Cochin Shipyard Ltd

Dear Shareholders,

1. Your Directors have immense pleasure in presenting the 53rd Annual Report of your Company along with the audited financial statements for the year ended March 31, 2025.

Financial Performance

2. Diversified operational segments and product profile helped the Company to achieve a turnover of RS.4,527.84 Crores for the year as compared to RS.3,645.28 Crores in the year 2023-24. The profit before tax is RS.1,133.85 Crores for the year as against RS.1,093.62 Crores in the previous year. The net profit is RS.842.91 Crores as compared to RS.813.10 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

Particulars No.	2024-25	2023-24
(i) Gross Income	4,908.29	3,952.66
(ii) Profit before finance cost, depreciation, tax & exceptional items	1,253.94	1,182.10
(iii) Finance costs	36.45	31.55
(iv) Depreciation & write off	83.64	56.93
(v) Profit Before Tax	1,133.85	1,093.62
(vi) Tax Expense	290.94	280.52
(vii) Net profit	842.91	813.10

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 have 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.2.25 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 RS.7.50 per equity share had been paid to the shareholders during 2024-25. Thus, the

total dividend for the year 2024-25 is RS.9.75 per equity share (195%), amounting to RS.256.50 Crores. No unclaimed dividends (previous years') were due to be transferred to the Investor Education and Protection Fund (IEPF) during the reporting period.

Offer for Sale (OFS)

5. During October 2024, the Government of India had carried out Offer for Sale (OFS) of equity shares of the Company, divesting 4.95% of its stake, equivalent to 1,30,15,689 equity shares, through the stock exchange mechanism, in accordance with the applicable SEBI Regulations. Consequently, the shareholding of the Government of India in CSL came down to 67.91%.

Dividend Distribution Policy

6. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top 1000 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 .

Raising funds through Blue Bonds

7. To support the Company's commitment to a 100% green transition, CSL plans to raise funds through the issuance of blue bonds - a first-of-its-kind initiative by an Indian Public Sector Undertaking (PSU). The Board at its meeting held on November 07, 2024 approved the proposal for raising funds by way of issuance of US$ denominated non-convertible senior unsecured fixed rate notes ("Notes") for an aggregate amount up to US$ 50 million, primarily to finance Company's eligible sustainable projects or other permissible end uses in accordance with applicable law. CSL plans to list the same in any one or more exchanges overseas or in Gujarat International Finance Tec-City. The proposal is currently pending with the Administrative Ministry for approval.

Transfer to Reserves

8. The details of amount transferred to reserves is given at Note 22 of the Standalone Financial Statements of the Company for the year ended March 31, 2025 which forms part of the Annual Report. As on March 31, 2025, the Company has Reserves and Surplus amounting to RS.5,479.11 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, 2025, 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.

Shipbuilding

9. The Company achieved a total shipbuilding income of RS.2,663.27 Crores during 2024-25 as against RS.2,638.91

Crores in 2023-24. During the year CSL successfully delivered five nos. of Hybrid Electric Catamaran Hull vessels to Kochi Metro Rail Limited (KMRL). Shri Sarbananda Sonowal, Hon'ble Minister of Ports, Shipping and Waterways laid the keel (in virtual mode) for 12000 Cu.M capacity Tailing Suction Hopper Dredger being built for Dredging Corporation of India (DCI).

Ship Repair

10. During the year, the Company achieved a total ship repair income of RS.1,864.57 Crores, compared to RS.1,006.37 Crores in the previous year. Major Vessels repaired during the year in CSL Kochi yard include SRDD of Air Craft Carrier 'INS

Vikramaditya', 'INS Jyoti', 'INS Sujata', 'INS Sunayna', 'INS Sudarshini', 'INS Nireekshak', 'Vishva Uday', 'Sagar Yuvraj', 'Sagar Samraj', 'INS Beas' and 'INS Nashak'.

11. Major vessels repaired during the year in International Ship Repair Facility (ISRF) include Indian Navy vessel 'INS Sharda' and UTLA vessels like 'Cheriyapani', 'Valiyapani', 'M V Thinnakkara', 'HSC Black Marlin', 'HSC Blue Marlin', 'HSC Parali' and 'M V Lakshadweep Sea'. The revenue from ISRF for FY25 is RS.124.24 Crores.

12. CSL Mumbai Ship Repair Unit (CMSRU) has successfully undertaken repairs of around 126 vessels since operationalization. During the financial year 2024-25, CMSRU undertook the dry dock and afloat repairs of 22 ships, including normal refits, short refits for various government agencies and Indian Coast Guard, as well

as minor/ major repairs for various commercial clients totaling a revenue of RS.177.04 Crores.

13. Since commencing operations in October 2019 at Netaji Subhas Dock (NSD), Kolkata, CSL Kolkata Ship Repair Unit (CKSRU) has successfully completed 27 refit projects. During the financial year 2024-25, six refits have been undertaken, of which emergency repairs for'DCI Dredge XVI', refits of DSS Vessel 'MV Sentinel', Tug 'Zen Pride' and the NSD No. 1 Box Caisson from Syama Prasad Mookerjee Port, Kolkata have been successfully completed. Other major projects that continued post financial year 202425 include the dry dock repair of DSS Vessel 'MV Swaraj Dweep' and the short refit of the first Coast Guard vessel at CKSRU, 'ICGS Samudra Paheredar'. CKSRU earned a total revenue of RS.41.11 Crores for FY25. A comprehensive RS.50 Crores upgrade plan for the repair facility at NSD has been developed and implemented over a five-year duration since its commencement. Key infrastructure enhancements, including the installation of an intermediate dock gate, a tower crane and a ring main fire system, have already been completed during the financial year 2024-25.

14. During the financial year 2024-25, CANSRU completed dry dock repairs for 14 vessels and undertook 11 afloat repairs, in addition to numerous emergency minor repair activities. These efforts resulted in a remarkable turnover of RS.185.58 Crores.

15. To further enhance the ship repair facilities and strengthen the ship repair ecosystem, CANSRU, in collaboration with M/s. KITCO, prepared a Detailed Project Report (DPR) for the modernization of the Marine Dockyard, which has been submitted to the Andaman Administration for consideration.

