Dear Shareholders,
1. Your Directors have immense pleasure in presenting the 54 th Annual Report of your Company along with the audited financial statements for the year ended March 31,2026.
Financial Performance
2. Diversified operational segments and product profile helped the Company to achieve a turnover of RS.4,307.69 Crores for the year as compared to RS.4,527.84 Crores in the year 2024-25. The profit before tax is H886.40 Crores for the year as against RS.1,133.85 Crores in the previous year. The net profit is RS.643.04 Crores as compared to H842.91 Crores for the previous year.
3. The authorised share capital of the Company is RS.2,50,00,00,000 divided into 50,00,00,000 equity shares of face value of RS.5 each. The paid-up share capital of the Company is RS.1,31,54,03,900 divided into 26,30,80,780 equity shares of face value of RS.5 each.
Financial Highlights
(Rs. Crores)
| Sl. No. Particulars | 2025-26 | 2024-25 |
| (i) Gross Income | 4,712.26 | 4,908.29 |
| (ii) Profit before finance cost, depreciation, tax and exceptional items | 1,080.39 | 1,253.94 |
| (iii) Finance costs | 83.16 | 36.45 |
| (iv) Depreciation and write off | 110.83 | 83.64 |
| (v) Profit Before Tax | 886.40 | 1,133.85 |
| (vi) Tax Expense | 243.35 | 290.94 |
| (vii) Net profit | 643.04 | 842.91 |
Dividend
4. As per Office Memorandum F.No.5/2/2016-Policy
dated November 18, 2024 issued by the Department of Investment and Public Asset Management (DIPAM), every CPSE has to pay a minimum annual dividend of 30% of PAT or 4% of the networth, whichever is higher. Accordingly, your Directors are pleased to recommend a final dividend of RS.1.50 per share on the 26,30,80,780 fully paid equity shares of RS.5 each. Earlier, interim dividends of RS.4 and RS.3.50, aggregating to H7.50 per equity share had been paid to the shareholders during 2025-26. Thus, the total dividend for the year 2025-26 is H9 per equity share (180%), amounting to RS.236.77 Crores. During the
reporting period, the unpaid/ unclaimed Final Dividend for the year 2017-18 and the corresponding eligible equity shares became due for transfer to the Investor Education and Protection Fund (IEPF) pursuant to Section 124 of the Companies Act, 2013. Accordingly, the unclaimed dividend of RS.5,97,180 pertaining to the Final Dividend for the year 2017-18, was transferred to the IEPF Authority on October 09, 2025. Further, 2,799 equity shares in respect of which the dividend remained unclaimed for seven consecutive years, were also transferred to the demat account of the IEPF Authority on October 10, 2025.
Dividend Distribution Policy
5. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed entities shall formulate a dividend distribution policy. Accordingly, dividend distribution policy has been adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/ or retaining the profit into the business. The policy is available on the website of the Company at the link https://cochinshipyard.in/ investor/investor titles/68 .
Transfer to Reserves
6. The details of the amount transferred to reserves are given at Note 23 of the Standalone Financial Statements of the Company for the year ended March 31, 2026 which forms part of the Annual Report. As on March 31, 2026, the Company has Reserves and Surplus amounting to RS.5,761.29 Crores which reflects the inherent financial strength of the Company. As per the amendment made to the Companies (Share Capital and Debentures) Rules, 2014 notified vide Notification No. G.S.R. 574(E) by the Ministry of Corporate Affairs, the Company is not required to create Debenture Redemption Reserve in respect of the bonds issued by it. As on March 31, 2026, 8.72% Tax Free, Secured, Redeemable, Non-Convertible Bonds of only RS.23 Crores are outstanding for CSL, which will mature in March 2029.
Shipbuilding
7. The Company achieved a total shipbuilding income of RS.2,651.39 Crores during 2025-26 as against RS.2,663.27 Crores in 2024-25. During the year CSL successfully delivered two Hybrid Electric Catamaran Hull Vessels to
Kochi Metro Rail Limited (KMRL), two Anti-Submarine Warfare Shallow Water Crafts (ASW SWC) to the Indian Navy, one Multi-Purpose Vessel (MPV) to HS Service GMBH & Co. KG, Germany and one Hybrid Electric Catamaran Passenger Vessel to Inland Waterways Authority of India (IWAI).
Shipbuilding Order Book Position
8. During the year 2025-26, CSL received an order for construction of two Tugs of 70 T Bollard Pull Power and two Green Tugs of 60 T Bollard Pull Power from Polestar Maritime Limited. CSL also secured an order for constructing four 26-metre fully electric TRAnsverse (TRAnsverse 2600E) 70 Ton Bollard Pull Tugs for Svitzer, Denmark and an order for construction of six 1,700 TEU LNG Fuelled Feeder Vessels from CMA CGM, France. The unexecuted order book of the Company as on March 31, 2026 stands at around RS.18,900 Crores, consisting of around 51 vessels with Defence order book at RS.12,150 Crores consisting of 12 vessels, Commercial (domestic) order book at H725 Crores consisting of 16 vessels and Commercial (export) order book at RS.6,025 Crores consisting of 23 vessels. Out of the total Commercial order book of RS.6,750 Crores, around 90% is export order and around 40% comprises of green vessels.
Ship Repair
9. During the year, the Company achieved a total ship repair income of RS.1,656.30 Crores, compared to RS.1,864.57 Crores in the previous year. Major vessels repaired during the financial year at the CSL Kochi main yard include defence vessels including Aircraft Carrier, Swarna-series tankers of SCI, and SPM Buoy-01, among others. CSL also successfully completed repairs of private commercial vessels MT Orchids and Shanti Sagar 17, meeting internationally benchmarked turnaround time. The conversion project - MR and MLU and Re-engining of defence vessel is in the final stages of completion. CSL also successfully undertook repairs of DCI Dredge VIII, marking the first ship repair project executed in the New Dry Dock following its commissioning. Further, after a gap of 17 years, CSL secured the contract for dry dock repairs of JUR Sagar Kiran of ONGC, which is currently under repair in the New Dry Dock.
10. The International Ship Repair Facility (ISRF), developed on land leased from the Cochin Port Authority, is a state- of-the-art facility aimed at enhancing Indias ship repair capabilities for handling vessels of maximum 130 metre length. Constructed at a cost of H970 Crores, the facility includes a 6,000 T capacity ship lift and transfer system, six
workstations and around 1,400 metres of berthing space, enabling simultaneous repair of six vessels and an annual throughput of up to 82 ships. This facility, inaugurated by the Honble Prime Minister, Shri Narendra Modi on January 17, 2024, was brought into full-fledged operations during the financial year. Around 35 refits were undertaken at ISRF during the reporting period, covering a wide variety of vessels from clients such as LDCL, Indian Navy, Dulan International, NIOT and FSI. The Medium Refits of two RE class defence vessels are currently in the advanced stages. The ISRF reported a revenue of RS.207.33 Crores for FY26. Further, ten globally renowned firms in the maritime industry have already partnered with CSL for setting up their units in the Maritime Park situated at ISRF in the first phase and six firms started their operations.
11. During FY 2025-26, CSL Mumbai Ship Repair Unit (CMSRU) undertook dry dock and afloat repairs of 12 vessels, including normal and short refits for various government agencies and the Indian Coast Guard, as well as minor and major repairs for commercial clients. Refits of four JSW bulk carriers were executed under the MoU signed with JSW Shipping & Logistics Private Limited for repair of their fleet. Since its operationalisation, CMSRU has successfully completed repairs of approximately 137 vessels and the Unit has achieved a record turnover of RS.208.72 Crores during the financial year. An additional berth ID-9 was allocated to CMSRU in July 2025 by Mumbai Port for further augmenting its repair capabilities at Mumbai.
12. Since commencing operations in October 2019 at Netaji Subhas Dock, Kolkata, CKSRU (CSL Kolkata Ship Repair Unit) has successfully completed 33 refit projects. During FY 2025-26, nine refits were undertaken, including major dry dock and repair works for Indian Coast Guard, SMPA, SCI, DCI and GRSE vessels. Key projects executed include MV Swaraj Dweep, MV Kalighat, ICGS Samudra Paheredar, Yard 3022 (P17A), DV Rabindra and DCI Dredge XXI. Operations commenced at the dedicated berth 6 NSD in July 2025. Significant infrastructure upgrades, including development near Dry Dock 2, refurbishment of existing facilities and procurement of a hydra crane were also completed, strengthening CKSRUs operational capabilities. CKSRU earned a total revenue of RS.100.12 Crores for FY26.
13. During FY 2025-26, CANSRU (CSL Andaman & Nicobar Ship Repair Unit) achieved a record turnover of RS.228.39 Crores by completing 11 dry dock repairs, 11 afloat/ routine repairs, two major CSM routines and 1,437 emergency repairs. The Unit also marked five years of successful operations, ensuring reduced turnaround time for DSS ship repairs, enhanced repair quality and improved vessel reliability, thereby greatly improving vessel availability for the island population from 4 vessels to 15 vessels in the foreshore sector and 11 inland vessels for DSS. CANSRU has consistently met its turnover targets over the past four years while contributing to skill development through training initiatives, expanding its vendor base and strengthening a reliable repair ecosystem. Approval is awaited from A&N Administration on the DPR submitted for Marine Dockyard modernisation.
