BOARD'S REPORT

To the Members,

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

Financial Results:

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

DIVIDEND:

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

TRANSFER TO RESERVES:

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

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY:

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS:

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

SUBSIDIARY COMPANIES:

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

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

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

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

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

RELATED PARTY TRANSACTIONS:

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the Company for that period;

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

BOARD EVALUATION:

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

The performance of the Board was evaluated by the Board, after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the guidance note on Board evaluation issued by the Securities and Exchange Board of India ('SEBI') on January 5, 2017.

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

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

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

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

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

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

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

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

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

RISK MANAGEMENT:

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

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

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

CORPORATE SOCIAL RESPONSIBILITY ('CSR'):

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

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

SAFETY, ENVIRONMENT AND HEALTH:

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

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

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

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

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

DISCLOSURE REQUIREMENTS:

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

HUMAN RESOURCES:

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

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

DEPOSITS FROM PUBLIC:

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

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

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

c. Foreign exchange earning & outgo :

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

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

(1) Statutory Auditors:

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

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

Auditors' Report:

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

(2) Secretarial Auditors:

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

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

COST RECORDS AND COST AUDIT:

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

REPORTING OF FRAUDS BY AUDITORS:

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

SHARE CAPITAL:

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

EMPLOYEES' STOCK OPTION PLAN:

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

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

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

ANNUAL RETURN:

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

OTHER DISCLOSURES:

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

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

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

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

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

e) the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.

ACKNOWLEDGEMENT:

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