Shipbuilding Order Book Position

16. During the year 2024-25, CSL secured a shipbuilding order for construction of 1 no. of Hybrid Service Operation Vessel (SOV) for a European client. Further, CSL also received an order for construction of 1 no. of RO-RO Vessel for Kochi Municipal Corporation. The order book position as on March 31, 2025 is as follows:

Vessel Type	Nos.
Post Commission works of Indigenous Aircraft Carrier - Phase III for Indian Navy	01
Anti-Submarine Warfare Shallow Water Craft for Indian Navy	08
Next Generation Missile Vessel for Indian Navy	06
HS Eco Freighter 7000 DWT Vessel for a European Client	08
Vessel Type	Nos.
Commissioning Service Operation Vessel for a European Client	02
Zero Emission Feeder Container Vessel for a European Client	02
Hybrid Service Operation Vessel for a European Client	02
Trailer Suction Hopper Dredger for Dredging Corporation of India Limited (DCI)	01
1200 Passenger cum 1000 MT Cargo Vessel for A & N Administration	02
Hybrid Electric Catamaran Passenger Vessel for Inland Waterways Authority of India (IWAI)	06
Hybrid Electric Catamaran Hull Vessel for KMRL	05
RO-RO Vessel for Kochi Municipal Corporation	01

CSL Strategic & Advanced Solutions (C-SAS)

17. 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 2024-25 are more specifically covered in the Management Discussion and Analysis Report.

'SANKALP' - Design Conclave

18. CSL organised a one-day Design Conclave 'SANKALP' in October 2024 under the theme 'Design in India, Design for the World', aimed at fostering a robust ship design ecosystem in India. Shri T K Ramachandran IAS, Secretary, Ministry of Ports, Shipping and Waterways (MoPSW), Government of India, virtually inaugurated the event.

19. The Conclave served as a vital platform for bringing together key stakeholders from across the ship design ecosystem, including major shipyards, ship design houses, classification societies, the Indian Navy, statutory authorities, and esteemed academic and research institutions such as CEMS, IITs, and IMU. Through focused sessions and collaborative discussions, the Conclave explored various key initiatives to drive innovation, strengthen indigenous capabilities, and shape the future of ship design in India. The valuable insights and actionable recommendations that emerged from the Conclave have been compiled and submitted to the Ministry for further consideration and action.

Expansion Projects

20. The status of major projects and initiatives are as follows:

(i) International Ship Repair Facility (ISRF) at Cochin Port Premises

Hon'ble Prime Minister, Shri Narendra Modi inaugurated the ISRF project on January 17, 2024. 6000 T lifting capacity shiplifit system supplied by Syncrolift AS, Norway was commissioned and the first vessel docking on the shiplift platform was carried out. The ISRF is equipped with 6000 T shiplift, six workstations and approximately 1400 metre of berths; suitable for handling vessels of maximum 130 metre length. The Facility can repair six such vessel at the dry-workstations simultaneously. As on March 31, 2025, 10 ships were taken at ISRF for repair works.

Further, ten globally renowned firms in the maritime industry have already partnered with CSL for setting up their units in the Maritime Park in first phase, and five firms started their operations. CSL expects to position Kochi as a major ship repair hub with the commissioning of the ISRF.

(ii) New Dry Dock

Hon'ble Prime Minister Shri Narendra Modi inaugurated the New Dry Dock on January 17, 2024. This state-of-the-art facility, measuring 310 x 75/60 x 13 meters and equipped with a 600-Ton gantry crane, is situated at the northern end of the existing premises of the Company at Kochi. The New Dry Dock will augment the Company's shipbuilding and ship repair capacity essentially required to tap the market potential of building specialized and technologically advanced vessels such as LNG carriers, aircraft carriers of higher capacity, jack up rigs, drill ships, large dredgers and repairing of offshore platforms and larger vessels. The testing and commissioning of the 600-Ton gantry crane were successfully completed on February 11, 2025. The Company carries out the shipbuilding activities simultaneously in grand assembly area and dock floor of the New Dry Dock.

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 Hon'ble 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.

Hooghly-CSL entered the Electric Hybrid Catamaran segment by signing an agreement with CSL on March 23, 2024 for construction of 6 nos. of Electric Hybrid Catamaran Vessels for Inland Waterways Authority of India (IWAI). Hooghly-CSL also had the privilege to sign contract for 4 nos. of 40T ASD Bollard Pull Tugs with Industrial Handling Private Limited. Further, the Company is building 1 MPV (2200T) for JAK Maritime & Logistics India Private Limited and is also serving as consultants with IWAI for setting up a new ship repair facility at Pandu, Assam. The Yard is also working towards the completion of the order for design, construction, installation and commissioning of Box Caisson Gate from CSL to be positioned and commissioned at Netaji Subash Dock at Syama Prasad Mookerjee Port, Kolkata.

Hooghly-CSL has reported a total income of RS.6,239.63 Lakhs for FY25 as against RS.2,404.47 Lakhs for the previous year. The Company has reported a loss of RS.1,737.67 Lakhs for FY25 as against a loss of RS.3,005.81 Lakhs for the previous year.

(ii) Udupi Cochin Shipyard Limited (Udupi-CSL) [Formerly known as Tebma Shipyards Limited]

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 2024-25, Udupi-CSL

demonstrated strong performance, both in terms of project execution and securing orders. Udupi-CSL's robust execution capabilities lead to follow up orders from satisfied clients, which included eleven 70T Bollard Pull Tugs from Ocean Sparkle Limited and eight 6300 TDW Dry Cargo Vessels from Wilson ASA, Norway. Supported by its consistent performance and customer confidence, Udupi-CSL has built a healthy order book of approximately RS.2,200 crore.

Coming to the financials, Udupi-CSL reported a total income of RS.27,862.12 Lakhs for the year ended March 31, 2025, compared to RS.18,646.58 Lakhs in the previous year. The revenue from operations increased to RS.26,563.60 Lakhs in FY 2024-25, up from RS.17,971.62 Lakhs in FY 2023-24. The company reported a profit of RS.262.78 Lakhs in FY 2024-25, compared to a profit of RS.111.38 Lakhs in FY 2023-24.

Manpower Status

21. The manpower strength of the Company as on March 31, 2025 was 3,542 consisting of 515 executives, 180 supervisors, 1,445 workmen and 1,402 on contract employees (199 officers and 1203 workmen). Further, as on March 31, 2025, the Company also had 1,083 trainees including 467 under the Apprentices Act, 1961, 5 from the Centre of Excellence in Maritime and Shipbuilding (CEMS), a high-end skill development centre set up by the Ministry of Ports, Shipping and Waterways, Government of India and 8 under the Prime Minister's Internship Scheme (PMIS).

