1) Your Directors are pleased to present the One Hundred and Eighteenth (118^th) Annual Report together with
the Audited Financial Statements (Standalone and Consolidated) for the year ended 31^st March, 2026.

2) FINANCIAL SUMMARY:

(' in lakhs)

On standalone basis, Revenue from Operations for the financial year 2025-26 was ' 21,601.17 lakhs as
compared to ' 13,546.33 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization
(EBITDA) for the year was ' 4,273.46 lakhs as compared to ' 2,317.25 lakhs in the previous year. Profit after
Tax (PAT) (before OCI) for the year was ' 2,759.66 lakhs as compared to ' 905.49 lakhs in the previous year.

On consolidated basis, Revenue from Operations for the financial year 2025-26 was ' 4,37,119.56 lakhs as
compared to ' 4,93,786.86 lakhs in the previous year. Consolidated EBIDTA for the year was ' 56,850.57
lakhs as compared to ' 1,80,445.94 lakhs in the previous year. Consolidated PAT (before OCI) for the year was
' 27,128.10 lakhs as compared to ' 87,440.51 lakhs in the previous year.

3) BUSINESS OUTLOOK & THE STATE OF COMPANY AFFAIRS

The year under review marked another important phase of operational progress, financial strengthening, and
strategic expansion across your Company’s diversified business verticals. Despite continued geopolitical
uncertainties, volatility in global commodity markets, and evolving international trade dynamics, the Indian
economy continued to demonstrate resilience supported by strong domestic demand, infrastructure
spending, manufacturing growth, and policy-led reforms.

Against this backdrop, your Company remained focused on strengthening operational capabilities, prudent
capital allocation, and long-term value creation across its Oil and Gas, Shipbuilding & Defence, Real Estate,
and Textile businesses.

In the consolidated Oil and Gas business, your Company proactively navigated a dynamic global energy
environment characterised by heightened market volatility while advancing critical infrastructure mandates.
The Company’s LNG terminal project at Jafrabad has progressed to an advanced pre-operational phase, with
key jetty and marine infrastructure successfully completed. Current management focus centres on finalising
chartering arrangements for the Floating Storage and Regasification Unit (FSRU) with global suppliers. By
collaborating with offtakers on commercially viable, phased operational structures, the segment is well-
positioned to leverage its contracted regasification capacities and contribute to the domestic clean energy
transition. Concurrently, within our trading operations, a strategic pivot toward an order-backed model and
the execution of critical capital optimisation initiatives have enabled us to minimise inventory risks, preserve
capital, and maintain business continuity amidst shifting regional trade dynamics.

In the Shipbuilding business, Swan Defence and Heavy Industries Limited (“SDHI”) significantly strengthened
its operational capabilities and commercial order pipeline. During the year, SDHI secured commercial &
defence shipbuilding orders and ship repair projects. The Company also entered into strategic collaborations
with leading domestic and international entities to explore opportunities across defence and commercial
shipbuilding segments.

The Real Estate division continued to focus on project execution and expansion of its development pipeline in
Bengaluru. The Company continued progress on its ongoing residential developments while also evaluating
opportunities for strategic monetisation and value creation from its land bank and real estate assets.

Across all business verticals, your Company continues to focus on operational efficiency, sustainability,
corporate governance, and long-term value creation. The Company remains committed towards strengthening
its business portfolio while maintaining prudent financial discipline and responsible growth.

As your Company moves into FY 2026-27, it remains focused on strengthening execution capabilities,
improving operational efficiencies, and pursuing sustainable growth opportunities across its diversified
businesses.

4) REVIEW OF OPERATIONS

A. Oil and Gas:

Jafrabad LNG Terminal: Advanced Stage of Readiness:

Swan LNG Private Limited (“SLPL”) continued to make progress towards operationalisation of the Jafrabad
LNG Terminal project during the year. The project is currently in an advanced-stage pre-operational
phase, with substantial progress achieved across terminal infrastructure, including completion of the
jetty and associated marine facilities and near-completion of the breakwater works.

