Swan Defence and Heavy Industries Ltd Directors Report

To,

The Members,

Swan Defence and Heavy Industries Limited (formerly known as Reliance Naval and Engineering Limited)

1. The Board of Directors of the Company hereby present the 28th (Twenty Eighth) Directors? Report together with the Audited Financial Statements (Standalone & Consolidated) of the Company for the financial year ended March 31, 2025.

2. Financial Summary:

The financial performance of the Company, on standalone & consolidated basis, for the financial year ended March 31, 2025 is summarised below:

	Standalone	Consolidated
Particulars	For the year ended on 31.3.2025	For the year ended on 31.3.2024	For the year ended on 31.3.2025	For the year ended on 31.3.2024
Profit before interest & depreciation	(9745.31)	(2,650.51)	(9746.43)	(2,650.51)
Less: Interest	2,093.50	2,639.23	2,093.50	2,639.23
Depreciation	6,087.85	6,846.25	6,087.85	6,846.25
Exceptional Item	(222.64)	-	(222.64)	-
Profit before Tax	(18,149.30)	(12,135.99)	(18,150.42)	(12,135.99)
Less: Provision for Taxation	-	-	-	-
Net Profit for the year	(18,149.30)	(12,135.99)	(18,150.42)	(12,135.99)
Consolidated share in the profit/(loss) of associate	-	-	46.47	76.50
Net Profit for the year before	(18,149.30)	(12,135.99)	(18,103.95)	(12,059.49)
Comprehensive Income
Other Comprehensive Income for the year	-	-	-	-
Total Comprehensive Income for the year	-	-	-	-
Attributable to shareholders of the company	-	-	-	-
Non-Controlling Interest	-	-	-	-
Add: Amount of Profit & Loss Account brought forward	42,069.06	54.205.05	42,396.71	54.456.20
Opening balance of new subsidiaries	-	-	-	-
Opening Balance of Strike-o_ subsidiaries	-	-	-	-
Amount available for Appropriation Less:	23,919.76	42,069.06	24,292.76	42,396.71
Appropriations:
Transfer to General Reserve
Dividend on Equity shares paid*	-	-	-	-
Tax on dividend	-	-	-	-
Add: Other Comprehensive Income	-	-	-	-
Balance of Profit & Loss Account transferred to Balance Sheet	23,919.76	42,069.06	24,292.76	42,396.71

On standalone basis, revenue from operations for the financial year 2024-25 was 703.46 lakhs as compared to NIL lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was ( 9745.31 lakhs) as compared to ( 2,650.51 lakhs) in the previous year. Profit after Tax (PAT) for the year was ( 18,149.30 lakhs) as compared to ( 12,135.99 lakhs) in the previous year.

On consolidation basis, revenue from operations for the financial year 2024-25 was 703.46 lakhs as compared to NIL lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was ( 9746.43 lakhs) as compared to ( 2,650.51 lakhs) in the previous year. Profit after Tax for the year was ( 18,150.42 lakhs) as compared to ( 12,135.99 lakhs) in the previous year.

3. Business Outlook & The State of Companies Affairs:

The year under review marked a period of steady progress for Swan Defence and Heavy Industries Limited (SDHI), with significant developments in operationalizing and restoring one of India?s largest integrated shipbuilding and repair facilities. Despite global macroeconomic uncertainties, evolving trade dynamics, and supply chain challenges, the Indian maritime and shipbuilding sector continued to benefit from domestic demand, defence indigenisation efforts, and supportive policy measures.

The Government of India has announced several initiatives aimed at enhancing shipbuilding competitiveness, which, once implemented, are expected to support the sector?s growth. These include the proposed Shipbuilding Financial Assistance Policy (SBFAP) 2.0 that envisages 20 to 30 percent subsidy on eligible contracts, the proposed Shipbreaking Credit Note Scheme to incentivize eco-friendly ship recycling, the _ 25,000 crore Maritime Development Fund for port modernization, shipyard infrastructure and fleet expansion, and the Maritime India Vision (MIV) 2030 that outlines a roadmap for increasing capacity and improving ease of doing business. Additional measures, such as the planned promotion of shipbuilding clusters near key ports with plug-and-play facilities, tax incentives, and skill development hubs, are also expected to strengthen the operating environment. With its infrastructure, fabrication capacity, and location, SDHI is well-positioned to participate in these opportunities as they take shape.