Expansion Projects
Ship Repair Facility at Vadinar, Gujarat
14. CSL along with Deendayal Port Authority (DPA), under the aegis of the Ministry of Ports, Shipping and Waterways (MoPSW), Government of India, is developing a state-of-the-art Ship Repair Facility at Vadinar, Gujarat for repair of vessels up to 300 m length, with a combined investment of RS.1,570 Crores. The project is planned as a brownfield facility with a 650 metres jetty, two large floating dry docks, workshops and associated marine infrastructure. DPA will develop the civil infrastructure, including jetties, at an estimated cost of RS.650 Crores and CSL will bring in the ship repair infrastructure including two large floating docks costing about H920 Crores and operate the facility. The project has been approved by the Cabinet Committee on Economic Affairs (CCEA) on May 05, 2026.
CSL Strategic & Advanced Solutions (C-SAS)
15. In order to tap new revenue generation streams beyond the current Shipbuilding & Ship Repair portfolios, a dedicated division named CSL Strategic & Advanced Solutions (C-SAS) was formed to enable the Company to venture into the arena of strategic and knowledge driven future technologies in the maritime sector. C-SAS has been actively engaged in identifying and developing sustainable and future-oriented business models. Various innovative initiatives undertaken by C-SAS Division during the financial year 2025-26 are more specifically covered in the Management Discussion and Analysis Report.
Subsidiary Companies
(i) Hooghly Cochin Shipyard Limited (Hooghly-CSL)
Hooghly-CSL was initially set up as a joint venture between CSL and Hooghly Dock & Port Engineers Limited (HDPEL)
on October 23, 2017. Pursuant to the approval of the Union Cabinet, CSL acquired the shares held by HDPEL and with effect from November 01, 2019, Hooghly-CSL became a wholly owned subsidiary of CSL.
The Company set up a new state-of-the-art ship building and repair facility at Nazirgunge and on August 16, 2022, the facility was dedicated to the nation by Shri Sarbananda Sonowal, the Honble Minister of Ports, Shipping and Waterways, Government of India. The facility has been set up in an area of 15.76 acres on the banks of river Hooghly at a cost of RS.175.20 Crores with an intention to position itself as a premier shipbuilding/ repair yard in the East Coast of India for inland and coastal vessels.
During the financial year 2025-26, Hooghly-CSL successfully delivered one Hybrid Electric Catamaran Passenger Vessel contracted for Inland Waterways Authority of India (IWAI), for deployment in National Waterways 1 and 2. Hooghly- CSL has an unexecuted order book of around RS.200 Crores as on March 31,2026.
Hooghly-CSL has reported a total income of RS.129 Crores for FY26 as against RS.62.40 Crores for the previous year. The Company has reported a loss of RS.19.53 Crores for FY26 as against a loss of RS.17.38 Crores for the previous year.
(ii) Udupi Cochin Shipyard Limited (Udupi-CSL)
Udupi-CSL is a wholly owned subsidiary of CSL based in Udupi and is primarily engaged in building small and medium sized vessels. During the financial year 2025-26, Udupi-CSL delivered four 3,800 TDW Cargo Vessels to Wilson ASA, Norway, along with two 70T Bollard Pull Tugs to Ocean Sparkle Limited. Udupi-CSL has an unexecuted order book of over RS.2,000 Crores as on March 31, 2026.
Coming to the financials, Udupi-CSL reported a total income of RS.630.21 Crores for the year ended March 31, 2026, compared to RS.278.62 Crores in the previous year. The revenue from operations increased to RS.618.12 Crores in FY 2025-26, up from RS.265.64 Crores in FY 2024-25. The Company reported a profit of H93.39 Crores in FY 2025-26, compared to a profit of RS.2.63 Crores in FY 2024-25.
Strategic Initiatives
(i) Investing in Marine Electrification Technologies - JV with HBL
CSL is in the advanced stages of forming a Joint Venture Company with HBL Engineering Limited (HBL) for the purpose of developing electric mobility technology and energy storage solutions in the maritime space to cater to both domestic and global markets. Towards this a Joint Venture Agreement has been executed between CSL and HBL on March 25, 2026 and the incorporation of the Company under the Companies Act, 2013 is in progress. The proposed Joint Venture Company, to be named
GREEN MARITIME PROPULSION PRIVATE LIMITED, will have an initial share capital of H9 Crores, with CSL investing 40% and HBL investing the remaining 60%. The registered office of the Joint Venture Company will be situated in Hyderabad, India.
(ii) Acquiring stake in an overseas ship design company - Conoship International Holding B.V., Netherlands
CSL plans to acquire 23% equity stake in Conoship International Holding B.V., Netherlands to enable CSL to penetrate to European coastal and short sea shipping with advanced design solutions. The Department of Investment and Public Asset Management (DIPAM) has concurred the proposal and the process of acquisition has been initiated.
(iii) India Ship Technology Centre (ISTC)
In March 2026, CSL became a subscriber member with Board representation of the India Ship Technology Centre (ISTC), a Section 8 (non-profit) Company incorporated under the aegis of the Ministry of Ports, Shipping and Waterways (MoPSW), Government of India. ISTC is established to promote research, development and technological advancement in the field of shipbuilding and marine engineering in India. It aims to strengthen indigenous capabilities in ship design, naval architecture and marine systems and to provide advanced facilities for testing and validation of ship technologies.
Manpower Status
16. The manpower strength of the Company as on March 31, 2026 was 4,013 consisting of 529 executives, 269 supervisors, 1,333 workmen and 1,882 on-contract employees (245 officers, one supervisor and 1,636 workmen). Further, as on March 31, 2026, the Company also had 1,301 trainees including 644 under the Apprentices Act, 1961, 22 from the Centre of Excellence in Maritime and Shipbuilding (CEMS) and 29 under the Prime Ministers Internship Scheme (PMIS).
17. During the year 2025-26, CSL recruited a total of 1,477 personnel comprising of three executives, 45 executive trainees, two supervisors, 35 workmen, 664 on-contract employees (87 officers and 577 workmen), 728 trainees including 665 under the Apprentices Act, 1961, 24 from CEMS and 39 under PMIS.
Industrial Relations
18. CSL continued to maintain and foster cordial industrial relation atmosphere during the year. There was no loss of man hours on account of labour unrest due to reasons attributable to the Company exclusively.
19. The executives and non-unionised supervisors also continued to contribute their best to the Company during the year.
20. The joint management forums like joint councils, shop council, central safety committee, shop level safety committees, contract worker safety committee, canteen management committee, employees contributory provident fund trust etc., continued to function effectively.
21. Employees and their dependents welfare and wellbeing are well taken care through various voluntary schemes like Employees Medical Assistance Scheme, Employees Pension Scheme, Shipyard Parivar Prathibha Puraskar Scheme, Employees Educational Assistance Scheme etc.
Human Resource Development
22. CSL gives utmost importance in empowering employees growth and developing their knowledge, skills and capabilities to drive better business performance. Acknowledging this fact, CSL has defined continuous learning as one of its cultural competencies and is constantly engaged in up-skilling the workforce.
23. In line with the above, several learning and development activities were carried out during the year 2025-26 spanning various sectors and covering both technical and non-technical workforce. The Company has implemented a training scheme Igniting Minds wherein the senior executives of the Company were nominated for various programmes on divergent topics such as ESG, climate change, and building future ready organisations and artificial intelligence strategy by IIM Bangalore, AI for managers, high impact leadership, project management, coaching and mentoring for effective leadership by IIM Lucknow, operational and organisational excellence, responsible AI and emerging frameworks, MDP on finance for non-finance executives by MDI Gurgaon, the winning edge: communication strategies for leaders, mergers, acquisitions and restructuring, interpersonal effectiveness and team building, strategic human resource management by IIM Ahmedabad, etc.
AOTS (Association for Overseas Technical Cooperation and
Sustainable Partnerships) Training in Japan
24. A total of 40 employees attended a customised training programme in Japan, conducted in two batches of 20 participants each in November 2025 and February 2026 respectively. Each batch comprised one Executive, two Supervisors, and 17 Workmen. To encourage greater gender representation in skill development initiatives, women employees were included in both batches. The
training programme was a combination of classroom coaching and factory visits including shipyards in Japan. The training programme covered areas such as Japanese work culture, workplace management, social behaviour, culture displayed by Japanese in public places and included visits to a shipbuilding company and other major industries to get a feeling of latest technology in use, safety management practices, robotics technology in action and productivity improvement practices through 5S and Kaizen.
Other Foreign Training
25. During FY 2025-26, one senior executive attended a two-week DFC course on innovation management at Copenhagen, Denmark (August 2025). Furthermore, one junior executive attended a DFC course on decarbonisation, energy efficiency and new green solutions in shipping at Copenhagen, Denmark (November 2025). Two Executives attended Osaka expo to Japan-CII learning mission at Yumeshima Island, Osaka (August 2025).