22. During the year 2024-25, CSL recruited a total of 1,310 personnel comprising of 36 executives, 2 supervisors, 14 workmen, 693 on contract employees (98 officers and 595 workmen), 565 trainees including 431 trainees under the Apprentices Act, 1961, 6 trainees from CEMS and 10 under PMIS.

Industrial Relations

23. 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.

24. The executives and non-unionised supervisors also

continued to contribute their best to the Company during the year.

25. 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.

26. 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

27. 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.

28. In line with the above, several learning and development activities were carried out during the year 2024-25 spanning across sectors covering technical as well as non-technical

workforce. The Company has promulgated a training scheme 'Igniting Minds' wherein the senior executives of the Company were nominated for various programmes on divergent topics like, Strategic Analysis for Competitive Advantage, Project, Program & Portfolio Management, Finance Master Class for Business Leadership, Mindfulness for effective leadership by IIM Bangalore, Transformational Leadership, Project Management, Strategies for Winning in International Markets, The Winning Edge: Communication Strategies for Leaders by IIM Ahmedabad, MDP on Strategic Leadership, MDP on Finance for Non-Finance Executives by MDI Gurgaon, Leadership Development, Analytics for Managers: Data Driven Decision Making by IIM Lucknow etc.

AOTS (Association for Overseas Technical Cooperation and

Sustainable Partnerships) Training in Japan

29. A total of 40 employees attended a customized training program in Japan, conducted in two batches of 20 participants each in April 2024 and February 2025. Each batch comprised one Executive, two Supervisors, and 17 Workmen. To encourage greater gender representation in skill development initiatives, 50% of the participants in the second batch held in February 2025, were women employees. The training programme was a combination of class room coaching and factory visits including Shipyards in Japan. The training programme covered areas such as Japanese work culture, workplace management, social behavior, 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, productivity improvement practices through 5S and Kaizen.

30. One senior executive attended two weeks AOTS training titled as Program on Information and Communication Technology Utilization to Overcome DX-related Strategic Management Challenges during September 2024 in Japan.

Other Foreign Training

31. Three senior executives attended two weeks Advanced Management Programme (AMP) - 2024 focusing on themes Leadership, Change Management and Innovation. The programme had Indian and European Components. The Indian component was delivered by faculty of ASCI, Hyderabad from August 05 to 16, 2024 and the European component of the programme was delivered through a synergetic collaboration of ASCI with SDA Bocconi, a leading business school in Milan from September 07 to 21, 2024.

Customized Internal Trainings

32. In the financial year 2024-25, CSL organized various customized in-house training programs to enhance

the competencies of its executives, supervisors, and employees. These programs were designed to cater to the specific needs and requirements of the organization and the major programs include the following:

?€? An in-house training on Advanced Business

Application Programming (ABAP) was conducted for ISD personnel.

?€? Customized three-day MDP on General Management by the Indian Institute of Management, Kozhikode for two batches comprising Managers and Senior Managers.

?€? Orientation sessions for retiring employees covering financial planning and health.

?€? Programs on Effective Communication Skills, Problem Solving & Decision-Making Skills, Cross Functional Teaming and Liaisoning skills.

?€? Training session on First aid, POSH Act (Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013).

?€? Safety related trainings like HSE Refresher training, HSE Leadership & Cultural Interventions and importance of Safety leadership.

?€? Sessions on Model CDA Rules, Procurement from

Vigilance angle, Vigilance Administration, Preventive Vigilance, Cyber Hygiene & Security, CSL Internal Audit Compliance Requirements, and Service Conditions were conducted in connection with Vigilance Awareness Week 2024.

?€? A specialized six days Marine HVAC training workshop conducted by Indian Society of Heating, Refrigerating and Air Conditioning Engineers (ISHRAE), New Delhi.

?€? In-house training on Hazardous area installations onboard vessels conducted by M/s. DNV.

?€? Certification course on Competence development and assessment program on Project Management (IPMA Level D Certification).

?€? Young Officers Competency Development Program (YOCDP) for junior-level executives and Supervisors Competency Development Program (SCDP) for supervisors.

?€? In-house sessions on Mentoring Scheme for mentors and mentees.

33. During the financial year 2024-25, CSL conducted over 200 training programs totaling around 4,650 mandays both

inhouse and at premier institutions, benefiting more than 3,350 participants. Emphasizing the need for continuous [earning 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 reputed personalities from various fields. As part of this initiative, four sessions of Prajyoti and three sessions of Prajnan were conducted during the financial year 2024-25.

Educational Scholarships to Wards of Employees

34. "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 5 years shall be bestowed in the order of highest marks scored by the wards in class XII final examination. During the year 2024-25, sixteen eligible students have been granted scholarship under the said scheme.

Recognising Excellence

35. CSL has introduced the Employee Excellence Awards Scheme envisaging reward and recognition for innovative ideas and practices among the employees below the level of AGMs. The highest award under the scheme is Chairman's award with a citation and cash price of RS.15,000. During the Independence Day celebrations in 2024-25, 31 employees (Executives - 5, Supervisors - 4, Workmen - 16, On-contract personnel - 6) were honored with Chairman's Commendation, which carries RS.2,000 cash prize.

36. During the Republic Day celebrations in 2025, a total of 36 employees (Executives - 8, Supervisors - 1, Workmen - 19, On-contract personnel - 8) were bestowed with Chairman's Commendation and cash prize of RS.2,000.

International Yoga Day

37. 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, 2024, 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.

Constitution Day

38. Constitution day was celebrated in CSL with reading of Preamble to the Indian Constitution. Honourable Justice N Nagaresh, High Court of Kerala was the Chief Guest of the function who readout the preamble to the Constitution of India and addressed the gathering.

Marine Engineering Training Institute (METI)

39. METI successfully trained a total of 102 Graduate Marine Engineering (GME) cadets, who completed the one-year course as per the guidelines of the Directorate General of Shipping, Government of India. Additionally, 140 GMEs are

currently pursuing the course. DG Shipping has approved METI for increasing the intake capacity to 160 GMEs from existing 140 GMEs.

40. METI also facilitated the 6-month afloat training for 16 students of the 4-year Marine Engineering program from Sree Venketeswara College of Engineering (SVCE), Chennai. A total of 18 SVCE students are currently pursuing the course.