Out of the total committed project cost of approximately '4,500 crore, the Company has invested
over '3,500 crore towards development of the terminal and associated infrastructure. SLPL continues
to preserve and maintain the project infrastructure and remains focused on operationalisation of the
terminal.

The Company is currently working towards finalisation and deployment of the Floating Storage and
Regasification Unit (FSRU), with discussions underway with leading global FSRU suppliers. SLPL is also
engaging with offtakers to develop commercially viable operational and phased ramp-up structures.

During the year, the global LNG market continued to witness volatility due to geopolitical uncertainties,
rising LNG prices, and disruptions in global energy supply chains. Escalating tensions arising from the
Iran-US conflict and concerns relating to the Strait of Hormuz also impacted global LNG trade flows and
market dynamics.

Overall, the project remains strategically positioned to support India’s long-term natural gas demand
growth, infrastructure development, and energy security objectives.

Business Restructuring and Capital Optimisation Initiative:

During the year, Veritas (India) Limited adopted a proactive risk management approach by rationalising
inventory, optimising working capital, and pivoting to a flexible, demand-driven business model with
an expanded focus in the UAE. Additionally, driven by the development of new UAE ports outside
the Strait of Hormuz and the resulting strategic devaluation of assets within the strait, the Company
initiated a strategic restructuring. This involves the proposed sale and transfer of assets and liabilities
of its subsidiary Verasco FZE, UAE. This proactive measure aims to de-risk capital investments, improve
operational flexibility, and ensure sustainable long-term value for all stakeholders.

B. REAL ESTATE:

Expansion of Residential Development Pipeline:

During the year, Cardinal Energy and Infrastructure Private Limited (“CEIPL”), a wholly owned subsidiary
of Swan Corp Limited, continued to focus on the expansion of its residential development pipeline
in Bengaluru. CEIPL is currently developing “BODHI” at Jayanagar, Bengaluru, a premium residential
project targeted towards luxury home buyers. The project achieved significant milestones this year,
securing its Karnataka RERA approval and achieving IGBC Gold Pre-Certification, with construction
advancing on schedule as the 6^th floor slab has been successfully completed. Additionally, the Company
realised robust cash flows from its existing portfolio, recording apartment sales collections of '34.23
crore from the Cardinal One project.

Debt Reduction and Asset Development:

The real estate division strengthened its capital structure by reducing total debt by ~12.5% from '129.41
crore to '113.20 crore as on 31^st March, 2026. Looking ahead, the Company will prioritise land bank
development and asset monetisation across key markets to ensure debt reduction and value creation

C. SHIPBUILDING:

First Shipbuilding Order After Acquisition - Chemical Tankers:

Swan Defence and Heavy Industries Limited secured its first major commercial shipbuilding order
following acquisition of the shipyard through CIRP, marking a key milestone in the Company’s operational
revival.

The Company secured a USD 227 million contract from Rederiet Stenersen AS, Norway, for construction
of six 18,000 DWT IMO Type II chemical tankers.

The order is one of India’s largest commercial shipbuilding contracts and the first chemical tanker order
awarded to an Indian shipyard. The agreement also includes an option for six additional vessels, further
strengthening SDHI’s commercial shipbuilding pipeline.

Order for Dual-Fuel Ammonia Bulk Carriers:

During the year, SDHI secured an order for construction of four 92,500 DWT dual-fuel ammonia bulk
carriers from Energy ONE Limited, strengthening the Company’s presence in green and next-generation
vessel categories.

Naval Training Vessel Project for Royal Navy of Oman:

During the year, SDHI secured a prestigious defence export order from the Government of the Sultanate
of Oman for construction of a state-of-the-art training vessel for the Royal Navy of Oman (RNO). This
landmark order strengthens the Company’s presence in specialised and defence shipbuilding while
reinforcing India’s growing position in indigenous defence exports and global maritime manufacturing.

Strategic Collaborations to Enhance Capabilities:

During the year, SDHI forged strategic partnerships with premier maritime entities, including Samsung
Heavy Industries, Royal IHC, Mazagon Dock Shipbuilders Ltd, and Garden Reach Shipbuilders & Engineers
Ltd. These alliances are designed to accelerate technology integration, drive digital transformation, and
uphold strict sustainability standards. Ultimately, this collaborative network significantly enhances our
technical capabilities, positioning the Company to scale aggressively across the commercial, defence,
offshore, and green vessel segments.