Customised Internal Trainings
26. During the financial year 2025-26, CSL organised a wide range of customised in-house training programmes to enhance the competencies of executives, supervisors and employees. The initiatives included Management Development Programmes on general management and project management in collaboration with leading academic institutions, competency-based residential training on teaming and communication skills and welding, orientation programmes for retiring employees, security sensitisation sessions, training on first aid, the POSH Act, energy management system awareness and programmes on service conditions, cyber hygiene and security, procurement, General Financial Rules (GFR), public procurement policy and GeM during Vigilance Awareness Week 2025. In addition, CSL conducted the Young Officers Competency Development Programme (YOCDP), Supervisors Competency Development Programme (SCDP) and in-house mentoring sessions for mentors and mentees, addressing the organisations specific capability development needs.
27. During the financial year 2025-26, CSL conducted over 306 training programmes, totaling around 8,706 man- days, both in-house and at premier institutions, benefiting more than 6,758 participants. Emphasising the importance of continuous learning and leadership development, CSL introduced its leadership talk series, Prajyoti and Prajnan. These sessions are designed to inspire and engage the workforce through short talks delivered by distinguished personalities from diverse fields.
Educational Scholarships to Wards of Employees
28. Shipyard Pariwar Prathibha Puraskar, an educational scholarship scheme introduced from the year 2016 aims to reward and promote the star performers among the wards of regular employees of CSL. A scholarship of RS.25,000 per year for a maximum period of five years shall be bestowed in the order of highest marks scored by the wards in class XII final examination. During the year 202526, 22 eligible students have been granted scholarship under the said scheme.
Recognising Excellence
29. CSL has introduced the Employee Excellence Awards Scheme to recognise and reward innovative ideas and practices among employees up to the level of AGM. The highest honour under the scheme is the Chairmans Award, which comprises a citation and a cash prize of RS.15,000.
30. During the Independence Day celebrations in 2025, 41 employees (eight executives, one supervisor, 24 workmen and eight on-contract personnel) were honoured with the Chairmans Commendation, which carries a cash prize of RS.2,000. During the Republic Day celebrations in 2026, one employee was bestowed with the Chairmans Award and 29 employees (ten executives, five supervisors, ten workmen and four on-contract personnel) were awarded the Chairmans Commendation.
International Yoga Day
31. Employees and their family members were encouraged to observe International Day of Yoga. As a part of this, CSL conducted common yoga protocol practice on June 21, 2025, in order to promote yoga with an aim to relieve stress, support good health habits and improve mental/ emotional health. Further, live streaming of the event was also made available for participation by family members of the employees.
Marine Engineering Training Institute (METI)
32. During the financial year 2025-26, METI continued to strengthen its position as a premier maritime training institute by successfully training 140 Graduate Marine Engineering (GME) cadets under the one-year programme approved by the Directorate General of Shipping (DGS), while 160 GMEs are currently undergoing training following the enhancement of its approved intake capacity from 140 to 160.
33. METI also facilitated the six-month afloat training for 18 students of the four-year marine engineering programme from Sree Venketeswara College of Engineering (SVCE), Chennai. Five SVCE students are currently pursuing the course.
34. During the year 2025-26, METI conducted 64 batches (864 trainees) of the one-day/three-day basic firefighting practical training programme for outside candidates. METI actively participated in the National Maritime Day Celebrations 2025 organised by the Mercantile Marine Department (MMD), Kochi, for which it received appreciation awards from the MMD, Kochi, on April 05, 2026. METI also observed World Blood Donor Day and conducted in-house seminars for the 51 st and 52 nd batches of GMEs.
35. METI conducted three batches of the Oil and Chemical Tanker Familiarisation course for 65 students and one batch of Gas Tanker course for 21 students from September 2025 to January 2026. On February 27, 2026, METI organised a Meet and Greet the Candidates 3.0 programme, which was attended by 44 students from various engineering colleges, aspiring for GME-sponsored seats from reputed shipping companies. Several shipping company officials visited METI and interacted with students.
36. In alignment with IMO regulations and Amrit Kaal Vision of the Government of India, CSL METI and Bernhard Schulte Ship Management (India) Pvt. Ltd. (BSM) have signed an MoU to conduct one-day practical firefighting and IGF (basic and advanced) training courses for BSM seafarers. These DGS-approved courses are designed to meet the international code of safety for ships using gas or other low flash point fuels. CSL has successfully trained 302 seafarers across 31 batches under this programme.
37. CSL and Maersk A/S, Denmark have signed an MoU for collaboration in various key areas. The MoU inter alia promotes knowledge exchange on global standards to build world-class capabilities in line with the Government of Indias Maritime India Vision (MIV) 2030 and Maritime Amrit Kaal Vision (MAKV) 2047, which together envision India as a premier global maritime hub. Further, CSL and Maersk have signed an MoU for sponsoring ten GME trainees of METI. Presently, they have sponsored eight GME trainees. Furthermore, CSL METI has developed skill-enhancement programmes viz., five days Fitter Enhancement Training Programme and five days Welders Bridging Training Programme for the seafarers of Maersk. So far CSL has completed the above up-skilling training programme for 11 batches of 133 seafarers of Maersk.
38. Further, METI received A1 Grade (Outstanding Grade) by LR Class on behalf of the Directorate General of Shipping in the CIP Audit for the year 2025. METI has received the A1 Outstanding Grade for three consecutive years.
Training Institute
39. The Training Institute conducted various training programmes on employability, communication skills, soft skill for hard situations and anti-drug abuse and cyber security for Act apprentices and trainees completing their apprenticeship programmes. In addition, the Training Institute provided skill development training for 76 MEWP (Mobile Elevating Work Platform) operators including CSL employees, on-contract workmen, trainees and employees of contractors. Moreover, the CSL Training Institute provided internships to a total of 1,542 degree and management students from various colleges across the country. During the year 2025-26, CSL imparted training to 704 trainees, including 665 under the Apprentices Act, 1961, and 39 under the Prime Ministers Internship Scheme (PMIS). Furthermore, the CSL Training Institute has commenced two batches of a two-year rigger training course under the Skill Development Programme.
40. ASAP Kerala Collaboration - In line with the Government of Indias initiative on skilling, re-skilling and up-skilling manpower for the growing maritime industry, CSL and the Additional Skill Acquisition Programme (ASAP) Kerala, a Section 8 company under the Higher Education Department, Government of Kerala, have signed an MoU to provide multi-skill training in shipbuilding, ship repair and marine engineering for ITI-certified youth. As per the MoU, ASAP provides two months of theory training, CSL provides three months of practical training and nine months of on-the-job training. CSL also provides one-year contract employment after completion of the training. A joint certification is awarded by CSL and ASAP.
41. CSL developed the Marine Structural Fitter Training Programme, a multi-skilling initiative that commenced in February 2022. About 92 candidates have completed the programme, with 93 candidates currently undergoing training.
Prime Ministers Internship Scheme (PMIS)
42. CSL remains committed to nurturing future professionals by supporting national initiatives aimed at building a skilled and competent workforce. As part of the Prime Ministers Internship Scheme (PMIS), CSL has provided hands-on experience to 39 interns with the objective of bridging the gap between academic learning and professional practice, thereby promoting skill development and employability among youth.
CSL Academia Collaboration Policy
43. CSL has formalised its commitment to research and innovation through the introduction of the CSL Academia Collaboration Policy (COLLAB). This policy establishes a structured framework for strategic partnerships with academic institutions, aimed at fostering skill development, process enhancement and technological advancement within CSL and the wider maritime sector. Under this scheme, 17 students are currently undertaking projects, two students are engaged in internships and four faculty members are undergoing professional training at CSL.
Employee Welfare Measures
44. Child Care Leave (CCL) - From the calendar year 2025, those employees (executives, supervisors or workmen) with two years of regular service in CSL shall be eligible for CCL up to two years (i.e., 730 days). All women employees with dependent disabled children (40% or more disability) are eligible for CCL without age restrictions. All single parents (male or female) with minor dependent children (up to 18 years old) are also eligible for CCL for purposes such as exams or sickness during the entire service.
45. Employee Welfare Crowd Funding Scheme - CSL has launched an Employee Welfare Crowd Funding Scheme Cochin Shipyard Employees Parivar Parirakshan Yojana (SEPPY) in order to support the bereaved family of an employee in the event of death of an employee. The scheme operates in such a way that an amount of RS.600 will be collected from each employee on the rolls of the Company in the event of death of a regular employee. As per the scheme, the Company will provide financial support at the rate of 1.5 times of fund collected through employee crowd funding, subject to a limit of RS.15 Lakhs in the event of each natural death case. The maximum benefit provided to the dependents through the scheme shall be RS.25 Lakhs. During the financial year 2025-26, an amount of RS.25 Lakhs was disbursed to the dependents of a deceased employee in accordance with the provisions of the scheme.
46. Enhancement of relief under Cochin Shipyard Employees Mutual and Public Welfare Trust (CSEMPWT) - CSL enhanced the financial death relief to H8 Lakhs and funeral expenses to RS.25,000 to the dependents of the members of the trust in the event of death of an employee.