During FY 2024–25, SDHI completed multiple refit projects for the Indian Coast Guard ahead of schedule, reflecting efficient execution. The Company also entered into agreements with domestic and international shipbuilding entities to broaden capabilities and market access. These steps are intended to enhance readiness for both defence and commercial shipbuilding programs, as well as ship repair operations. Looking ahead, SDHI will continue to focus on improving capacity utilization, operational efficiency, and compliance with environmental and safety standards. The Company?s priorities include process automation, workforce training, and cost optimization to maintain competitiveness. Through these efforts, SDHI aims to strengthen its role in India?s shipbuilding and repair industry while creating sustainable value for stakeholders.

1) REVIEW OF OPERATION

I. Revitalisation of India?s Largest Shipyard through NCLT Acquisition

Swan Defence and Heavy Industries Limited (SDHI) has achieved significant progress in reviving India?s largest integrated shipyard, formerly known as Reliance Naval and Engineering Limited.

The facility was acquired through a resolution plan approved by the National Company Law Tribunal (NCLT) and has since undergone a comprehensive transformation.

Through strategic capital deployment, infrastructure modernisation, and the induction of an experienced leadership team, SDHI has converted the shipyard into a fully operational and modern shipbuilding and repair complex that is aligned with the nation?s defence and maritime objectives.

II. Commencement of Operations and On-Time Execution for Indian Coast Guard

In the financial year under review, SDHI successfully resumed operations at the shipyard, marking a key milestone in its turnaround journey. Demonstrating operational readiness and execution capabilities, the Company completed three refit orders for the Indian Coast Guard ahead of schedule. This accomplishment underscores SDHI?s ability to deliver complex naval and commercial marine projects with precision, reliability, and strict adherence to timelines, which are critical factors in building long-term credibility within the shipbuilding sector.

III. Strategic Partnerships and Capability Expansion

SDHI has entered into strategic agreements with domestic and international shipbuilding and technology partners to expand its capabilities, enhance technology adoption, and access new markets. These collaborations are aimed at strengthening the Company?s position in both defence and commercial segments while enabling the adoption of advanced shipbuilding practices.

IV. Focus on Workforce Development and Process Optimisation

Recognising the need for highly skilled manpower in shipbuilding, SDHI has initiated targeted recruitment and training programs in specialised areas such as design engineering, modular construction, and automation. In parallel, the Company is implementing process improvements and digital tools to optimise workflows, reduce production cycles, and improve cost efficiency across operations.

V. Compliance and Safety Enhancements

The Company has implemented stringent safety protocols and environmental compliance measures in line with international standards, reinforcing its commitment to safe operations and sustainable shipbuilding practices.

4. Name Change of the Company:

The name of the Company has been changed from Reliance Naval and Engineering Limited to Swan Defence and Heavy Industries Limited with effect from January 02, 2025.

5. Scheme of Arrangement and Amalgamation:

The Board, at its meeting held on November 22, 2024, has considered and approved the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited ("the Transferor Company" or "TOPL") and Swan Defence and Heavy Industries Limited [Formerly known as Reliance Naval and Engineering Limited] ("the Transferee Company" or "SDHIL") and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and Section 52 and other applicable provisions of the Companies Act, 2013 and Rules & Regulations made thereunder ("The Act"), which inter alia, provides for the following:

1. Reduction and re-organisation of the capital of the Transferee Company.

2. Amalgamation of the Transferor Company with the Transferee Company and in consideration thereof, SDHIL will issue 1,325 (One Thousand Three Hundred and Twenty-Five) 8% Non-Convertible Redeemable Preference Shares having face value of 10/- (Rupees Ten) each credited as fully paid-up to be issued to the equity shareholders of TOPL for every 1000 (One Thousand) Equity Shares of 10/- (Rupee Ten) each fully paid-up, held by such shareholders in TOPL.