Compliance with Minimum Public Shareholding Requirements:

During the year, the promoters of SDHI successfully concluded an Offer for Sale (OFS) aggregating
approximately '500 crore to ensure compliance with minimum public shareholding norms. The OFS
resulted in approximately a 5% equity dilution and witnessed robust participation from marquee
institutional investors. This successful transaction not only fulfils regulatory requirements but also
significantly broadens the Company’s investor base and strengthens its overall market positioning.

Closure of CIRP Resolution Plan:

During the year, SDHI successfully concluded its Corporate Insolvency Resolution Process (CIRP) by
strategically prepaying all Committee of Creditors (CoC) obligations originally scheduled for December
2026 and 2027. This early debt resolution highlights management’s dedication to revitalising India’s
premier shipbuilding asset, providing a highly stable financial foundation to aggressively scale
operations.

5) CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the provisions of the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) read with IND AS 110-Consolidated
Financial Statements, IND AS 28-Investments in Associates and Joint Ventures and IND AS 31-Interests in
Joint Ventures, the Consolidated Audited Financial Statement forms part of this Annual Report.

6) DIVIDEND & RESERVES:

The Board of Directors (Board) is pleased to recommend a dividend @ ' 0.15 per equity share (15%) on
31,34,56,886 equity shares of ' 1 each for the year ended 31^st March, 2026, subject to the approval of the
shareholders at the ensuing 118^th AGM. The same shall be subject to deduction of income tax at source. The
dividend recommended is in accordance with the Company’s Dividend Distribution Policy.

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 Saturday,
29^th August, 2026 to Friday, 4^th September, 2026 (both days inclusive) for the purpose of 118^th Annual General
Meeting (AGM) and for determining the entitlement of shareholders to receive the dividend for the financial
year ending on 31^st March, 2026.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members
w.e.f. 1^st April, 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, 2025.

RECORD DATE:

The Company has fixed Friday, 28^th August, 2026 as the “Record Date” for the purpose of determining the
eligibility of Members to receive dividend for the financial year 2025-26.

7) SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year, the Company did not have any Joint Ventures or Associate Companies. Swan Ignivis Private
Limited had been incorporated on 3^rd April, 2025 as a Wholly Owned Subsidiary of the Company. Further,
Swan Balu Heavy Industries Private Limited became a Subsidiary of the Company w.e.f. 20^th April, 2025. Also,
Wilson Corporation FZE had been rechristened as Ignivis Trading FZE w.e.f. 29^th May, 2025. Other than as
stated hereinbefore there was no change in the list of Subsidiary and Step-down Subsidiary Companies of
the Company during the year.

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 Audited Financial Statements including the Consolidated Financial Statement of the Company and
all other documents required to be attached thereto are available on the Company’s website and can be
accessed at https://www.swan.co.in/investor-category/annual-reports/. The financial statements of the
subsidiaries, are available on the Company’s website and can be accessed at https://www.swan.co.in/investor-
category/financial-reports-of-subsidiaries/. The Policy for determining Material Subsidiaries is available on the
Company’s website and can be accessed at https://www.swan.co.in/wp-content/uploads/2025/12/Policy-for-
Determing-Material-Subsidiaries.pdf.

During the year under review, Swan LNG Private Limited, Triumph Offshore Private Limited, and Veritas
International FZE were the Material Subsidiaries of the Company as per the SEBI LODR Regulations.

8) SHARE CAPITAL:

During the financial year under review, there was no change in the Authorised Share Capital of the Company.

As on 31^st March, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at
' 31,34,56,886 (Rupees Thirty-One Crores Thirty-Four Lakhs Fifty-Six Thousand and Eight Hundred and
Eighty-Six only) comprising of 31,34,56,886 fully paid-up equity shares of ' 1/- each. There was no change
in the issued, subscribed and paid-up equity share capital of the Company during the financial year under
review.

