Swan Corp Ltd

1) Your directors are pleased to present the One Hundred and Seventeenth (117^th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March, 2025.

2) FINANCIAL SUMMARY:

( in lakhs)

*Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2024 and 2025 represents the dividend amount paid for the financial years 2023 and 2024 respectively.

On standalone basis, revenue from operations for the financial year 2024-25 was 13,546.33 lakhs as compared to 38,581.34 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was 2,317.25 lakhs as compared to 2,327.30 lakhs in the previous year. Profit after Tax (PAT) for the year was 905.49 lakhs as compared to 217.30 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2024-25 was 4,93,786.86 lakhs as compared to 5,01,714.60 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was 1,80,445.94 lakhs as compared to 95,059.79 lakhs in the previous year. Profit after Tax for the year was 87,440.51 lakhs as compared to 58,596.88 lakhs in the previous year.

3) BUSINESS OUTLOOK & THE STATE OF COMPANIES AFFAIRS.

The year gone by marked a period of transformation, consolidation, and forward momentum across our core businesses. Even amidst evolving global macroeconomic headwinds and supply chain recalibrations, India continued to demonstrate economic resilience, registering robust GDP growth. Against this backdrop, your Company strengthened its foundation and remained focused on unlocking long-term value across all verticals.

A major highlight this year is the successful Qualified Institutions Placement (QIP), through which your Company raised approximately 3,32,000 Lakhs. The proceeds have been prudently utilized for substantial debt reduction, significantly improving the Company's leverage profile and enhancing financial flexibility for future growth.

The Swan LNG Terminal at Jafrabad is now nearing operational readiness. With long-term regasification agreements in place for 4.5 MMTPA with key public sector undertakings, your Company is well-positioned to commission one of India's most strategically located LNG facilities, reinforcing our role in the country's clean energy transition.

In the Shipbuilding business, your Company has achieved a major milestone with the revival of India's largest private shipyard, now operating under Swan Defence and Heavy Industries Limited (SDHI). During the year, SDHI successfully executed three refit orders for the Indian Coast Guard ahead of schedule and has also forged strategic partnerships with domestic and global players through MoUs. These initiatives position us to participate actively in India's growing defence and maritime manufacturing space.

The Real Estate division delivered another year of progress, with our Bengaluru residential project receiving the Occupation Certificate (OC) and achieving over 90% sales. We continue to evaluate opportunities for monetizing our land bank in Mangalore and Bengaluru, aligned with market conditions and shareholder value creation.

In the Petroleum and Petroleum Products division, your Company recorded a significant increase in consolidated revenues. Our continued focus on operational excellence and market responsiveness has enabled us to capitalize on supply-side disruptions and maintain a competitive edge in a dynamic global energy environment.

Across all divisions, we continue to embrace sustainability, digital transformation, and robust corporate governance as core pillars of our growth strategy. Your Company remains dedicated to reducing its carbon footprint, enhancing operational efficiencies, and maintaining the highest standards of transparency and ethical business conduct.

As we move into FY 2025–26, your Company stands confident and well-positioned to drive its next phase of sustainable, diversified, and value-accretive growth—delivering on its vision of building businesses for a stronger, self-reliant India.

4) REVIEW OF OPERATIONS

As part of its strategic capital reallocation and risk mitigation initiative, Swan Energy Limited ("SEL"), through its wholly owned subsidiary Triumph O_shore Private Limited ("TOPL"), has completed the sale of its Floating Storage and Regasification Unit (FSRU), ‘Vasant-1', for a total consideration of approximately USD 399 million.

This divestment was driven by the ongoing volatility in global LNG markets, particularly following the Russia-Ukraine conflict, which led to an unprecedented surge in LNG prices. These market dynamics adversely impacted the operational viability of offshore regasification models. Recognizing the shifting landscape, the Company proactively exited the FSRU asset to redeploy capital more efficiently and align with long-term growth opportunities in the energy infrastructure segment.

Parallel to the divestment, SEL is progressing steadily towards the commissioning of its onshore LNG terminal at Jafrabad, Gujarat. This landmark infrastructure project will significantly enhance the country's LNG handling capacity and marks a pivotal development in SEL's energy portfolio.

The terminal is at an advanced stage of completion and is expected to be operational in the near future.

With global LNG prices expected to stabilize and India moving steadily towards a gas-based economy, Swan Energy is well-positioned to play a crucial role in the nation's clean energy transition. The onshore terminal will serve as a vital import gateway, reinforcing energy security and contributing to the country's climate and sustainability goals.

These developments reflect the Company's clear vision to emerge as a leading player in the New Energy space, supported by prudent capital allocation, infrastructure readiness, and long-term strategic partnerships.