The Scheme is, inter alia, subject to the sanction of National Company Law Tribunal ("NCLT"), Ahmedabad Bench and receipt of necessary approvals from Stock Exchanges and Securities and Exchange Board of India, shareholders/creditors, as may be directed by the NCLT and such other regulatory/statutory authorities, as may be required and the company is in the process seeking the same.

As on date, approval from Stock Exchange is awaited after which the Scheme will be filed with NCLT.

6. Dividend & Reserves:

In view of losses and keeping in view the Company?s financial position, the Board of Directors of your company have not recommended Dividend for the year under review.

The company has not transferred any amount to the General Reserve during the year.

7. Subsidiaries, Joint Ventures or Associate Companies:

Following is the status of Subsidiary and Associate Companies:

Sr. No. Name of the Company	Nature of entity	Status	Accounting of investment
1 E Complex Private Limited	Wholly-owned Subsidiary	Under CIRP	Impaired in FY 2020-21
2 RMOL Engineering and Offshore Limited	Wholly-owned Subsidiary	Under Liquidation	Impaired in FY 2018-19 and written off in FY 2022-23
3 REDS Marine Services Limited	Wholly-owned Subsidiary	Under Liquidation	Impaired in FY 2018-19 and written off in FY 2022-23
4 Reliance Technologies and Systems Private Limited	Wholly-owned Subsidiary	Ongoing	Impaired in FY 2018-19
5 PDOC Pte. Limited	Subsidiary	Ongoing	Impaired in FY 2018-19
6 Conceptia Software Technologies Private Limited	Associate	Ongoing	Carried in the books

Due to the write-o_ and impairments of investments in subsidiary companies, the financial information of the subsidiaries has not been considered for the consolidation of the financial statements of the Company, except for one associate, i.e., Conceptia Software Technologies Private Limited.

8. SHARE CAPITAL:

During the year under review, there is no change in the authorized share capital of the company.

During the year under review, the Company has allotted 5,00,00,000 equity shares at face value of

10/- each to Hazel Infra Limited in terms of Approved Resolution Plan.

During the year, corporate action was executed in terms of approved resolution plan, vide which 73,75,91,263 old equity shares were extinguished and new 26,82,150 equity shares were issued in the ratio of 1:275. Accordingly, the total paid up Equity Share capital as on 31st March, 2025 is 52,68,21,500/-, divided into 5,26,82,150 equity shares of 10/- each fully paid up.

The above equity shares so allotted rank pari passu with the existing equity shares of the Company. Except as stated above, there was no other change in the share capital of the Company.

9. Statutory Disclosures:

1. Management Discussion and Analysis:

As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion and Analysis is annexed to this Report- Annexure A.

2. Corporate Governance:

As required under Regulation 34(3) read with Schedule V (C) of the SEBI (LODR) Regulations, 2015, a report on the ‘Corporate Governance?, together with a certificate of statutory auditors, confirming compliance of the conditions of the Corporate Governance, is annexed to this report – Annexure B. Further, in compliance of Regulation 17(5) of the SEBI(LODR) Regulations, 2015, your company has adopted a ‘Code of Conduct and Ethics?, for its Directors and Senior Executives.

3. Annual Return:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and can be accessed at the web-link: "https://www.sdhi.co.in./" under the tab "Investors -> Annual Return".

4. Familiarization programme for Independent Director:

The Directors of the Company are provided opportunities to familiarize themselves with the Company, its Management and its operations by way of presentations on various matters, including the company?s business and operations, industry and regulatory updates as part of familiarization programs.

The roles and responsibilities of the Independent Directors of the Company are informed to them at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Presentations are made to the Board, where Independent Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company.

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company has conducted various familiarization programs for Independent Directors including Presentations on Internal Control over Financial Reporting, Regulatory updates, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Meeting with Senior Executive(s) of your Company, etc.

The details of familiarization programs is available of the website of the Company i.e. www.sdhi.com.

5. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Information under Section 134(3) (m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure C.

6. Particulars of employees:

The statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as

Annexure D.