41. During the year 2024-25, METI conducted 23 batches (395 students) of the 1-day/ 3-day Basic Fire Fighting Practical Training Program for outside candidates. METI actively participated in the National Maritime Day Celebrations 2024 organized by Mercantile Marine Department (MMD), Kochi, for which it received appreciation awards from the MMD, Kochi, on April 05, 2025. METI also observed World Blood Donors Day and conducted in-house seminars for the 49th and 50th batches of GMEs. Additionally, the students participated in Shramadhan for Swachata in October 2024.

42. METI conducted 4 batches of the Oil and Chemical Tanker Familiarization course for 61 students and 2 batches of Gas Tanker course for 27 students from September 2024 to January 2025. On March 03, 2025, METI organized a "Meet and Greet the Candidates 2.0" program, which was attended by 100 students from various engineering colleges, aspiring for GME-sponsored seats from reputed shipping companies. Several shipping company officials including IMEC, UK also visited METI and interacted with students.

43. 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 54 seafarers across 4 batches under this program.

44. 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 India's Maritime India Vision (MIV) 2030 and Maritime Amrit Kaal Vision (MAKV) 2047, which together envision India as a premier global maritime hub.

45. CSL METI has developed skill-enhancement programs viz., "5 days Fitter Enhancement Training Programme" and "5 days Welder's Bridging Training Programme" for the seafarers of Maersk. So far CSL has completed the above up-skilling training programme for 4 batches of 40 seafarers of Maersk. CSL has also scheduled the next batch of training, with at least one training program per month from April 2025 to September 2025.

46. The Training Institute provided various training programs on Employability, Communication Skills, Soft Skill for Hard Situations and Anti-Drug Abuse and Cyber Security for Act apprentices and trainees completing their apprenticeship programs. Moreover, CSL Training Institute provided internships for a total of 1,104 Degree and Management students from various colleges across the country.

During the year 2024-25, the Training Institute imparted apprentice training for a total of 271 ITI trainees, 94 Diploma trainees and 79 Degree trainees. Moreover, CSL Training Institute has started 2 batches of 2 years Rigger Training course under Skill Development Program.

47. ASAP Kerala Collaboration - As per Government of India's 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 2 months of theory training. CSL offers 3 months of practical training and 9 months of on-the-job training. CSL provides one-year contract employment post-training. A Joint certification is awarded by CSL and ASAP.

48. CSL developed the "Marine Structural Fitter Training Programme", a multi-skilling initiative that began in February 2022. To date, five batches of about 190 candidates have completed the program, with 63 candidates currently undergoing training.

49. During the financial year 2024-25, METI received the following awards and recognitions:

(i) Best Participant Award and Overall Champion's Rolling Trophy for Sports and Best Paper Award (Students sessions) in seminar for METI on National

Maritime Day Celebrations (NMDC) by MMD, Kochi.

(ii) 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 55. Outstanding Grade for three consecutive years.

Prime Minister's Internship Scheme (PMIS)

50. CSL remains committed to nurturing future professionals by supporting national initiatives aimed at building a skilled and competent workforce. As part of the pilot phase of the Prime Minister's Internship Scheme (PMIS), CSL has provided hands-on experience to 8 interns. CSL expects to expand the number of internships under the PMIS, with the objective of bridging the gap between academic learning and professional work and thereby promoting skill development and employability among youth.

Employee Welfare Measures

51. Child Care Leave - From the calendar year 2025, those employees (Executives, Supervisors or Workmen) with two (2) years of regular service in CSL shall be eligible for Child Care Leave (CCL) up to two (2) 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.

52. 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 at 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.15,00,000 in the event of each natural death case. The maximum benefit provided to the dependents through the scheme shall be RS.25,00,000.

53. Enhancement of relief under Cochin Shipyard Employees Mutual and Public Welfare Trust (CSEMPWT) - CSL enhanced the financial death relief to RS.8,00,000 and funeral expenses to RS.25,000 to the dependents of the members of the trust at the event of death of an employee.

54. Welfare assistance & 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.

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.

56. CSL Rudder Actionable Insights, Informed Decisions - As a part of the new digital transformation initiatives, a new mobile application had been developed and launched. The application is offering 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.

57. 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.1,00,000 per cycle or the actual cost whichever is lower is permitted for reimbursement and the same will be allowed up to maximum of three fresh cycles with prior approval. Special Leave for maximum 10 days in a year and maximum of 20 days are being granted during the service of an employee who undergo procedures as part of infertility treatment. A total of 27 employees were granted permission to avail the benefits under this scheme as on March 2025.

58. 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.

59. 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.

60. 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, organ transplantation of their dependents.

61. 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.

Encouraging Thought Provoking Ideas

62. '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 andjoin for duty. A maximum of three applicants are considered on a yearly basis under LEAP scheme.

63. Mentor-Mentee scheme was launched in the year 2016 for ensuring personalized 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

64. 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

65. 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)/ Economically Weaker Sections (EWS) and Persons with Benchmark Disabilities (PwBD) issued by the Government of India from time to time. The Company has appointed separate liaison officers for SC/ ST/ OBC/ EWS/ and Ex-Servicemen/ PwBD 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

66. The representation of SC, ST, OBC, EWS, Persons with Benchmark Disabilities (PwBD) and Minority employees in various groups

of posts as on March 31, 2025 is given below:

Category	Total Strength	SC	ST	OBC	EWS	PwBD	Minority
Group A	388	51	21	111	0	9	107
Group B	186	20	9	85	3	1	46
Group C	1,171	155	15	613	1	29	282
Group D	395	49	5	273	1	11	100
Total	2,140	275	50	1,082	5	50	535

Provision for Safeguard of Women

67. 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 sensitization programs across the organisation. The Committee has received three complaints during the financial year 2024-25, of which two has been disposed-off and one is pending as on March 31, 2025.

68. 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 Women's Day in March 2025 with inclusive events that encouraged active participation.

Integrated Management System (IMS)

69. Cochin Shipyard maintained 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. It is proposed to implement quality management systems in all the ancillary units of CSL in the forthcoming years.

Information Security Management Systems (ISMS)

70. 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 CSL's 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.

Facility Upgrade and Capital Expenditure

71. The total capital expenditure incurred in 2024-25 amounted to RS.461.44 Crores. This related to modernisation and expansion, renewals and replacements, new dry dock, ISRF, CMSRU, CKSRU, CANSRU, subsidiaries etc.

Implementation of Official Language Policy

72. 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.