47. Welfare assistance and special casual leave for the care of differently abled children - CSL is granting monthly welfare assistance of RS.4,500 to all permanent employees who are having differently abled wards. They are also given time off for taking care of the ward in emergency situations limited to a maximum of 5 special casual leaves in a calendar year.
48. Modified CSL Medical Assistance Scheme - CSL has modified the medical assistance scheme for employees by empanelling 34 hospitals (Super-specialty/ multi-specialty/ specialty and other-specialty hospitals) in Ernakulam district for the treatment of CSL employees and their eligible dependent family members. The expenses towards the inpatient/ day care treatment availed at these
34 empanelled hospitals shall be settled directly by CSL to the hospital. In the case of hospitals outside Ernakulam district, the admissible treatment expenses shall be reimbursed to the employees.
49. CSL Rudder Actionable Insights, Informed Decisions - A mobile application developed and launched as a part of the digital transformation initiatives of CSL. The application offers a bunch of new facilities to CSL users. The application can be used by both internal users like all permanent staff including officers, supervisors and workmen and external users like retired employees etc. Employee profile, attendance details, salary slips, leave details, medical claims status, dependents information, loan details, PF data, capture reporting time etc., are some of the features included in Rudder application.
50. Infertility treatment scheme was launched in the year 2020 for providing reimbursement of medical expenses incurred for infertility treatment for all permanent employees. An amount not exceeding RS.1 Lakh per cycle or the actual cost whichever is lower is permitted for reimbursement and the same will be allowed up to a maximum of three fresh cycles with prior approval. Special leave for a maximum of 10 days in a year and a maximum of 20 days are being granted during the service of an employee who undergo procedures as part of infertility treatment. A total of 31 employees were granted permission to avail the benefits under this scheme as on March 2026.
51. National Pension System (NPS) was introduced in CSL in order to facilitate contributory pension scheme for all permanent employees. CSL is contributing 10% of the wages (Basic + DA) to the individual account of the employees as employer contribution from April 2021 onwards. The scheme provides attractive income tax benefits to the employees and also ensures a hassle-free life post retirement.
52. CSL introduced paternity leave in the year 2019 to male employees of the Company including for valid adoption of a child below the age of one year.
53. CSL as a people first and people caring organisation felt the necessity to support the employees availing leaves owing to rare and extra ordinary circumstances such as treatment for cancer, organ failure and organ transplantation. From the calendar year 2023, 180 days of special leave during the service period has been sanctioned to all regular employees for undergoing treatment of cancer like surgery, chemotherapy or organ failure or donation of organ. There are also cases reported where the dependents of employees are in the similar situation and the employees have to avail leave to take care of them. As a support for
the ailing family members, special leave can also be availed by employees for the days required for chemotherapy and organ transplantation of their dependents.
54. It has also been noted that a number of CSL employees are donating blood to the needy as a noble act and a lifesaving gesture. All regular employees are also allowed to avail special leave for one day for donating blood, subject to a maximum of three occasions in a year.
55. Further, as part of the Companys employee health and well-being initiatives, CSL successfully completed the Annual Health Check-up programme for all regular employees during the financial year 2025-26.
Encouraging Thought Provoking Ideas
56. Nethruthwa Samvriddhi Yojana - Leadership Acceleration Programme (LEAP) was launched in the year 2016 to encourage and motivate executives in the grades E1 to E4 for pursuing higher studies in premier institutes both in India and abroad. The core benefit under the scheme is not only a grant of study leave for two years, but reimbursement of tuition fees in installments after they come back and join for duty. A maximum of three applicants are considered on an annual basis under LEAP scheme.
57. Mentor-Mentee scheme was launched in the year 2016 for ensuring personalised special attention by a senior executive. This collaboration gives junior executives, who
are freshers, a feeling of engagement, belongingness and significant improvement in the inter and intra personal relationship in the organisation which lead to better retention.
Professional Assessments
58. Through an elaborate competency mapping exercise, four cultural competencies namely teaming, execution excellence, constraint breaking and continuous learning have been identified for CSL. These cultural competencies have been incorporated in all HR sub systems like recruitment, training, performance management, career development etc.
Status on Affirmative Action to Implement Presidential Directives on Reservations
59. Cochin Shipyard has been strictly complying with the Presidential directives and guidelines on reservation for Scheduled Caste (SC)/ Scheduled Tribes (ST)/ Other Backward Classes (OBC)/ Persons with Benchmark Disabilities (PwBD)/ Economically Weaker Sections (EWS) and Ex-Servicemen issued by the Government of India from time to time. The Company has appointed separate liaison officers for SC/ ST/ OBC/ PwBD/ EWS and ExServicemen to oversee the implementation of reservation policies. Reservation percentage is ensured through the maintenance of post-based roster system as prescribed by the Government of India.
Representation of SC/ ST/ OBC/ EWS, Persons with Benchmark Disabilities (PwBD) and Minority Employees
60. The representation of SC, ST, OBC, EWS, Persons with Benchmark Disabilities (PwBD) and Minority employees in various groups
of posts as on March 31, 2026 is given below:
| Category | Total Strength | SC | ST | OBC | EWS | PwBD | Minority |
| Group A | 384 | 49 | 20 | 116 | 1 | 8 | 108 |
| Group B | 188 | 20 | 8 | 88 | 2 | 1 | 45 |
| Group C | 1,180 | 155 | 15 | 632 | 1 | 28 | 287 |
| Group D | 379 | 47 | 5 | 267 | 1 | 11 | 91 |
| Total | ^^^ RS.2 ,131 | 271 | 48 | 1,103 | 5 | 48 | 531 |
Provision for Safeguard of Women
61. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and Rules framed thereunder are strictly complied with, including constitution of Internal Complaints Committees, which are chaired by senior woman executives. The Company has taken various initiatives for spreading awareness for prevention of sexual harassment including conducting sensitisation programmes across the organisation.
62. The details of complaints of sexual harassment filed under the POSH Act during the financial year 2025-26 is given below:
| (i) | number of complaints pending as on March 31, 2025 | 1 |
| (ii) | number of complaints received during the financial year 2025-26 | 2 |
| (iii) | number of complaints disposed of during the financial year 2025-26 | 1 |
| (iv) | number of complaints pending as on March 31, 2026 | 2 |
| (v) | number of cases pending for more than 90 days | 2 |
63. CSL has a woman Welfare Officer specifically to promote women empowerment activities and to formulate and implement welfare measures according to the needs of women employees of the Company. CSL celebrated International Womens Day in March 2026 with inclusive events that encouraged active participation.
64. Further, the Company extends all prescribed maternity benefits to eligible women employees and complies with the applicable provisions of the Maternity Benefit Act, 1961.
Integrated Management System (IMS)
65. Cochin Shipyard maintains its Integrated Management System (IMS) under the ISO 9001:2015 Quality Management System, ISO 14001:2015 Environmental Management System and ISO 45001:2018 Occupational Health and Safety Management System standards. The quality management systems are proposed to be rolled out across all ancillary units of CSL.
Information Security Management Systems (ISMS)
66. Cochin Shipyard has achieved a significant milestone by obtaining certification according to ISO 27001:2022 for establishing, implementing, maintaining and continually improving an information security management system (ISMS). This accomplishment underscores CSLs dedication to safeguarding sensitive information, bolstering cyberresilience and driving operational excellence. CSL is the first company in the shipbuilding sector to implement ISMS, setting a new standard for information security in the industry.
Energy Management System (EnMS)
67. In March 2026, Cochin Shipyard was awarded ISO 50001:2018 certification for its Energy Management System (EnMS). This certification demonstrates CSLs commitment to enhancing energy performance through a structured approach to energy management, continuous monitoring and optimisation of energy consumption, thereby supporting sustainable and efficient operations.
Facility Upgrade and Capital Expenditure
68. The total capital expenditure incurred in 2025-26 amounted to RS.318.07 Crores. This related to modernisation and expansion, renewals and replacements, new dry dock, ISRF, CMSRU, CKSRU, CANSRU, subsidiaries etc.
Implementation of Official Language Policy
69. In pursuance of sub rule (4) of rule 10 of the Official Language (Use for the Official Purposes of the Union) Rules,
1976, Government of India have notified, in the Gazette of India, that 80% of ministerial staff of the Company have acquired working knowledge/ proficiency in Hindi.
70. On the occasion of the 150 th anniversary of the National Song Vande Mataram and World Hindi Day, CSL organised a grand National Song - Vande Mataram competition for colleges in Ernakulam district, in which a total of 14 colleges actively participated. The participants presented deeply emotional and melodious renditions of Vande Mataram, leaving a lasting impression on the audience. The first prize was awarded to Sacred Heart College, Thevara, the second prize to Muthoot Institute of Technology and Science, Puthencruz, and the third prize to St. Xaviers College for Women, Aluva. The winning teams were honored with prizes and certificates on the occasion of Republic Day.