7. Number of Board & Committee Meetings:

During the year under review, the details of number of Board & Committee Meetings convened and held are given in the Corporate Governance Report forming part of this Report.

8. Statement on Declaration given by Independent Directors:

The independent directors have individually declared to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR), 2015 at the beginning of the year and there is no change in the circumstances as on the date of this Report which may affect their status as an independent director.

Your Board confirms that in their opinion the independent directors fulfil the conditions of the independence as prescribed under the Companies Act, 2013 and the SEBI (LODR), 2015 and they are independent of the management.

Further, in the opinion of the Board the independent directors, possess requisite skills, expertise, experience and integrity.

9. Disclosures regarding Company?s Policies under the Companies Act, 2013:

1. Remuneration and Nomination Policy

The Board has framed a Policy on directors? appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act for the directors, key Managerial Personnel and other employees of the Company. The Policy is available on the Company?s website at https://sdhi. co.in/Investor Relations/ Corporate Policies.

2. Whistle blower Policy / Vigil Mechanism

The Company has a Whistle blower Policy to deal with instances of fraud and mismanagement which is available on the Company?s website at https://sdhi.co.in/Investor Relations/Corporate Policies.

During the reporting period, no person has been denied access to the Chairman of the Audit Committee.

3. Related Party Transaction:

The Company has a well-defined process of identification of related parties and transactions there with, its approval and review. The disclosures of RPTs and Policy for the same is hosted on the Company?s website at https://sdhi.co.in/Investor Relations/Corporate Policies.

All the Related Party Transactions entered into during the financial year were on an arm?s length basis and were in the ordinary course of business. Related Party Transactions (RPTs) entered into by the company during the financial year, which attracted provisions of Section 188 of the Companies Act, 2013 and as defined under Regulation 23 of Listing Regulations, 2015, a detailed disclosure of these transactions with the related parties are provided in the Notes to the Financial Statements.

During the year 2024-25, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

Members are requested to refer note no. 33 forming part of the Annual Audited Financial Statements which set out related party disclosure.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company?s website at https://sdhi.co.in/ Investor Relations/Corporate Policies.

10. Particulars of Loans, Guarantees or Investments by Company:

Details of loans, guarantees or investments covered under the provisions of Section 186 of the Act are given in notes to the standalone financial statements forming part of the Annual Report.

The loan obtained from the parent Company, viz, Hazel Infra Limited, was effectively utilized as working capital to support the yard restoration and to meet repayment obligations to the financial creditor, in line with the deferred payment agreement.

The company did not provide any guarantees or make any investment during the year.

11. Auditors:

1. Statutory Audit:

At the 27th Annual General Meeting ("AGM") of the Company held on December 27, 2024, M/s. N.N. Jambusaria & Co., Chartered Accountants (Firm Registration Number 104030W) were appointed as the statutory auditors for a term of five consecutive years, until the conclusion of the 32nd AGM of the Company.

There is no qualification, reservation or adverse remark or disclaimer by the Auditors in their report. Hence Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

2. Cost Audit:

In accordance with applicable regulatory provisions, the requirement to appoint a cost auditor does not apply to the company.

3. Secretarial Audit: i- For the financial year 2024-25:

Pursuant to Section 204 of the Companies Act, 2013 and applicable Rules, the Company had appointed M/s. DM & Associates Company Secretaries LLP, Mumbai (Firm Registration No: L2017MH003500) (Peer Review Certificate: 6584/2025) to undertake the Secretarial Audit of the Company for the financial year 2024-2025.