9) STATUTORY DISCLOSURES:

9.1 Management Discussion and Analysis:

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

9.2 Corporate Governance:

As required under Regulation 34(3) read with Schedule V(C) of the SEBI LODR Regulations, a Report on
the Corporate Governance, together with a certificate of Statutory Auditors, confirming compliance with
the conditions of Corporate Governance, forms part of this Annual Report and is annexed to this Report
as Annexure B.

Further, in compliance of Regulation 17(5) of the SEBI LODR Regulations your Company has adopted a
‘Code of Conduct and Ethics’ for its Directors and Senior Management Personnel.

9.3 Business Responsibility & Sustainability Report (BRSR):

In accordance with the SEBI LODR Regulations, the BRSR describes the initiatives of the Company
on environmental, social and governance aspects. The Report on BRSR is annexed to this Report
as Annexure C and is available on website of the Company at https://www.swan.co.in/wp-content/
uploads/2026/08/BRSR.pdf The Company as a part of its ESG initiative, has undertaken Reasonable
Assurance of BRSR Core, being a sub-set of the BRSR consisting of a set of Key Performance Indicators
(KPIs) / metrics under 9 ESG attributes as prescribed by the Securities and Exchange Board of India.
During the year 2025-26, such Reasonable Assurance has been undertaken through Dhir & Dhir
Associates who has provided an Independent Assurance Statement in connection with BRSR of the
Company for 2025 26, which forms a part of the Annual Report.

The Company has also prepared a report on its SDG Journey, wherein the Company’s various
contributions / initiatives have been mapped to the UN Sustainable Development Goals (UNSDGs).
The same is available on the website of the Company at https://www.swan.co.in/wp-content/
uploads/2026/08/SDG-Mapping.pdf.

9.4 Annual Return:

In terms of Sections 134 and 92 of the Act, the Annual Return of the Company as on 31^st March, 2026
is available on the Company’s website and can be accessed at https://www.swan.co.in/wp-content/
uploads/2026/08/Annual-Return.pdf.

9.5 Familiarisation Programme for Independent Directors:

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 programmes are available on the website of the Company at
https://www.swan.co.in/wp-content/uploads/2026/04/Familiarisation-programme-for-Independent-
Directors-25-26.pdf.

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

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

9.7 Particulars of Employees:

Pursuant to provisions of Section 136(1) of the Act and as advised, the statement containing particulars
of employees under Section 197(12) of the Act, read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E. Details of employee(s)
remuneration as required under the provisions of Section 197 of the Act and Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended form
part of this Report. As per the provisions of Section 136 of the Act, the Report and Financial Statements
are being sent to the Members of your Company and others entitled thereto, excluding the statement
on particulars of employees. Copies of said statement are available at the Registered Office of the
Company during the designated working hours from 21 days before the Annual General Meeting till date
of the 118^th Annual General Meeting. Any member interested in obtaining such details may also write to
the Corporate Secretarial Department at the Registered Office of the Company.

9.8 Number of Board & Committee Meetings:

During the financial year under review, 7 (Seven) Board Meetings were convened and held. The details
of the meetings of the Board and its Committees are provided in the Corporate Governance Report
which forms part of this Report.

9.9 Statement on declaration given by Independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, stating
that they meet the criteria of independence as provided in Section 149(6) of the Act and SEBI LODR
Regulations and they have registered their names in the Independent Directors’ Databank.

The Board is of the opinion that all the Independent Directors (including Independent Directors
appointed during the year) possess integrity, have relevant expertise, experience including proficiency
and fulfil the conditions specified under the Act, and the SEBI LODR Regulations.

9.10 Disclosure regarding Company’s Policies under the Act:

i. Nomination and Remuneration Policy

The Board has framed a Policy on Directors’ appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under Section 178(3) of the Act for the Directors, Key Managerial Personnel
and other employees of the Company. The Policy is available on the Company’s website at
https://www.swan.co.in/wp-content/uploads/2025/12/Nomination-and-Remuneration-policy.pdf.

ii. Corporate Social Responsibility (CSR) Policy:

The CSR Policy is available on the Company’s website and can be accessed at https://www.
swan.co.in/wp-content/uploads/2025/12/Corporate-Social-Responsibility-Policy.pdf. During the
year under review, the Company has spent '91 lakhs (13.71%) of the average net profits of the
immediately preceding three financial years) towards identified and approved CSR initiatives
covered under Schedule VII to the Act, through implementing agencies.