71. On March 24, 2026, a career development seminar was successfully organised for MA/ BA students and research scholars of the Hindi Department at Nirmala College, Muvattupuzha, in collaboration with CSL. The primary objective of the programme was to familiarise students with various career opportunities and to strengthen their professional skills. The seminar was held in the college campus, where a total of 55 students from the Hindi Department participated enthusiastically. Another key aim of the programme was to provide practical exposure and encourage skill development so that students can take advantage of better career opportunities in the future. The keynote speaker for the event was Dr. Madhusheel Ailyath, Assistant General Manager, Reserve Bank of India, Kochi. Through this session, the students gained important and valuable insights into career options, higher education and preparation for competitive examinations.
72. On May 09, 2025, a Hindi ShiLpashala was successfully organised for the children of CSL employees, with the aim of promoting the importance of the Hindi language and enhancing their linguistic skills. A total of 55 children actively participated in the event. Shri Prashant G Pai, Senior Manager, Canara Bank, led the session with engaging Hindi lessons and fun-filled activities. On this occasion, various competitions were organised for the children in Hindi, including quiz, Hindi film song activities and drawing competitions, providing participants with an enjoyable and interactive platform to showcase their language skills and creativity.
73. The Hindi Fortnight celebrations was held with great enthusiasm and pomp in CSL and its units (CMSRU, CKSRU and CANSRU) from September 14 to 28, 2025. Various competitions such as Hindi calligraphy, dictation, poem recitation, poem writing, news reading, administrative terminology, quiz, film songs, noting and drafting, slogan and poster, anthakshari and translation etc., were organised for the employees of CSL. More than 70 employees participated enthusiastically in each competition. The HR&LD Department won the Overall Championship Rolling Trophy by securing the highest marks in the competitions held as part of the Hindi Fortnight celebrations and the Official Excellence Award was awarded to the Medical Center.
74. As part of the Hindi Fortnight Celebrations 2025 and with the objective of promoting the use of Hindi as well as encouraging language-based oratory and critical thinking skills among students, CSL organised a Hindi debate competition for high school students (Classes 8, 9 and 10) from schools under the Kochi Municipal Corporation. A total of 12 schools actively participated in the competition. The topic of the debate was The Impact of Social Media on Youth. In the competition, Navy Childrens School, Kochi, secured the first prize, Chinmaya Vidyalaya, Vaduthala, won the second prize, Kendriya Vidyalaya No. 2, secured the third prize, and Greets Public School, Kaloor, achieved the fourth position.
75. Amrita Vishwa Vidyapeetham, Kochi Campus organised Hindi competitions (including poetry recitation, speech and essay writing) for students from various colleges in Ernakulam district, sponsored by CSL. The objective of these competitions was to enhance interest in Hindi language among youth, encourage their creative and linguistic talents and strengthen the promotion of official language Hindi. With the support of CSL, the event became more impactful and well-organised, fostering a positive attitude towards Hindi among the younger generation.
76. Shri Harikrishnan G, Manager (ER Dept.), brought pride to CSL by winning a commendation award in the Hindi short story writing competition organised by the Thiruvananthapuram Town Official Language Implementation Committee on January 16, 2026. The competition received a total of 87 entries from across South India, making this achievement particularly noteworthy.
77. With the objective of promoting the Hindi language among students, CSL distributed Hindi books to two CSR- supported schools viz., Government Higher Secondary School, Pezhakkapilly and Government Higher Secondary School, Chathamattam. This initiative aims to enhance students proficiency in Hindi and encourage the development of good reading habits.
78. The 18 th issue of the Hindi in-house magazine was released in September 2025 at CSL during the Hindi Fortnight celebrations. The first copy of the magazine was presented to Dr. Seema Suri, Non-Official Independent Director, by Shri Madhu Sankunny Nair, the then Chairman and Managing Director (CMD). The 19 th issue of the Hindi in-house magazine was released on March 12, 2026 by Shri Jose V J, Director (Finance) and CMD (Additional Charge). On this occasion, the first copy of the magazine was received by Dr. Harikrishnan S, Director (Operations), from the CMD.
79. Four students from Maharajas College, Ernakulam, two students from CUSAT, Kochi and six students from Dakshina Bharat Hindi Prachar Sabha, Ernakulam successfully completed internship work in Hindi during April - March 2026. They were given a valuable opportunity to gain knowledge in areas such as the Official Language Policy, annual programmes, correspondence, noting and drafting, computer typing and record/file management.
80. Hindi workshops and Official Language Implementation Committee (OLIC) meetings were conducted during the year. Further, in-service training in Hindi Pragya Course (July -November 2025) commenced in the month of July 2025 under the Hindi Teaching Scheme. The course was conducted over a period of five months. A total of 20 employees appeared for the examination held on November 16, 2025, after successfully completing the course. All the employees passed the examination successfully.
81. With the objective of creating awareness about the official language among senior officers of the organisation, an official language management programme was organised on December 03, 2025, for officers at the Senior Manager and Manager levels. The programme was conducted by Dr. Madhusheel Ayilyath, Assistant General Manager, Reserve Bank of India, Kochi. He elaborated in detail on the Official Language Policy, annual programme, reports
related to the Parliamentary Committee on official language, Unicode and other relevant aspects. Key issues concerning the role and responsibilities of senior officers in the implementation of the official language were also discussed. A total of 33 officers participated in the programme successfully.
Particulars of Employees and Related Disclosures
82. In accordance with Ministry of Corporate Affairs notification no. G.S.R. 463(E) dated June 05, 2015, government companies are exempt from Section 197 of the Companies Act, 2013 and its rules thereof.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
83. Details are placed at Annexure I .
Risk Management
84. CSL has put in place a comprehensive Risk Management Policy, approved by the Board of Directors. The Companys Risk Management Policy aims to establish a structured and defined process for the identification, assessment, response, monitoring and reporting of risks.
85. As per the Policy, the CSL Board undertakes overall oversight of the risk management system. The Board periodically reviews the risk management process to ensure that key risks are being properly identified and effectively managed. The CSL management, comprising both Board-level and below-Board-level executives, has been entrusted with the implementation of the risk management process. To this end, CSL has set up functional Risk Management Committees and a Board- level Risk Management Committee to implement the Risk Management Policy across the organisation. These committees regularly review the risk management process and the Policy to ensure their continued effectiveness.
86. The diversified product mix of CSL, which includes both defense and commercial shipbuilding, as well as ship repair, provides the Company with a natural hedge against market risks. This diversification helps to mitigate the Companys exposure to fluctuations in any particular market segment, thereby enhancing the overall resilience of the business.
Health, Safety and Environment (HSE)
87. CSL continues to uphold the highest standards of Health, Safety and Environment (HSE), reinforcing our commitment to the safety and well-being of employees, customers and all stakeholders. CSLs approach is driven by a proactive HSE culture, supported by a robust management system that systematically identifies, assesses and mitigates potential risks. CSL firmly believe that maintaining a safe and healthy work environment is fundamental to sustainable operations and the overall success of the organisation.
88. The overall HSE Index score of CSL for 2025 stood at 79.36, reflecting sustained progress in Health, Safety and Environment performance. The continued focus on strengthening HSE governance has resulted in measurable improvements, highlighting the effectiveness of structured and proactive risk mitigation strategies in preventing incidents and accidents. This emphasis on proactive intervention over reactive response is clearly demonstrated through both the overall and departmental HSE Index scores, which serve as key performance indicators. These metrics reinforce CSLs commitment to embedding a strong safety culture and ensuring consistent HSE excellence across all functional areas of the organisation.
89. The HSE Star Rating System continued to serve as a critical framework for evaluating the annual HSE performance of subcontractors deploying 20 or more personnel within the Yard, based on a calendar year assessment. The system enables CSL to systematically monitor performance and drive continuous improvement in HSE standards among its stakeholders. Ratings awarded range from three-star to five-star levels, reflecting adherence to stringent HSE requirements. During the reporting period, a total of 31 subcontractors were recognised with CSL HSE Star Ratings.
90. As part of the continual refresher training initiative, a comprehensive refresher programme has been systematically conducted for CSL employees and subcontractor workmen. A total of 15,623.25 man-hours of structured safety training have been completed, reinforcing critical safety competencies, hazard awareness and compliance with established safety protocols across all levels of the organisation. These sessions are designed not only to revisit core safety principles but also to integrate learnings from recent incidents, audits and evolving industry best practices, thereby strengthening the overall safety culture within CSL.
91. In addition, CSL has established a collaboration with the Fire and Safety Department of Cochin University of Science and Technology to deliver specialised safety engagement programmes for its employees.
Industrial Security
92. CSL is a vital organisation with national importance and is classified as special security zone by both State and
Central Government as the security of establishment has got national importance. Overall security of the Company continued to be robust without causing any serious security concern during the year. The primary security of the establishment is entrusted with Central Industrial Security Force (CISF) unit under the command of Dy. Commandant, CISF. CSL has instituted twenty-four hours waterfront patrolling with armed CISF personnel in addition to QRT team. CSL has installed a state-of-the-art surveillance system (CCTV) covering the entire perimeter including all critical locations and installations. Further, CSLs integrated security system enhances surveillance through a central command and control room, an electrical smart power fence, an access control system and a visitor management system, thereby strengthening the overall security of the Yard. All security systems and measures introduced and installed in the Company are of international standards. Periodic mock drill exercises are conducted in coordination with Intelligence Bureau, State Police, State Fire Department, Bomb Squad and Navy to assess the readiness of CISF to counter any security threat, security breach, crisis or calamities.