73. Cochin Shipyard Limited has been awarded the highest Rajbhasha Kirti Award from Ministry of Home Affairs, Government of India for outstanding implementation of Official Language Hindi in 'C' Sector for the year 2023

24. Cochin Shipyard has been ranked third among the Public Sector Undertakings in C-Sector across India, and this is the fourth time Cochin Shipyard has received this prestigious award.

74. The Hindi Fortnight celebrations were held with great enthusiasm and pomp in CSL from September 14 to 28, 2024. Various competitions such as Hindi calligraphy, Hindi typing, word puzzle, poem recitation, poem writing, news reading, administrative terminology, quiz, memory test, film songs, essay writing, noting and drafting, and translation etc. were organized for the employees of CSL. As a special program in connection with the Hindi Fortnight celebrations, dictation, poem recitation, calligraphy, Hindi film songs, speech and quiz competitions were organized for the children of the employees. More than 60 employees/ children participated enthusiastically in each competition. The Ship Repair Department won the Overall Championship Rolling Trophy by securing the highest marks in the competitions held as part of the Hindi Fortnight celebrations.

75. In connection with Hindi Fortnight celebrations, a short film competition in Hindi was organized for all the colleges of Ernakulam district. The short films were primarily based on themes such as 'The effect of social media on relationships', 'Commitment to nature and environment as a human being', 'Quitting bad habits: A story of positive lifestyle changes to overcome bad habits and avoid drug abuse', and 'Promoting cleanliness and hygiene under Swachh Bharat Abhiyan' etc. A total of 15 colleges actively participated in the competition.

76. To commemorate the completion of 75 years of declaring Hindi as the official language, the Company organized an Official Language Seminar on November 22, 2024, at CSL, Kochi, involving non-Hindi employees of all the three (Banks, Central Government, Public Sector Undertakings) Town Official Language Implementation Committees of Kochi. The objective of this seminar was to create awareness about the Hindi language among non-Hindispeaking personnel and to promote its maximum use in the workplace. More than 100 participants actively engaged in the seminar.

77. Cochin Shipyard Limited celebrated World Hindi Day on January 10, 2025 with great enthusiasm in two schools (Chottanikara VHSS and Sacred Heart U.P. School, Karttedam) located in Ernakulam district. On this occasion, various programmes were organized to promote the Hindi language and raise awareness of its importance among students. To cultivate interest in Hindi literature and enhance understanding, Hindi books were distributed among the students. In the poem recitation competition, students delivered Hindi poems expressively and with heartfelt manner. In the speech competition, they shared their thoughts on the significance of the Hindi language, its cultural heritage and its role in daily life. A total of 26 students actively participated in these competitions, showcasing their enthusiasm and talent.

78. The fifth batch of spoken Hindi training was conducted for CSL employees. The classes were held for one hour twice a week. The session concluded successfully in May 2024. A total of 23 employees actively participated in the training session.

79. The 16th issue of the Hindi house magazine 'Sagar Ratna' was released during the Independence Day celebrations on August 15, 2024, at CSL, Kochi. The 17th issue of Hindi house magazine 'Sagar Ratna' was released by Shri Madhu Sankunny Nair, Chairman and Managing Director, by handing over a copy to Shri Sreejith K Narayanan, Director (Operations) on March 04, 2025.

80. Five students from Maharajas College, Ernakulam and five students from Dakshina Bharat Hindi Prachar Sabha, Ernakulam successfully completed internship work in Hindi during April - May 2024. Additionally, two students of MA Hindi and Translation Diploma from Dakshina Bharat Hindi Prachar Sabha, Ernakulam and two students from CUSAT have successfully completed the internship training.

81. Four Hindi Workshops and four Official Language Implementation Committee meetings (OLIC) were conducted during the year. Further, In-service training in Hindi Parangath Course (July-November 2024)

commenced in the month of July 2024 under the Hindi Teaching Scheme. The course was conducted over 5 months. A total of 22 employees from the office appeared in the examination held on November 10, 2024 after successfully completing the course. All the employees passed the examination and became eligible for a cash prize of RS.10,000 each.

82. To create an understanding of Official Language among the senior officers, an Official Language Management Programme was organized for officers up to the level of Assistant General Manager on May 30, 2024. The programme was conducted by Dr. Madhusheel Ayillath, Senior Manager (Official Language), Reserve Bank of India, Kochi. He provided an in-depth explanation of the Official Language Policy, Annual Programme, Reports related to the Parliamentary Official Language Committee, Unicode and more. The main aspects related to the role, responsibilities and other related topics for senior officers in the field of Official Language implementation were also discussed.

Particulars of Employees and Related Disclosures

83. 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

84. Details are placed at Annexure I .

Risk Management

85. CSL has put in place a comprehensive Risk Management Policy, approved by the Board of Directors at their 214th meeting held on September 16, 2014 and later amended at the 259th Board Meeting held on February 12, 2021. The Company's risk management policy aims to establish a structured and defined process for the identification, assessment, response, monitoring and reporting of risks.

86. 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 organization. These committees regularly review the risk management process and the Policy to ensure their continued effectiveness. In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, CSL had a Board- level Risk Management Committee (RMC) to oversee the Company's overall corporate risk management till November 21, 2024. However, the Committee could not be reconstituted thereafter due to the absence of Independent Directors on the Board. The Committee will be reconstituted once sufficient number of Independent Directors are appointed by the Government of India.

87. 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 Company's exposure to fluctuations in any particular market segment, thereby enhancing the overall resilience of the business.

Health, Safety & Environment (HSE)

88. At CSL, our dedication to exemplary Health, Safety and Environment (HSE) standards remains paramount, ensuring the safety and well-being of our employees, customers and stakeholders. We cultivate a proactive HSE culture, underpinned by a meticulously designed management system focused on identifying and mitigating potential hazards. We recognize that a secure and healthy work environment is integral to the overall welfare and success of all our stakeholders.

89. We are delighted to announce a significant increase of 8.9% in our Organizational HSE Index percentage compared to the preceding year of 2023. Efforts towards Health, Safety and Environment (HSE) continued to yield significant positive outcomes, demonstrating the effectiveness of our robust HSE governance system in proactively mitigating incidents and accidents. This dedication to proactive measures, rather than reactive responses, is clearly reflected in our overall and departmental level HSE Index, which serves as a key benchmark for our HSE performance and reinforces our commitment to safety at all functional levels within the organization.

