Duke Offshore Ltd

Dematerialisation status

• Dematerialisation requests for September 2026 processed; accepted or rejected by registrar and reported to depositories.
• Securities dematerialised have been listed on the stock exchanges where existing securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification.
• Depository name substituted as registered owner in the records within prescribed timelines.

Duke Offshore Limited — Trading Window closed from Oct 01, 2026 for Unaudited Financial Results for the quarter and Half Year ended Sep 30, 2026; will open 48 hours after the announcement/declaration of the Unaudited financial results to the stock exchanges

Financial snapshot

• Total income rose to 155.48 Lakhs in FY2025-26 from 73.67 Lakhs.
• Profit before tax: -64.82 Lakhs; after tax: -64.82 Lakhs.
• EPS: -0.66; no dividend declared.
• Revenue from operations: FY2026 0; FY2025 6.93.
• Net worth as at 31 Mar 2026: 419.27 Lakhs.
• Cash and cash equivalents: 18.25 Lakhs.
• Paid-up capital: 985.72 Lakhs.

Capital structure & liquidity

• Authorized share capital to Rs 100 Crore; MOA to be amended.
• Paid-up capital as of 31 Mar 2026: 985.72 Lakhs.
• Net borrowings: Nil; debt-to-equity not meaningful.
• Cash and bank balance: 18.25 Lakhs.

Promoter change & governance

• SPA dated 11 Jun 2026; sale of 69,59,800 shares (70.61%).
• Open offer for 26% completed; tender 6–19 Aug 2026.
• Acquisition consummated 21 Jul 2026; Aspect Global Ventures promoted.
• Board reconstituted 27 Jul 2026; resignations and new appointments.
• 40th AGM on 30 Sep 2026 via VC/OAVM; e-voting window 26–29 Sep 2026.

Strategy & diversification

• Diversify beyond near-shore marine to mining, AI, energy and infrastructure.
• Pursue opportunities via joint ventures, partnerships, or acquisitions.
• Single offshore segment currently; diversification aims to reduce marine exposure.
• Outlook: transformed platform with growth in new sectors.

Related party transactions

• Omnibus RPT approvals for FY2026-27 with promoter and subsidiary.
• Maximum values: loan up to ₹100 Crore; lease up to ₹10 Crore.
• Materiality threshold: 10% of turnover; aggregate up to ₹110 Crore.
• Audit Committee and Members approvals required.

Audit, governance & compliance

• Secretarial audit: SDD not maintained; UPSI record-keeping to be implemented.
• Independent directors' data bank renewals pending; verify online proficiency tests.
• Website not updated; plan to align Regulation 46.
• Auditors: Kirtane & Pandit LLP; unmodified opinion.
• Directors' certificate of non-disqualification issued.
• AGM and e-voting processes detailed; remote window 26-29 Sep 2026.

Operations & segments

• Operating segment: offshore business; no reportable segments under Ind AS 108.
• Current business: near-shore vessel deployment and marine survey.
• Diversification may affect asset utilisation; assets under review.

Registered office change

• Board approved shifting of the Registered Office.
• New registered office address: 3A 3rd Floor, Mansionz One, Plot No 260-265, Linking Road, Bandra (W), Mumbai 400050.
• Shift approved, subject to completion of statutory/regulatory formalities.

Open Offer Update

• Open offer by Aspect Global Ventures to Duke Offshore for up to 25,62,872 shares at ₹30 each.
• Total offer value up to ₹7.68 crore, representing 26% of voting share capital.
• Post Offer Advertisement shows zero shares tendered; no acceptance in the offer.
• Acquirer previously acquired 70.61% of Duke Offshore via underlying transaction on July 21, 2026.
• Post-offer public shareholding remains 29.39%; acquirer holds 70.61%.
• Offer managed by Saffron Capital Advisors; registrar to the open offer: Cameo Corporate Services.
• Acquirer became promoter and appointed additional directors on Duke Offshore's board after underlying transaction.
• Opening 6 August 2026; Closing 19 August 2026; Payment 26 August 2026.
• Target is Duke Offshore Limited; Acquirer Aspect Global Ventures Private Limited.
• Post Offer Ad published; available on SEBI, BSE, and manager websites.

Open Offer details

• Open Offer by Aspect Global Ventures to acquire 25,62,872 Duke Offshore shares at ₹30 each.
• Aggregate offer value up to ₹7,68,86,160 representing 26% of voting share capital.
• Target company: Duke Offshore Limited.
• Acquirer: Aspect Global Ventures Private Limited.
• Manager to the Open Offer: Saffron Capital Advisors Private Limited.
• Reminder Advertisement dated August 10, 2026; published August 11, 2026.
• Newspapers: Financial Express (English), Jansatta (Hindi), Navshakti (Marathi Mumbai edition).
• Physical-shareholders LOF: obtain via Cameo or SEBI sites; rights@cameoindia.com.
• LOF downloadable from saffronadvisor.com or bseindia.com.
• Offer under SEBI SAST Regulations 2011; acquirer responsible for information.

Open Offer Overview

• Acquirer: Aspect Global Ventures Private Limited; no PACs.
• Target: Duke Offshore Limited.
• Offer is a mandatory open offer under SEBI SAST for substantial acquisition.

Offer Details

• Acquire 25,62,872 shares, 26% of voting capital.
• Offer price ₹30 per share; total ₹7,68,86,160.
• Payment mode: cash.
• Not a competing offer; not conditional on minimum acceptance.

Transaction Background

• Triggered by SPA dated 11 June 2026; underlying transaction completed 21 July 2026.
• Promoter/control changes; acquirer gained control and appointed directors.

Post-Offer Impact

• Acquirer pre-offer holding 70.61%; post-offer holding could reach 96.61% if all tender.
• No delisting planned; board reconstituted; strategy may be reviewed.

Timeline and Process

• Identified Date: 23 July 2026.
• Open Offer: 6 August 2026 to 19 August 2026.
• Tendering via BSE Acquisition Window; eligible public shareholders on Identified Date.

Independent Directors' Recommendations

• IDC recommended the offer as fair and reasonable; unanimous on 3 August 2026.

Other Material Information

• No statutory approvals required at this date; may be required later.
• Escrow deposited₹7,68,86,160 with ICICI Bank for consideration.