93. CSL has also engaged DGR sponsored ex-servicemen security agency for supplementing existing forces mainly catering to external properties of CSL and also internal specific locations.
94. CSL was accorded status of Sub-AUA under C-DAC, Mumbai
by UIDAI in October 2023. Accordingly, the Company carries out Aadhaar based verification under Aadhaar Act for identification of persons prior to issuing of entry passes. This process helps prevent impersonation and strengthens access control by ensuring that only verified individuals are granted entry to CSL.
Awards and Recognitions
95. During the financial year 2025-26, CSL received the following awards and recognitions:
(i) Maritime Excellence Award for Shipbuilding and Ship Repair at India Maritime Week 2025;
(ii) Best Stall for Creative Visualisation at India Maritime Week 2025;
(iii) Innovative HR Practices Award from National Institute of Personnel Management (NIPM);
(iv) Swachh Bharat Pakhwada Award 2025 by the Ministry of Ports, Shipping and Waterways, Government of India;
(v) Outstanding PSU of the Year Award at the prestigious All India Management Association (AIMA) Leadership Excellence Awards event;
(vi) Kerala State Energy Conservation Award 2025 from the Department of Power, Government of Kerala through the Energy Management Centre;
(vii) First prize for the implementation of official language from Kochi Town Official Language Implementation Committee (TOLIC) among the companies having more than 200 administrative employees;
(viii) First prize for the Hindi home magazine Sagar Ratna from Kochi TOLIC (PSUs); and
(ix) First runner-up for the Overall Champion for the joint Hindi Fortnight celebrations, 2025.
Board of Directors and Key Managerial Personnel
96. During the financial year 2025-26, the Board of CSL comprised of 7 Directors, consisting of a Chairman and Managing Director, 3 Whole Time Directors and 2 Parttime Official Directors (Government Nominees) and 1 Non-official (Independent) Director. For further details regarding the Board of Directors, including any changes thereto, please refer to the Corporate Governance Report, which forms part of the Directors Report.
97. The details of changes in Key Managerial Personnel during the financial year 2025-26 are given below:
| Sl. No. | Name | DIN | Designation | Date of Appointment | Date of Cessation | Remarks |
| (i) | Shri Madhu Sankunny Nair | 07376798 | Chairman and Managing Director | January 01, 2016 | January 31, 2026 | Superannuation |
| (ii) | Shri Bejoy Bhasker | 08103825 | Director (Technical) | April 05, 2018 | May 31, 2025 | Superannuation |
| (iii) | Shri Jose V J (1) | 08444440 | Director (Finance) | August 01,2019 | Continuing | Please refer note |
| Chief Financial Officer | August 13, 2019 | |||||
| Chairman and Managing Director (Additional Charge) | February 01,2026 |
| Sl. No. | Name | DIN | Designation | Date of Appointment | Date of Cessation | Remarks |
| (iv) | Shri Sreejith K Narayanan | 09543968 | Director (Operations) | July 21, 2022 | May 31, 2025 | Superannuation |
| (v) | Dr. Harikrishnan S | 10221559 | Director (Operations) | August 27, 2025 | Continuing | Appointment |
| (vi) | Shri Rajesh Gopalakrishnan | 09576336 | Director (Technical) | August 27, 2025 | Continuing | Appointment |
| (vii) | Shri Syamkamal N | N.A. | Company Secretary & Compliance Officer | February 01,2020 | Continuing | No Change |
(1) Shri Jose V J, whose office as Director was liable to retire by rotation and being eligible was reappointed as the Director of the Company at the 53 rd Annual General Meeting (AGM) of the Company held on September 29, 2025. Further, consequent upon the retirement on superannuation of Shri Madhu Sankunny Nair as the Chairman and Managing Director of the Company on January 31,2026, Shri Jose V J has been entrusted with the additional charge of the post of Chairman and Managing Director with effect from February 01, 2026.
Declaration and Meeting of Independent Directors
98. During the financial year 2025-26, there was only one Independent Director on the Board of CSL and the Company has received declaration from the Independent Director confirming that she meets the criteria of independence as prescribed under the Companies Act, 2013. A separate meeting of the Independent Directors could not be held during the year as there was only one Independent Director.
Details of Board Meetings held during 2025-26
99. Six Board Meetings were held during the year 2025-26 and the gap between two meetings did not exceed the statutory period. The dates on which the Board Meetings were held along with the attendance of Directors therein, are as follows:
| Sl. No. | Date | Board Strength | No. of Directors present |
| (i) | May 15, 2025 | 06 | 05 |
| (ii) | August 12, 2025 | 05 | 04 |
| (iii) | September 02, 2025 | 07 | 06 |
| (iv) | November 12, 2025 | 07 | 06 |
| (v) | January 28, 2026 | 07 | 05 |
| (vi) | March 27, 2026 | 06 | 04 |
100. For more details with respect to the Directors, Board and Committee meetings held during the year and attendance of these meetings, refer Corporate Governance Report which forms part of Directors Report.
Remuneration Policy/ Evaluation of Boards Performance
101. Cochin Shipyard is a Government of India company under the Ministry of Ports, Shipping and Waterways. Presently, the Directors of the Company are presidential appointees
and their remuneration is fixed in accordance with the DPE guidelines. Accordingly, Article 21(a) of the Articles of Association of CSL states that, President will appoint Directors and determine their remuneration. Since, the Board level appointments are made by President of India, the evaluation of performance of such appointees is also done by the Government of India. However, the Board evaluated the Non-official (Independent) Director of the Company visa-vis her performance and fulfilment of the independence criteria and found the same to be satisfactory.
Report of the Nomination and Remuneration Committee on Companys Policy on Directors Remuneration
102. Presently, the remuneration of Board level appointees is determined in accordance with DPE guidelines. CSL has adopted a Board-approved Nomination and Remuneration Policy in compliance with the provisions of Section 178 of the Companies Act, 2013. The Policy is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/68 .
Directors Responsibility Statement
103. Your Directors state that:
(i) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;
(ii) 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date;
(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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors 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
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Contracts and arrangements with related parties
104. In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has put in place a Policy for dealing with the related party transactions and the same is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/68 .
105. During the year under review, all transactions entered into with related parties were approved by the Board, since there is no functional Audit Committee at present. Prior omnibus approval of the Audit Committee (if available) and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the Audit Committee (if available) and the Board for review.
106. All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis. No related party transactions have been entered into by the Company during the year under review which attracted the provisions of Section 188 of the Companies Act, 2013. Therefore, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable for the financial year 2025-26 and hence does not form part of this Report. Further, your Directors draw attention of the members to Note 53 to the standalone financial statements which set out related party disclosures as per Indian Accounting Standard (Ind AS) 24.
Corporate Social Responsibility and Sustainable Development (CSR & SD) Committee
107. The Corporate Social Responsibility and Sustainable Development (CSR & SD) Committee of CSL ceased to exist with effect from November 22, 2024 due to the completion of tenure of the Independent Directors and the subsequent non-appointment of new incumbents by the Government of India. The CSR & SD Committee was reconstituted with effect from June 01, 2025 following the appointment of Dr. Seema Suri as a Non-official (Independent) Director on the Board of CSL on May 21, 2025. In the absence of CSR & SD Committee, CSR proposals were considered directly by the Board based on the recommendations of below Board level CSR Executive Committee.
108. From June 01, 2025 till January 31, 2026, the CSR & SD Committee comprised of Shri Madhu Sankunny Nair (DIN: 07376798), Chairman and Managing Director as Chairperson, Shri Jose V J (DIN: 08444440), Director
(Finance) and Dr. Seema Suri (DIN: 11117145), Non-official (Independent) Director as Members. Consequent to the retirement of Shri Madhu Sankunny Nair, Chairman and Managing Director (CMD), on superannuation from services of the Company on January 31, 2026, the CSR & SD Committee was reconstituted with effect from February 01, 2026 with Shri Jose V J (DIN: 08444440), Director (Finance) & CMD (Addl. Charge) as Chairperson, Dr. Harikrishnan S, (DIN: 10221559), Director (Operations), Shri Rajesh Gopalakrishnan (DIN: 09576336), Director (Technical) and Dr. Seema Suri (DIN: 11117145), Nonofficial (Independent) Director as Members. The composition of the CSR & SD Committee remained the same as on March 31, 2026.
109. The CSR & SD Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy can be accessed on the Companys website at the link https://cochinshipvard.in/ csr/aboutus#parentVerticalTab3 .