90. In May 2024, CSL organized 'SAMSRAYA', a significant two-

day Safety Conclave focused on fortifying safety standards within India's shipbuilding and ship repair sector. Inaugurated by Shri T K Ramachandran IAS, Secretary, Ministry of Ports, Shipping and Waterways, Government of India, the event aimed to advance HSE practices in the maritime domain and explore frameworks for Indian shipyards. Featuring dignitaries and experts from India and abroad, including representatives from DGFASLI, F&B (Government of Kerala), PESO, BIS, Indian Navy, classification societies and leading shipyards, the conclave facilitated knowledge exchange and collaboration, aligning with the Maritime Amrit Kaal Vision 2047. The successful event underscored CSL's commitment to championing safety excellence and driving positive change in the industry.

91. The frequency rate of CSL for the year 2024 stands at 0.13. This metric is closely monitored as a pivotal indicator of the Company's HSE performance. CSL attributes this achievement to the Company's proactive approach and the enhancements in overall reporting culture.

92. CSL's collaborative approach involves ensuring subcontractors are well-resourced and trained for safe task execution. Continuous HSE performance monitoring and constructive feedback remain integral to fostering improvement. Recognizing the critical role of subcontractors in maintaining high safety standards, CSL's robust evaluation process ensures ongoing alignment with CSL's HSE benchmarks and regulatory requirements.

93. The HSE Star rating system, which evaluates the annual HSE performance of subcontractors employing 20 or more personnel within the Yard on a calendar year basis, remained a key mechanism in this endeavor. This rating system allows CSL to monitor and encourage continuous improvement in HSE standards across stakeholders. These ratings, ranging from three star to five star, are a testament to the rigorous standards upheld by CSL's subcontractors. 23 subcontractors were awarded with CSL HSE Ratings. CSL has a dedicated Competency Development Centre (CDC) for HSE to achieve HSE learning objectives via streamlined training delivery.

Industrial Security

94. 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. 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 force to counter any security threat, security breach, crisis or calamities.

95. CSL has been accorded status of Sub-AUA under C-DAC, Mumbai by UIDAI in October 2023 and has commenced the process of Aadhaar based verification under Aadhaar Act for identification of persons prior to issuing of entry passes. This process helps in eliminating the impersonations from gaining access to CSL.

96. CSL has implemented an integrated security system through Bharat Electronics Limited (BEL), Bangalore aimed at enhancing surveillance, central command and control room, electrical smart power fence, access control system and visitor management within the Yard. The system is anticipated to become fully operational in the fiscal year 2025-26.

97. 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.

Awards and Recognitions

98. During the financial year 2024-25 CSL received the following awards and recognitions:

(i) Winner, Kerala Industrial Safety Awards 2024 - Sub Category II.

(ii) 'Sreshta Suraksha Puraskar' - Award for Outstanding Safety Performance under the category Very Large

Factories - Engineering from the National Safety Council (Kerala Chapter).

(iii) Second prize from National Safety Council (Kerala Chapter) under the category Award for factories having contractor safety management system.

(iv) Rajbhasha Kirti Award (highest) from Ministry of Home Affairs, Government of India for outstanding implementation of Official Language Hindi in 'C' Sector for the year 2023-24.

(v) 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.

(vi) First Prize for the Hindi Home Magazine 'Sagar Ratna' from Kochi TOLIC (PSUs).

(vii) First Runner-up for the Overall Champion for the Joint Hindi Fortnight celebrations, 2024.

99. Further, CSL officials and sub-contractors received awards from the National Safety Council (Kerala Chapter) in the categories of 'Tool Box Talk' and 'Contractors having HSE Management systems', respectively.

Board of Directors' & Key Managerial Personnel

100. During the financial year 2024-25, the Board of CSL comprised 12 Directors, including 6 Non-official (Independent) Directors. However, effective May 02, 2024, Shri Prithiviraj Harichandan (DIN: 01351097) ceased to serve as a Non-official (Independent) Director following his resignation to contest in the Odisha Legislative Assembly election. Furthermore, the remaining five Non-official (Independent) Directors vacated their positions upon completion of their tenure on November 21, 2024.

101. Accordingly, as on March 31, 2025 the Board of CSL comprised of 6 Directors consisting of a Chairman & Managing Director, 3 Whole Time Directors and 2 Parttime Official Directors (Government Nominees).

102. Details of changes in Key Managerial Personnel during the financial year 2024-25 are given below:

Sl. No.		Name	DIN			Designation		Date of Appointment	Date of Cessation			Remarks
1.		Shri Madhu Sankunny Nair	07376798			Chairman & Managing Director		January 01,2016	Continuing			No Change
2.		Shri Bejoy Bhasker	08103825			Director (Technical)		April 05, 2018	Continuing			No Change
3.		Shri Jose V J (1)	08444440			Director (Finance) Chief Financial Officer		August 01,2019 August 13, 2019	Continuing			No Change
Sl. No.	Name			DIN	Designation		Date of Appointment			Date of Cessation	Remarks
4.	Shri Sreejith K Narayanan (2)			09543968	Director (Operations)		July 21, 2022			Continuing	No Change
5.	Shri Syamkamal N			N.A.	Company Secretary & Compliance Officer		February 01,2020			Continuing	No Change

(1) The Ministry of Ports, Shipping and Waterways (MoPSW), Government of India, vide letter F. No. SY-11012/2/2018-CSL dated July 03, 2024 extended the tenure of Shri Jose V J (DIN: 08444440) as Director (Finance) for a further period from August 01, 2024 till February 28, 2027, i.e. up to the date of his superannuation or until further orders, whichever is earlier. The shareholders of the Company at the 52nd Annual General Meeting (AGM) held on September 30, 2024 approved the same.

(2) Shri Sreejith K Narayanan (DIN: 09543968), whose office as Director was liable to retire by rotation and being eligible was reappointed as the Director of the Company at the 52 nd Annual General Meeting (AGM) of the Company held on September 30, 2024.

Declaration and Meeting of Independent Directors

103. During the financial year 2024-25, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013. Separate meetings of Independent Directors were held during the financial year on July 15, 2024 and November 07, 2024 which was attended by all the Independent Directors of the Company.