Swan Energy Limited, through its wholly owned subsidiary Cardinal Energy and Infrastructure Pvt. Ltd. (CEIPL), has successfully completed its flagship residential project, Cardinal One, located in Yeshwanthpur, Bengaluru. The project received its Occupation Certificate (OC), marking a key operational milestone. With over 90% of the 120 premium 3 & 4 BHK apartments sold, the strong response underscores market confidence in the Company's execution and quality standards.

The Company continues to maintain a robust land bank across Southern India and is actively exploring monetization opportunities to unlock value. In line with this strategy, SEL successfully completed the sale of its Mangalore land parcel in the previous financial year. These actions reflect the Company's focus on capital optimization and long-term value creation within its real estate portfolio.

Swan Energy Limited, through its step-down subsidiary Swan Defence and Heavy Industries Limited (SDHI) [BSE: 533107 : NSE: SWANDEF], has made significant strides in reviving India's largest integrated shipyard, formerly known as Reliance Naval and Engineering Limited. Acquired through a resolution plan approved by the National Company Law Tribunal (NCLT), the shipyard has undergone a transformational revival.

Backed by strategic capital deployment, infrastructure modernization, and the induction of an experienced leadership team, the facility has been converted into a fully operational and modern shipbuilding complex, aligned with India's defence and maritime ambitions.

During the financial year, SDHI successfully recommenced operations at the shipyard, marking a key milestone in its turnaround journey. Demonstrating its operational readiness and project execution strength, the Company completed three refit orders for the Indian Coast Guard (ICG) all delivered ahead of schedule.

This achievement reinforces the shipyard's capabilities to execute complex naval and commercial marine projects with precision, reliability, and adherence to timelines critical factors in establishing long-term credibility in the shipbuilding sector.

5) QIP PROCEEDS:

Swan Energy Limited ("SEL"), in line with its long-term strategic vision, successfully completed a Qualified Institutions Placement (QIP), raising approximately 3,32,000 Lakhs at an issue price of 670 per equity share. The capital raised through this QIP has been prudently allocated towards significant debt reduction across the Group entities. This initiative has not only strengthened the consolidated financial position of the Company but has also enhanced its operational flexibility and capacity to undertake future growth opportunities.

The deleveraging achieved through this capital raise underscores the Company's commitment to maintaining a robust balance sheet, improving credit metrics, and delivering sustainable value to stakeholders.

6_ CHANGE OF NAME OF THE COMPANY:

The company has received new ‘Certificate of Incorporation pursuant to change of name' from the office of the Central Processing Centre, Ministry of Corporate Affairs, Manesar, certifying therein that the name of the Company has been changed from ‘SWAN ENERGY LIMITED' to ‘SWAN CORP LIMITED' with effect from 29^th July, 2025. The name change process at BSE, NSE is under progress.

7) DIVIDEND & RESERVES:

The Board of Directors ("Board") is pleased to recommend a dividend @ 0.10 per Equity share (10%) on 31,34,56,886 Equity Shares of 1 each for the year ended 31^st March, 2025, subject to the approval of the Shareholders at the ensuing 117^th AGM.

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

The Register of Members and Share Transfer Books of the Company will be closed from Tuesday, 23^rd September 2025 to Monday, 29^th September 2025 (both days inclusive) to determine the eligibility of shareholders to receive the dividend for the financial year ending on 31^st March, 2025.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f.

April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Company has fixed 22^nd September, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the Financial Year 2024-2025.

8) SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year, Swan Imagination Private Limited and Agneyastra Innovations Private Limited became subsidiary of Company with effect from 22^nd June 2024 and 28^th November 2024 respectively.

A statement in Form AOC – 1, pursuant to Section 129(3) of the Act, giving details of the subsidiary companies of the Company is attached to the Accounts. The financial statements and related documents of the Subsidiary companies shall be kept open for inspection at the registered office of the Company.

The company does not have any Joint Ventures or Associate companies.

9) SHARE CAPITAL:

During the year under review, there was no change in the authorised share capital of the Company. The paid-up Equity share capital as on 31^st March, 2025 was 3134.57 Lakhs.

During the year under review, there was no change in the paid up capital of the Company.

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.

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.

The Report on BRSR is annexed to this Report - Annexure – C and is available on website of the company. www.swan.co.in

In terms of Section 134 and 92 of the Companies Act, 2013 ("the Act"), an extract of the Annual Return is placed on the website of the Company www.swan.co.in

The familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarisation programme is available on the website of the Company at www.swan.co.in

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 D.

Pursuant to provisions of Section 136 (1) of the Act and as advised, 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 E.

During the year under review, 8 (Eight) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil the conditions specified under the Act, and the Listing Regulations.

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://swan.co.in/reports. ii. Corporate Social Responsibility (CSR) Policy:

The Report on CSR is annexed to this Report - Annexure - F. iii. 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://swan.co.in/reports.