The Report on CSR is annexed to this Report as Annexure F.

iii. Whistle Blower Policy / Vigil Mechanism:

The Company has established a Vigil Mechanism / Whistle Blower Policy in accordance with
the provisions of the Act and the SEBI LODR Regulations to enable Directors, Employees and
other Stakeholders to report genuine concerns, unethical behaviour, actual or suspected fraud or
violation of the Company’s Code of Conduct. The Policy is available on the Company’s website
and can be accessed at https://www.swan.co.in/wp-content/uploads/2025/12/Whistle-blower-
policy_SWAN.pdf.

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

iv. Risk Management Policy:

The Company has in place 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 at https://www.swan.co.in/wp-content/uploads/2025/12/Risk-management-Policy.pdf.

v. Dividend Distribution Policy (DDP):

In terms of Regulation 43A of SEBI LODR Regulations, the Company has adopted a DDP. The Policy
is available on the Company’s website at https://www.swan.co.in/wp-content/uploads/2025/12/
Dividend-Distribution-Policy.pdf.

vi. Related Party Transactions (RPTs):

The Company has a well-defined process for the identification of related parties and related party
transactions, its approval and periodic review. The disclosures relating to RPTs and the Policy on
Materiality of Related Party Transactions and Dealing with Related Party Transactions is available
on the Company’s website at https://www.swan.co.in/wp-content/uploads/2025/12/Related-Party-
Transaction-Policy_SEL-1.pdf.

All the RPTs entered into during the financial year were on an arm’s length basis and were in
the ordinary course of business. RPTs entered into by the Company during the financial year,
which attracted provisions of Section 188 of the Act and as defined under Regulation 23 of the
SEBI LODR Regulations, have been detailed and disclosed in the Note No. 41 of the Standalone
Financial Statements and Note No. 42 of the Consolidated Financial Statements. to the Financial
Statements.

Details of contracts / arrangements / transactions with related parties which are required to be
reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure G to this Report.

During the year 2025-26, pursuant to Section 177 of the Act and Regulation 23 of the SEBI LODR
Regulations, 2015, all RPTs were placed before the Audit Committee and approvals had been
obtained thereat.

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://www.swan.co.in/wp-content/uploads/2025/12/Related-Party-Transaction-Policy_SEL-1.pdf.

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 taking into account the potential or actual
conflicts of interest that may arise from such transactions. All the Related Party Transactions had
been entered into in the ordinary course of business and were at arm’s length and were reviewed
and approved by the Audit Committee. All Related Party Transactions were placed before the Audit
Committee for its review on a quarterly basis. There were no materially significant related party
transactions which could have potential conflict with the interest of the Company at large.

There has been no change in the policies listed under (i) to (vi) above, during the year 2025-26.

9.11 Particulars of Loans, Guarantees or Investments by the Company:

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.

10) AUDITORS AND AUDITORS REPORT

10.1 Statutory Audit

In terms of the provisions of Section 139 of the Act and the Rules made thereunder, M/s. N. N. Jambusaria
& Co., Chartered Accountants, Mumbai, Firm Registration No. 104030W, were appointed as the Statutory
Auditors of the Company, for a second term of 5 (five) consecutive years starting from the conclusion
of 114^th AGM held on 28^th September, 2022, till the conclusion of 119^th AGM to be held in the year 2027.

The Auditors have confirmed that they are not disqualified from continuing as the Statutory Auditors of
the Company.

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

The Report given by M/s. N. N. Jambusaria & Co., Chartered Accountants, on the financial statements
of the Company forms a part of the Annual Report. The notes on the financial statements referred to in
the Auditors Report are self-explanatory and do not call for any further comments. There has been no
qualification, reservation or adverse remark or disclaimer in their Report.