Details of Board Meetings held during 2024-25

104. Six Board Meetings were held during the year 2024-25 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
1.	April 22, 2024	12	12
2.	May 24, 2024	11	10
3.	August 08, 2024	11	10
4.	November 07, 2024	11	09
5.	February 06, 2025	06	04
6.	March 28, 2025	06	05

105. 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 Board's Performance

106. 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, during the year, Non-official (Independent) Directors had separately met on July 15, 2024 and November 07, 2024 without the attendance of non-independent directors and members of management. All Non-official (Independent) Directors were present at the meeting. The meeting evaluated the performance of the Chairperson, Non-Executive Directors and the Board as a whole and expressed full satisfaction for the same. The Board also evaluated the Non-official (Independent) Directors of the Company vis-a-vis their performance and fulfilment of the independence criteria and found the same to be satisfactory.

Report of the Nomination & Remuneration Committee on Company's Policy on Directors' Remuneration

107. Presently, the remuneration of Board level appointees is determined in accordance with DPE guidelines. CSL at its 228th Board meeting held on December 14, 2016 adopted the Nomination and Remuneration Policy in compliance with the provisions of Section 178 of the Companies Act, 2013. CSL in its 241st Board meeting held on May 24, 2018 and further in its 245th Board meeting held on October 31, 2018 amended the Policy. The Policy is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/68 .

Directors Responsibility Statement

108. Your Directors state that:

(i) in the preparation of the annual accounts for the year ended March 31, 2025, 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, 2025 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

109. 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 .

110. During the year under review, all transactions entered into with related parties were approved by the Audit Committee. Prior omnibus approval of the Audit Committee 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/ Board for review.

111. All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2024-25 were in the ordinary course of business and on an arm's 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 2024-25 and hence does not form part of this Report. Further, your Directors draw attention of the members to Note 51 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 Committee (CSR & SD Committee)

112. CSL had a Corporate Social Responsibility and Sustainable Development (CSR & SD) Committee of the Board with Shri Nahar Singh Maheshwari (DIN: 09419082), Non-official (Independent) Director as Chairperson, Smt. Amrapali Prashant Salve (DIN: 09415405), Nonofficial (Independent) Director, Shri Bejoy Bhasker (DIN: 08103825), Director (Technical) and Shri Jose V J (DIN: 08444440), Director (Finance) as members till November 21, 2024. The Independent Directors vacated their office with effect from November 22, 2024 on completion of tenure of their appointment prescribed by the Government of India. Consequently, due to the non-appointment of Independent Directors by the Government of India, CSL could not reconstitute the CSR & SD Committee with effect from November 22, 2024. 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.

113. 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 Company's website at the link https://cochinshipvard.in/ csr/aboutus#parentVerticalTab3 .

114. 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, chaired by an Independent Director and Tier III CSL CSR Executive Committee consisting of senior level executives across various departments of the Company.

115. During the year 2024-25, the Company could engage in meaningful CSR initiatives that received appreciation both within Kerala and also nationally.

116. The Company has spent RS.17.90 Crores against the target mandatory CSR spending of RS.13.88 Crores for the financial year 2024-25. "Health & Nutrition and PM Internship Scheme" have been adopted as common theme for undertaking CSR activities by CSL for the year 2024-25.

117. The Annual Report on CSR activities is placed at Annexure II .

Audit Committee

118. The Audit Committee of CSL comprised of Shri Prithiviraj Harichandan (DIN: 01351097), Non-official (Independent) Director as Chairperson, Shri Ashok Sharma (DIN: 09414565), Non-official (Independent) Director and Shri Abhijit Biswas (DIN: 09419083), Non-official (Independent) Director as members. Consequent to the resignation of Shri Prithiviraj Harichandan (DIN: 01351097) on May 02, 2024, the Audit Committee was reconstituted with Shri Abhijit Biswas (DIN: 09419083), Non-official (Independent) Director as Chairperson and Shri Ashok Sharma (DIN: 09414565), Non-official (Independent) Director and Shri Nahar Singh Maheshwari (DIN: 09419082), Non-official (Independent) Director as members.

119. The Independent Directors vacated their office with effect from November 22, 2024 on completion of tenure of their appointment prescribed by the Government of India. Therefore, due to the non-appointment of Independent Directors, CSL could not reconstitute the Committee with effect from November 22, 2024. During the year, for the period when the Audit Committee was in existence, all the recommendations of the Audit Committee were accepted by the Board of Directors.

120. Particulars regarding the Audit Committee are provided under the section 'Board Committees' in the Report on Corporate Governance.

Corporate Governance

121. 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 Guidelines on Corporate Governance issued by the Department of Public Enterprises. 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

1 22. 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

123. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year 2023-24, the Company engaged M/s. Varma & Varma, 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 2024-25, such controls were tested and no reportable material weakness was observed, with no major variation in the control environment during the year.

124. 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.

125. The Board of Directors/ Audit Committee 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

126. M/s. Anand & Ponnappan (Firm Registration No. 000111S), Chartered Accountants, Kochi were appointed as the Statutory Auditors of the Company by the Comptroller & Auditor General of India for the year 2024-25. 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

127. M/s. Anand & Ponnappan, Statutory Auditors have submitted their report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, on May 15, 2025. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

Comments of C&AG

128. 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

129. 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 2024-25. The remuneration of Cost Auditor for the financial year 2024-25 was ratified by the shareholders at the 52 nd AGM held on September 30, 2024.

Secretarial Auditor

130. The Board has appointed M/s. SEP & Associates, Practicing Company Secretaries, Kochi to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is placed at Annexure III . The Secretarial Auditors in their Report observed the following:

(i) There was no sufficient number of independent directors (one short) on the board of the Company with effect from May 02, 2024 as mandated under Regulation 17 of SEBI LODR Regulations and Clause 3.1 of CG Guidelines for CPSEs. Further, there were no independent directors on the board of the Company with effect from November 22, 2024 as mandated under Regulation 17 of SEBI LODR Regulations; Section 149 of the Act; and Clause 3.1 of CG Guidelines for CPSEs.

(ii) There was no woman independent director on the board of the Company as mandated under Regulation 17 of SEBI LODR Regulations; and a woman director as mandated under Section 149 of the Act with effect from November 22, 2024.

(iii) The Company does not have a duly constituted Audit Committee as required under Regulation 18 of SEBI

LODR Regulations; Section 177 of the Act; and Clause 4.1 of the CG Guidelines for CPSEs with effect from November 22, 2024. Consequently, the Company is non-compliant with the provisions w.r.t the meetings of Audit Committee as mandated under Regulation 18(2)(a) of SEBI LODR Regulations and Clause 4.4 of the CG Guidelines for CPSEs.