110. Cochin Shipyard started CSR activities in the year 201011 based on the guidelines issued by the Department of Public Enterprises (DPE) applicable to Government Companies. CSL has put in place an effective CSR Policy and implementation machinery. The CSR implementation machinery consists of a three-tier system; Tier I CSL Board, Tier II CSL Board Level CSR Committee consisting of four members of the Board and Tier III CSL CSR Executive Committee consisting of senior level executives across various departments of the Company.
111. During the year 2025-26, the Company couid engage in meaningful CSR initiatives that received appreciation both within Keraia and also nationally. The Company has spent RS.15.54 Crores against the target mandatory CSR spending of RS.13.89 Crores for the financial year 2025-26. Health & Nutrition and PM Internship Scheme have been adopted as common theme for undertaking CSR activities by CSL for the year 2025-26.
112. The Annual Report on CSR activities is placed at Annexure II .
Audit Committee
113. Consequent to the vacation of office of aii the Independent Directors with effect from November 22, 2024, upon completion of their tenure as prescribed by the Government of India and due to the non-appointment of sufficient number of Independent Directors by the Government of India, the Company couid not reconstitute the Audit Committee with effect from November 22, 2024.
114. Particulars regarding the Audit Committee are provided under the section Board Committees in the Report on Corporate Governance.
Corporate Governance
115. The Company is committed to maintaining the highest standards of corporate governance and has put in place an effective corporate governance system. The Company complies with the applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and also the Guideiines on Corporate Governance issued by the Department of Public Enterprises (DPE) except w.r.t the appointment of sufficient number of Independent Directors and related non-compliances including constitution of Audit Committee and Nomination and Remuneration Committee. The Company submits its progress reports on corporate governance within 15 days from the close of each quarter to the Administrative Ministry viz., Ministry of Ports, Shipping and Waterways as recommended by the DPE in this regard. The Report on Corporate Governance forms part of the Directors Report.
Management Discussion and Analysis
116. A separate section Management Discussion and Analysis Report has been included in the Annual Report and the same forms part of the Directors Report.
Internal Financial Controls
117. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year 2025-26, the Company engaged M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants for reviewing the adequacy of the internal financial controls and to ensure that proper and adequate systems are in place for compliance with the provisions of all applicable laws. During the financial year 2025-26, such controls were tested and no reportable material weakness was observed, with no major variation in the control environment during the year.
118. In order to provide for functional autonomy, the Company has a system wherein financial powers of the Board of Directors are delegated to the CMD. These powers are further sub-delegated to officers at various levels for smooth and efficient day to day functioning. An independent internal audit mechanism is in place for conducting extensive audit of various operational and financial matters. Compliance Audits are also being carried out by C&AG on a yearly basis.
119. The Board of Directors also looked into the internal control system, Company procedures and internal audit performance and reports. The Company has implemented an integrated ERP System (SAP) since July 2014 and upgraded the same to the latest version S/4HANA from April 2022, which is enabling better management control.
Statutory Auditors
120. M/s. Babu A Kallivayalil & Co. (Firm Registration No. 05374S), Chartered Accountants, Kochi were appointed as the Statutory Auditors of the Company by the Comptroller and Auditor General of India for the year 2025-26. The shareholders have delegated the power to fix the remuneration of Statutory Auditors to the Board and accordingly, the same has been fixed by the Board.
Auditors Report
121. M/s. Babu A Kallivayalil & Co., Statutory Auditors have submitted their report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, on May 15, 2026. The Report does not contain any qualification, reservation, adverse remark or disclaimer.
Comments of C&AG
122. The comments of the Comptroller and Auditor General
of India (C&AG) under Section 143(6)(b) of the Companies Act,
2013 forms part of the Annual Report.
Cost Auditors
123. The Company maintains cost records with respect to its shipbuilding activities as required under Section 148(1) of the Companies Act, 2013. The Board has appointed M/s. Rajendran Mani and Varier, Cost Accountants (Firm Registration No. 000006), Kochi, as the Cost Auditors for conducting the audit of cost records of the Company for the financial year 2025-26. The remuneration of Cost Auditor for the financial year 2025-26 was ratified by the shareholders at the 53 rd AGM held on September 29, 2025.
Secretarial Auditor
124. The Board has appointed M/s. SEP & Associates, Practicing Company Secretaries, Kochi, as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the financial year 2025-26 till the financial year 2029-30. The said appointment of M/s. SEP & Associates was approved by the shareholders at the 53 rd AGM held on September 29, 2025. The Secretarial Audit Report for the financial year ended March 31, 2026 is placed at Annexure III . The Secretarial Auditors in their Report observed the following:
(i) Composition of Board - Independent Directors
The Company did not have sufficient number of Independent Directors on its Board during the audit period, as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), Section 149 of the Companies Act, 2013 (the Act), and Clause 3.1 of the Corporate Governance Guidelines for Central Public Sector Enterprises (CG Guidelines for CPSEs). The Company only had one Independent Director on its Board during the audit period, who was appointed on May 21, 2025. Consequently, the Company was non-compliant with respect to the conduct of separate meeting of Independent Directors as mandated under Regulation 25(3)&(4) of the SEBI LODR Regulations and Schedule IV to the Act.
(ii) Woman Director/ Woman Independent Director
There was no Woman Independent Director on its Board from the start of the audit period up to May 20, 2025, as mandated under Regulation 17 of the SEBI LODR Regulations. Further, the Company was also
non-compliant with the requirement of appointing at least one Woman Director under Section 149 of the Act during the said period.
(iii) Audit Committee
The Company did not have a duly constituted Audit Committee during the audit period, as required under Regulation 18 of the SEBI LODR Regulations, Section 177 of the Act, and Clause 4.1 of the CG Guidelines for CPSEs. Consequently, the Company was also noncompliant with respect to the conduct and frequency of Audit Committee meetings as mandated under Regulation 18(2) of the SEBI LODR Regulations and Clause 4.4 of the CG Guidelines for CPSEs.
(iv) Nomination and Remuneration Committee
The Company did not have a duly constituted Nomination and Remuneration Committee during the audit period, as required under Regulation 19 of the SEBI LODR Regulations, Section 178 of the Act, and Clause 5.1 of the CG Guidelines for CPSEs. Consequently, the Company was also non-compliant with respect to the conduct and frequency of Nomination and Remuneration Committee meetings as mandated under Regulation 19(3A) of the SEBI LODR Regulations.
(v) Stakeholders Relationship Committee
The Company did not have a duly constituted Stakeholders Relationship Committee from the start of the audit period up to May 31, 2025, as required under Regulation 20 of the SEBI LODR Regulations and Section 178 of the Act.
(vi) Corporate Social Responsibility (CSR) Committee
The Company did not have a duly constituted Corporate Social Responsibility Committee from the start of the audit period up to May 31, 2025, as required under Section 135 of the Act.
(vii) Risk Management Committee
The Company did not have a duly constituted Risk Management Committee from the start of the audit period up to May 31, 2025, as required under Regulation 21 of the SEBI LODR Regulations.
(viii) Quorum for Board Meetings
The requirement of quorum of at least one Independent Director as mandated under Regulation 17 of SEBI LODR Regulations was not met in the Board Meeting of the Company held on May 15, 2025 as there were no Independent Directors on the Board of the Company.
125. The explanation of the Board to the observations in the Secretarial Audit report is given below:
CSL is a Central Public Sector Enterprise under the administrative control of the Ministry of Ports, Shipping and Waterways, Government of India. Accordingly, the appointment of Directors on the Board of CSL is done by the Government of India by following due procedure of selection. The Company has forwarded necessary requests to the Government of India for filling up the vacancies of Independent Directors including a woman director. Consequently, the Ministry of Ports, Shipping and Waterways, Government of India vide their Letter No. SY-11012/1/2016-CSL dated May 20, 2025, appointed Dr. Seema Suri as a Non-official (Independent) Director on the Board of CSL. Following her induction, the Company reconstituted the Stakeholders Relationship Committee, the Risk Management Committee and the CSR Committee on June 01, 2025. The appointment of the remaining five Independent Directors is awaited from the Government of India and constant efforts are being made to meet the compliance requirements. The Audit Committee and the Nomination and Remuneration Committee will be duly reconstituted in line with the SEBI LODR Regulations once sufficient number of Independent Directors are appointed by the Government of India.
Internal Auditor
126. The Board has appointed M/s. Elias George & Co., Chartered Accountants, Kochi, to conduct Internal Audit for the financial year 2025-26.
Annual Return
127. The annual return of the Company as required under Section 92(3) of the Companies Act, 2013 is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/55 .
Investor Services
128. The shares of the Company are listed in BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). CSL has paid listing fees to BSE and NSE on time. MUFG Intime
India Private Limited (formerly Link Intime India Private Limited) are the Registrar and Transfer Agents in respect of these equity shares.
129. As on March 31, 2026, 8.72% Tax Free, Secured, Redeemable, Non-Convertible Bonds of only RS.23 Crores is outstanding for CSL, which will be matured in March 2029. The said bonds are fully dematerialised with both the depositories, NSDL and CDSL and are listed on Wholesale
Debt Market (WDM) segment of BSE. During the year India Ratings and Research (Ind-Ra) and Care Ratings reaffirmed its ratings of CSL instruments of IND AAA/ Stable and CARE AAA/ Stable respectively. CSL has paid the listing fees to BSE on time in respect of the bonds. MUFG Intime India Private Limited (formerly Link Intime India Private Limited) is the Registrar and Transfer Agents and SBICAP Trustee Company Limited is the Debenture Trustees in respect of the bonds.