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

The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making. The Policy is available on website of the company. www.swan.co.in v. Dividend Distribution Policy (DDP):

The Dividend Distribution Policy is available on the website on the company as under: https://swan.co.in/admin/investorpdf/Dividend%20Distribution%20Policy.pdf vi. Related Party Transactions (RPTs):

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://swan.co.in/reports.

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 transaction with the related parties are provided in the Notes to the Financial Statements.

There were no transaction requiring disclosure under section 134(3)(h) of the Act, hence the prescribed Form AOC-2 does not form a part of this report.

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. 40 (B) (i) 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://swan.co.in/ reports.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All the Related Party Transactions entered in the Ordinary Course of Business and at Arm's Length were reviewed and approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis.

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the Notes to the Financial Statements and forms a part of this Annual Report.

M/s N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Registration No. 104030W), were appointed as statutory auditors of the Company at the 114^th AGM held on 28^th September 2022 for the second term of five consecutive years, to hold office from the conclusion of 114^th AGM until conclusion of 119^th AGM.

As per the amended section 139 of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

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.

Your company is required to maintain cost records. Accordingly, pursuant to the recommendation of the Audit Committee, the Board has appointed M/s Nisha Patel & Associates, Cost Accountants (Firm Registration No. 102667) as the Cost Auditor for the financial year ending on 31^st March, 2026, at a remuneration of 75,000/- (Rupees Seventy-Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company.

The remuneration payable is required to be ratified at the ensuing 117^th AGM.

Pursuant to the recommendation of the Audit Committee, The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2025.

Secretarial Audit Report of the Company for the year ended 31^st March, 2025 is annexed to this Report as Annexure – G.

The Board of Directors have appointed M/s SKJP & Associates, [Peer review certificate no. 6740/2025] 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.

In terms of Section 118 (10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. These controls have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on a sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

15) DIRECTORS AND KMP: i) Mr. Shobhan Diwanji, Mr. Rajat kumar Das Gupta, Mr. Pitamber Teckchandani have retired as Independent Directors of the company with effect from 28^th September, 2024, on completion of Two terms of 5 years each.

Ms. Surekha Oak has tendered her resignation as an Independent Director of the company with effect from 11^th March, 2025.

The Board and the entire management team extends heartfelt gratitude for their invaluable contributions over the past decade. Their unwavering commitment, strategic insight, and principled leadership have played a pivotal role in shaping the direction and governance of the Company. Their tenure has been marked by integrity, foresight, and a deep sense of responsibility—qualities that have left a lasting imprint on the SWAN GROUP as a whole. As they retire from the Board, the Board acknowledges not only their professional excellence but also the wisdom and mentorship they have generously shared. ii. Mr. Jayaramakrishnan Kannan (DIN: 06551104) has been appointed as an Additional Independent Director of the Company with effect from 19^th December 2024 and Shareholders have approved the said appointment through Postal Ballot on 17^th March, 2025. iii. At the ensuing AGM, Mr. Paresh Merchant (DIN: 00660027), retires by rotation and being eligible, offers himself for re-appointment. iv. Mr. Arun Satyanarain Agarwal, Company Secretary and Compliance Officer who joined on 14^th January 2009, has tendered his resignation with effect from 30^th June, 2024.

Mr. Deepesh Kedia, appointed as Company Secretary and Compliance Officer, on July 01, 2024, has tendered his resignation with effect from 10^th March, 2025.

During the financial year under review: i. Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual evaluation of its own performance, all the committees and Individual Directors including chairman of the Board. ii. Change in the nature of the business:

There was no change in the nature of business of the Company; iii. Deposits:

The Company has not accepted any deposits from public; iv. 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; v. Prevention of Sexual Harassment of Women at Workplace:

The Company has constituted a committee in compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

During the year under review, no complaint pertaining to sexual harassment at work place 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 vi. Compliance With The 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. vii. Proceedings under Insolvency and Bankruptcy Code, 2016 ("IBC"):

There were no applications made or any proceedings pending under IBC by or against the Company; viii. Details of one-time settlement:

There were no instances of one time settlement with any Banks or Financial Institutions; ix. Giving of loan for purchase of shares:

The Company has neither made any provision of money nor provided any loan to the employees of the company for subscription to/purchase of shares of the Company, pursuant to section 67 of the Act and Rules made thereunder; x. Fraud Reporting:

The Statutory/Cost/Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act; xi. Material changes and commitments:

There were no significant material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

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, Corporate Social Responsibility (CSR) Committee and Risk Management 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.

Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed; (b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31^st March, 2025 and of the profit of the Company for that period; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Annual accounts have been prepared on a going concern basis; (e) internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively; (f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.