(iv) The Company does not have a duly constituted Nomination and Remuneration Committee as required under Regulation 19 of SEBI LODR Regulations; Section 178 of the Act; and Clause 5.1 of the CG Guidelines for CPSEs with effect from November 22, 2024.

(v) The Company does not have a duly constituted Stakeholders Relationship Committee as required under Regulation 20 of SEBI LODR Regulations and Section 178 of the Act with effect from November 22, 2024.

(vi) The Company does not have a duly constituted Corporate Social Responsibility Committee as required under Section 135 of the Act with effect from November 22, 2024.

(vii) The Company does not have a duly constituted Risk Management Committee as required under Regulation 21 of SEBI LODR Regulations with

effect from November 22, 2024. Consequently, the Company is non-compliant with the provisions w.r.t the meetings of Risk Management Committee as mandated under Regulation 21 of SEBI LODR Regulations.

(viii) 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 Meetings of the Company held on February 06, 2025 and March 28, 2025 as there were no independent directors with effect from November 22, 2024.

131. The explanation of the Board to the observations in the Secretarial Audit Report is given below:

Cochin Shipyard Limited (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 intimations to the Administrative Ministry for filling up the posts of Independent Directors including a Woman Director and frequent follow ups are also being done. However, the filling up of vacancies of the Independent

Directors and Woman Director remains pending with the Government of India. Further, the Company couid not reconstitute the aforesaid Statutory Committees and conduct its meetings due to the non-appointment of Independent Directors, which wiii be done once the requisite number of Independent Directors are appointed.

Internal Auditor

132. The Board has appointed M/s. Eiias George & Co., Chartered Accountants, Kochi, to conduct Internal Audit for the financial year 2024-25.

Annual Return

133. 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 tities/55 .

Investor Services

134. 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 & Transfer Agents in respect of these equity shares.

135. As on March 31, 2025, 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 dematerialized 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 & Transfer Agents and SBICAP Trustee Company Limited is the Debenture Trustees in respect of the bonds.

Vigilance

136. The Vigilance Department of Cochin Shipyard Limited performs various preventive vigilance activities, promotes vigilance awareness among all employees, engages in proactive vigilance measures, conducts investigations in cases related to punitive vigilance and carries out surveillance and detection initiatives. The vigilance department strives to ensure transparency and equity, bringing efficiency to the system and competitiveness in all procurements. The vital Central Vigilance Commission (CVC) guidelines are discussed with the heads of departments for strict compliance. For preventive vigilance, emphasis is given to vigilance sensitization among the officers and supervisors.

137. Strengthening Vigilance Capabilities - Dr. C. Pandi Selva Durai, IOFS, is the full-time Chief Vigilance Officer, leading the Vigilance Department. The department also includes a Vigilance Officer (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 CSL's wholly owned subsidiaries, Hooghly Cochin Shipyard Limited (Hooghly-CSL) and Udupi Cochin Shipyard Limited (Udupi-CSL).

138. Systemic Improvements and Inspections - The Vigilance Department conducted intensive type examinations and recommended various systemic improvements based on the findings. CTE-type inspections were carried out on select major works and procurements in the Civil Department, Ship Building, and Ship Repair divisions. During the financial year, the department monitored various contracts and audit reports and conducted surprise/ periodic inspections in different operational areas, suggesting corrective actions wherever necessary. All reports to the CVC were submitted on time.

139. Vigilance Awareness Initiatives - As a prelude to Vigilance Awareness Week 2024, a three-month campaign was organized from August 16, 2024 to November

15, 2024, focusing on various activities to enhance vigilance awareness and sensitization among officers and supervisors. The Vigilance Awareness Week was also observed in a befitting manner during October - November 2024.

Right to Information Act

140. In order to promote transparency and accountability, your Company has implemented the provisions of the Right to Information (RTI) Act, 2005 in its true letter and spirit and an appropriate mechanism has been set up in the Company with a dedicated centralised RTI Cell to provide information to the citizens under the provisions of this Act. All the RTI requests and the appeals received both online and offline during the year 2024-25 have been processed and information was provided in a time bound manner as stipulated in the Act.

141. There have been no instances of non-compliance 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

142. The Cochin Shipyard Vigil Mechanism and Whistle Blower Policy of CSL adopted by the Board of Directors at their 228th Meeting held on December 14, 2016 was functioning as the Vigil 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 214th 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 252nd Board Meeting held on November 12, 2019. The Whistle Blower and Fraud Prevention Policy of CSL is available at the link https://cochinshipyard.in/investor/investor titles/68.

Details of frauds reported by Auditors under Section 143

143. Nil.

Particulars of loans, guarantees or investments

144. 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.

Material changes and commitments

145. 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

146. There has been no change in the nature of business of the Company during the year under report.

Deposits

147. Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.

Secretarial Standards

148. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Significant and Material orders

149. 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

150. 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

151. 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 1000 listed entities based on market capitalization. The Company has provided BRSR in the prescribed format which forms part of the Annual Report. BRSR indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct'. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

Other Statutory Disclosures

152. No disclosure or reporting is made with respect to the following items, as there were no transactions during FY 2024-25.

?€? There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

?€? There was no issue of equity shares (including sweat equity shares) to employees of the Company under Employees Stock Option Scheme;

?€? 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;

?€? There was no instance of one-time settlement with any Bank or Financial Institution;

?€? Directors of the Company have not received any remuneration or commission from any of its subsidiaries;

?€? The Company has not failed to implement any corporate action; and

?€? There was no revision of financial statements and/ or Directors' Report of the Company under Section 131 of the Companies Act, 2013.

Acknowledgement

153. The Board of Directors places on record their deep appreciation for the unwavering support and guidance extended by the Hon'ble Union Minister for Ports, Shipping and Waterways and all 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 Kerala, Government

of West Bengal, Government of Karnataka, Government of Maharashtra, Andaman and Nicobar Administration, various local bodies, the Comptroller & Auditor General of India, Statutory Auditors, Secretarial Auditors, Cost Auditors, Internal Auditors and the Bankers.

154. Further, the Board extends sincere thanks to our valued Shareholders, Investors, Customers, Suppliers and Subcontractors for their continued support. The Board also recognize and appreciate the dedication and commitment of all employees of Cochin Shipyard Limited and its subsidiaries.

For and on behalf of the Board of Directors

Madhu Sankunny Nair

Kochi Chairman & Managing Director

May 15, 2025 DIN: 07376798