Vigilance
130. The Vigilance Department of CSL integrates preventive, proactive and punitive measures to uphold organisational integrity. By conducting investigations, surveillance and detection initiatives, the department ensures transparency, equity and competitive efficiency in all affairs, including procurements. In strict adherence to the Central Vigilance Commission (CVC) guidelines, the department regularly engages with the management and heads of departments. It prioritises sensitisation programmes for officers and supervisors to foster a culture of vigilance.
131. Strengthening Vigilance Capabilities - Dr. C. Pandi Selva Durai, IOFS, serves as the full-time Chief Vigilance Officer, leading the Vigilance Department. The department also includes a Vigilance Officer (a DySP rank police officer from Kerala Police on deputation to CSL), two CSL officers and three supporting staff. The Chief Vigilance Officer also oversees the vigilance functions of CSLs wholly owned subsidiaries, Hooghly Cochin Shipyard Limited (Hooghly- CSL) and Udupi Cochin Shipyard Limited (Udupi-CSL).
132. Systemic Improvements and Inspections - The Vigilance Department conducted Chief Technical Examiner (CTE) type intensive examinations and recommended various systemic improvements based on the findings and observations. CTE type inspections were carried out on select major works and procurements from the Civil Department, the Infra Projects Department, the Ship Building and the Ship Repair divisions. During the financial year, the Department monitored various contracts and audit reports and conducted surprise/ periodic inspections across operational areas, suggesting corrective actions wherever necessary. All reports to the CVC, including quarterly progress reports and quarterly performance reports, were submitted on time.
133. Some of the key initiatives undertaken by the Department as part of strengthening vigilance measures in CSL include the introduction of an online suggestion box to enable employees to share constructive suggestions or report instances of misconduct, unethical practices or rule violations; the introduction of a new transaction code
to identify non-moving and siow-moving stock items for better inventory management and to prevent blockage; and the automated capture of Quarterly Progress Report (QPR) data to eliminate errors and delays associated with manual consolidation.
134. Vigilance Awareness Initiatives - As a prelude to Vigilance Awareness Week 2025, as per CVCs directions, a three- month campaign was organised from August 18, 2025 to November 17, 2025, focusing on various activities to enhance vigiiance awareness and sensitisation among officers and supervisors. As part of a special drive, scrap/ waste management has also been identified as a focus area. Several initiatives, including systemic improvements, were implemented, leading to a significant increase in scrap disposai. As a resuit, revenue from scrap disposal rose substantially in 2025-26. There has been a significant improvement in scrap management and yard housekeeping. The Vigilance Awareness Week was also observed in a befitting manner during October - November 2025 on the theme Vigilance: Our Shared Responsibility.
Right to Information Act
135. In order to promote transparency and accountability, CSL has implemented the provisions of the Right to Information (RTI) Act, 2005 in its true ietter and spirit and an appropriate mechanism has been set up in the Company with a dedicated centraiised RTI Ceii to provide information to the citizens under the provisions of this Act. Aii the RTI requests and the appeals received both online and offline during the year 2025-26 have been processed and information was provided in a time bound manner as stipulated in the Act.
136. There have been no instances of non-compiiance by the Company. No penalties or strictures were imposed on the Company by any statutory authority during the last three years with respect to RTI.
Vigil Mechanism
137. The Cochin Shipyard Vigii Mechanism and Whistle Blower Policy of CSL adopted by the Board of Directors at their 228 th Meeting held on December 14, 2016 was functioning as the Vigii Mechanism of CSL. Further, in line with the guidelines on Corporate Governance for Central Public Sector Enterprises issued by the Department of Public Enterprises, CSL had adopted Fraud Prevention and Detection Policy at the 214 th Board Meeting held on September 16, 2014. Since the larger objective of both policies was similar, CSL adopted a combined policy viz., Whistle Blower and Fraud Prevention Policy at the 252 nd
Board Meeting held on November 12, 2019, which is amended from time to time as necessary. The prevailing Whistle Blower and Fraud Prevention Policy of CSL is available in the website of the Company at https:// cochinshipyard.in/investor/investor tities/68 .
Details of frauds reported by Auditors under Section 143
138. Nii.
Particulars of loans, guarantees or investments
139. During the year under Report, the Company has not
(a) given any loan to any person or other body corporate;
(b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and
(c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, as prescribed under Section 186 of the Companies Act, 2013 except as stated beiow.
As part of the arrangement with Dredging Corporation of India Limited (DCIL) under the Shipbuiiding Contract for building the countrys largest dredger, the 12,000 Cu.M Trailer Suction Hopper Dredger (TSHD), the Company, in February 2026, subscribed to 11,148 Secured, Unrated, Unlisted, Redeemable, Non-Convertibie Debentures (NCDs) of DCIL at a face value of RS.1 Lakh each, aggregating to RS.111.48 Crores. The NCDs carry a coupon rate of 7.72% per annum and are redeemabie at par after 10 years, with an option for eariy redemption after 5 years. The proceeds from the said NCDs were utiiised by DCIL to meet its payment obiigations to CSL for the procurement of the said dredger. The NCDs, heid in demat form, are secured by a first pari passu charge on the said dredger, shared with Deutsche Bank AG. Cataiyst Trusteeship Limited acts as the Debenture Trustee.
Raising funds through Blue Bonds - Update
140. CSL had explored the possibility of raising funds by
way of issuance of US$ denominated non-convertibie senior unsecured fixed rate notes (Notes) for an aggregate amount up to US$ 50 miiiion, primariiy to finance Companys eiigibie sustainabie projects or other permissibie end uses in accordance with appiicabie iaw. However, in view of significant changes in economic conditions, which have made domestic borrowing more cost-effective, and a revision in the impiementation
approach of the Companys key sustainability projects, the proposal not pursued further.
Material changes and commitments
141. No material changes and commitments, affecting the financial position of the Company, have occurred between the end of the financial year of the Company and the date of this Report.
Details of change in nature of business
142. There has been no change in the nature of business of the Company during the year under report.
Deposits
143. Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.
Secretarial Standards
144. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Significant and Material orders
145. No significant and material orders were passed by the regulators or any courts or tribunals impacting the going concern status of the Company and affecting its operations.
Proceedings under Insolvency and Bankruptcy Code, 2016
146. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review.
Business Responsibility and Sustainability Report
147. The Securities and Exchange Board of India (SEBI) has mandated inclusion of Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report for top 1,000 listed entities based on market capitalisation. Further, for the top 500 listed entities, SEBI has also mandated assessment or assurance of the specified parameters as per the BRSR Core to be obtained from an independent expert. BRSR indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct and BRSR Core is a sub-set of the BRSR, consisting of a
set of Key Performance Indicators (KPIs)/ metrics under nine environment, social and governance attributes. Accordingly, the Company has provided BRSR in the prescribed format along with the Assurance Report on BRSR Core given by Sustainability Actions Private Limited, which forms part of the Annual Report and is also available on the Companys website at the link https:// cochinshipyard.in/investor/investor titles/53 . This would enable the Members to have an insight into environment, social and governance initiatives of the Company.
Other Statutory Disclosures
148. No disclosure or reporting is made with respect to the following items, as there were no transactions during FY 2025-26.
(i) There was no issue of equity shares with differential rights as to dividend, voting or otherwise;
(ii) There was no issue of equity shares (including sweat equity shares) to employees of the Company under Employees Stock Option Scheme;
(iii) The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;
(iv) There was no instance of one-time settlement with any Bank or Financial Institution;
(v) Directors of the Company have not received any remuneration or commission from any of its subsidiaries;
(vi) The Company has not failed to implement any corporate action; and
(vii) There was no revision of financial statements and/ or Directors Report of the Company under Section 131 of the Companies Act, 2013.
Acknowledgement
149. The Board of Directors places on record their deep appreciation for the unwavering support and guidance extended by the Honbie Union Minister for Ports, Shipping and Waterways and ail officials of the Ministry of Ports, Shipping and Waterways. The Board would also like to express its heartfelt gratitude for the co-operation and assistance received from various offices of the Government of India, Government of Keraia, Government of West Bengal, Government of Karnataka, Government of Maharashtra, Andaman and Nicobar Administration, various iocai bodies, the Comptroller and Auditor General of India, statutory auditors, secretarial auditors, cost auditors, internal auditors, BRSR Core assurance providers and the bankers.
150. Further, the Board extends sincere thanks to our valued shareholders, investors, customers, suppliers and subcontractors for their continued support. The Board also recognise and appreciate the dedication and commitment of aii employees of Cochin Shipyard Limited and its subsidiaries.
For and on behalf of the Board of Directors
| Kochi | Jose V J Director (Finance) & CMD (Addi. Charge) |
| May 15, 2026 | DIN: 08444440 |
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