22,2010 as an Independent Director. He ceases to be a Director on the date of the 62nd Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received in respect of his appointment as Director on the Board.

The terms of appointment of Mr. K. M. Sheth as Executive Chairman and Mr. Bharat K. Sheth as Deputy Chairman & Managing Director expire in September 2011 and that of Mr. Ravi K. Sheth as Executive Director expires in January 2011. It was thought administratively convenient to terminate their existing terms with mutual consent and to re-appoint them for a period of 5 years with effect from April 01,2010 on fresh terms, particulars of which are set out in the Notice of 62nd Annual General Meeting.

Corporate Governance

Your Company was Corporate Governance compliant much before SEBI stipulated deadline in the year 2005. Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement, relating to Corporate Governance. A separate section on Corporate Governance forms part of the Directors Report and the certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance is included in the Annual Report.

The Company has also complied with the Corporate Governance-Voluntary Guidelines 2009 issued by the Ministry of Corporate Affairs, to the extent disclosed in the Annual Report.

Risk Management Process

In accordance with requirements of Clause 49 of the Listing Agreement, your Company has established a Risk Management programme for its business risks. The programme is built upon the foundation of the existing risk management process and practices of the Company and has evolved a structured approach for risk management to manage significant risks faced by your Company.

The Risk Management framework and reporting regime enables the Company to assess and demonstrate whether its significant risks are properly identified and controlled, and to potentially eliminate unnecessary control related overheads.

The Risk Management framework involves risk identification, assessment, treatment/action plan, review and reporting as a continuous process.

Your Directors believe that your Company has a sound risk assessment and minimisation procedure in place.

Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state that:

i. in preparation of the annual accounts, the applicable accounting standards had been followed (alongwith proper explanation relating to material departures) and that there are no material departures;

ii. they have, selected the 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 and of the profit of the Company for that period;

iii. they 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;

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

Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

Pursuant to Notification No. GSR 1029 dated 31.12.1988 your Company is not required to furnish prescribed information regarding conservation of energy and technology absorption, as Shipping Industry is not covered by the schedule to the said rules. The details of Foreign Exchange Earnings and Outgo are:

RS. IN LAKHS

(a) Foreign Exchange earned on account of freight, charter hireearnings, etc. 162686

(b) Foreign Exchange used including operating expenses, capital repayment, down payments for acquisition of 157886 ships (net of loan), interest payment, etc.

Particulars of Employees

Statement pursuant to Section 217(2A) of the Companies Act, 1956 (Act), read with the Companies (Particulars of Employees) Rules, 1975, is annexed to this Report. As contemplated by Section 219 of the Act, members are provided with abridged accounts. Members desirous of receiving the Statement pursuant of Section 217(2A)will be provided the same on receipt of written request from them.

Auditors

Messrs Kalyaniwalla & Mistry, the Auditors of your Company, who hold office until the conclusion of the forthcoming Annual General Meeting being eligible, offer themselves for re-appointment.

Appreciation

Your Directors express their sincere thanks to all customers, charterers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

Your Directors are grateful to the Government of India, Ministry of Shipping, Transchart, Ministry of Petroleum & Natural Gas, Ministry of Finance, Directorate General of Shipping, Port Authorities, Mercantile Marine Department and various other authorities for their co-operation. Your Directors look forward to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth

Executive Chairman

Mumbai, May 22, 2010