Secretarial Audit Report of the company for the year ended 31st March, 2025 is annexed to this report as Annexure- E, which contains certain qualifications. In this regard, we have to state as under: a In view of the circumstances beyond control, the new management could not ensure compliance with Minimum Public Shareholding (MPS) norms within the prescribed timelines, due to which fines are being imposed by the Exchanges on the company. In order to evaluate the options for MPS compliances, the Board of Directors, at its meeting held on April 23, 2025, took cognizance of the non-compliance and constituted a committee to evaluate various viable options to restore compliance with MPS norms, subject to requisite approvals. b The delay in submission of quarterly results and related party disclosures was due to the pending approval of accounts for the financial years 2023 and 2024, which had been pending since 2023 prior to the new management which took over company?s affairs on January 4, 2024. After taking over management of affairs from the erstwhile Monitoring Committee, the new management regularised all pending non-compliances on November 11, 2024. ii- For the term of five years from financial year 2025-26 to 2029-30: In terms of Regulation 24A of the Listing Regulations, 2015, the Board of Directors have appointed M/s. DM & Associates Company Secretaries LLP, Mumbai (Firm Registration No: L2017MH003500) (Peer Review Certificate: 6584/2025) as the Secretarial Auditor of the Company for a first term of five consecutive years commencing from financial year 2025-2026 till the financial year 2029-2030, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

12. Compliance of Secretarial Standards of ICSI:

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

13. Internal Financial Controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company?s operation. The controls were tested during the year under Report and no reportable material weaknesses either in their design or operations were observed. In other observations, appropriate corrective actions were taken as advised by the Audit Committee and Internal Auditors.

The management of the Company is currently in the process of implementing effective internal control systems pertaining to financial reporting.

14. Directors and KMP:

Change in Directors and Key Managerial Personnel:

During the year, following changes have taken place in the Board of Directors and Key Managerial Personnel:

• Rear Admiral Vipin Kumar Saxena (retd) has been appointed as the Chief Executive Officer of the Company with effect from 10th October 2024.

• Mr. Rishi Chopra, ceased to be Chief Financial Officer of the Company with effect from 22nd November 2024.

• Mr. Rajesh Bhardwaj has been appointed as the Chief Financial Officer of the Company with effect from 22nd November 2024.

• Mr. Vishant Shetty ceased as the Company Secretary of the Company with effect from close of business hours on 22nd June 2025.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Paresh Vasantlal Merchant is retiring by rotation at the forthcoming Annual General Meeting and being eligible, he has been recommended for re-appointment by the Board.

Details about the directors being (re)-appointed are given in the Notice of the forthcoming Annual General Meeting which is being sent to the members along with the Annual Report.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Nikhil Merchant, Managing Director

• Mr. Vipin Saxena, Chief Executive Officer

• Mr. Rajesh Bhardwaj, Chief Financial Officer

15. GENERAL DISCLOSURES:

During the financial year under review:

1. Performance Evaluation:

The Board assessment is conducted through a structured questionnaire. All the Directors participated in the evaluation process. Further, a meeting of the Independent Directors was conducted to review the performance of the Board as a whole and that of Non-Independent Directors.

The evaluation results were discussed at the meeting of Board of Directors, Committees and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness.

2. Change in the nature of the business of the company:

There was no change in the nature of business of the Company during the year under review.

3. Deposits:

The Company has not accepted any deposit within the meaning of the Chapter V to the Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year.

4. Significant and material orders passed:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company?s operations in future.

5. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013:

During the year under review, no complaint pertaining to sexual harassment at workplace has been received by the Company. The following is the status of complaint received and resolved during the financial year: - Number of complaints received : Nil - Number of complaints disposed off : Nil - Number of complaints pending beyond 90 days : Nil

6. Disclosure under Maternity Benefit Act, 1961:

The company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with Maternity Benefits as prescribed under the Maternity Benefit Act.

7. Fraud Reporting:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

16. COMMITTEES OF THE BOARD:

There are various Board constituted Committees as stipulated under the Act and SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance there at of these Committees during the year has been enumerated in Corporate Governance Report.

17. DIRECTORS? RESPONSIBILITY STATEMENT:

As required under Section 134(c) and Section 134(5) of the Companies Act, 2013, the Directors? Responsibility Statement is given as under, that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; and e) the Directors, are in the process of reviewing existing internal financial controls and strengthening it wherever required taking into consideration future scale of operation of the Company. However, the Directors are of the opinion that existing internal financial controls are commensurate with its current level of commercial activity.

18. APPRECIATION:

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review and also wish to place on record its deep sense of appreciation for the committed services by the Company?s executives, staff and workers.