10.2 Cost Audit

Your Company is required to maintain cost records and accordingly it has duly prepared and maintained
the same. In accordance with the provisions of the Act, read with the Companies (Cost Records and
Audit) Rules, 2014 and 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, 2027, at a remuneration of ' 75,000/- (Rupees Seventy-Five
Thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as the
Cost Auditor of your Company.

The remuneration payable is required to be ratified at the ensuing 118^th AGM.

10.3 Secretarial Audit

M/s. SKJP & Associates, Practising Company Secretaries, was appointed as the Secretarial Auditor
of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year
2025-26 till the financial year 2029-30 at the 117^th Annual General Meeting held on 29^th September,
2025. The Secretarial Audit Report for the financial year ended 31^st March, 2026 is annexed and
marked as Annexure H to this Report. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

M/s. SKJP & Associates has confirmed that they are not disqualified from continuing as the Secretarial
Auditor of the Company.

11) COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

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.

12) FINANCE:

Your Company has been regular in meeting its obligation towards the repayment of principal and payment of
interest to the Banks and other institutions.

13) RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS:

In addition to the disclosure made under Para 9.10 of this Report, it is hereby stated that the Board of
Directors of the Company has formed a Risk Management Committee to frame, implement and monitor
the Risk Management Policy and framework of the Company. The Committee is responsible for monitoring
and reviewing the risk management and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and internal controls. The major risks identified across the businesses
and functions are systematically addressed through appropriate mitigating actions on a continuing basis.
The Risk Management process ensures that all material Strategic and Commercial risks including
Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and
assessed and that all adequate risk mitigation measures are in place to address these risks. Further details
on the risk management activities including the implementation of risk identification and mitigation are
covered in the Report on Management Discussion and Analysis, which forms part of this Annual Report. The
development and implementation of risk management policy has also been covered in the said Report on
Management Discussion and Analysis.

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

In line with as stated above, it is hereby reported that during the year, the said internal financial controls were
tested and no material weaknesses in the design or operating effectiveness of such controls were observed.

14) DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(i) At the ensuing AGM, Mr. Navinbhai C. Dave (DIN: 01787259) and Mr. Chetan K. Selarka (DIN: 03224037),
will retire by rotation and being eligible, they offer themselves for re-appointment. Resolution in relation
to re-appointment of Mr. Sugavanam Padmanabhan, Whole-Time Director for a further period of 3 (three)
years w.e.f. 24^th September, 2026, also forms a part of the Notice of the forthcoming 118^th AGM.

(ii) Ms. Shanaya Munot (DIN: 08541838) had been appointed as an Independent Director of the
Company with effect from 16^th September, 2025. She had tendered her resignation with effect from
15^th December, 2025.

(iii) Mr. Ashishkumar Bairagra (DIN: 00049591) had tendered his resignation as an Independent Director of
the Company with effect from 20^th February, 2026.

(iv) Ms. Bhagwati Sharma (DIN: 09632127) and Mr. Ashish Chhabria (DIN: 11564611) have been appointed
as Independent Directors of the Company with effect from 23^rd March, 2026 and 25^th March, 2026 respectively.

(v) Mr. Bhushan Joshi (A48131) had been appointed as the Company Secretary and Compliance Officer with
effect from 16^th September, 2025. He had tendered his resignation with effect from 14^th November, 2025.

(vi) Mr. Saptarshi Ganguly (F12416) has been appointed as the Company Secretary and Compliance Officer
with effect from 14^th November, 2025.

In addition to as disclosed in the Corporate Governance Report, it is hereby reiterated that the aforesaid
Independent Directors have resigned on account of personal difficulty and pre-occupation. They have
provided formal confirmation stating that there were no material reasons for their resignation, other than
those cited and stated hereinabove.

During the financial year under review, the Non-Executive Directors of the Company had no pecuniary
relationships or transactions with the Company, other than the payment of sitting fees.

None of the Directors of the Company is disqualified in accordance with Section 164 of the Act. The Company
has received the necessary declarations and confirmations from all the Directors as required under the Act
and the SEBI LODR Regulations.

Further, in terms of the SEBI LODR Regulations, M/s. SKJP & Associates, Practicing Company Secretaries,
has issued a certificate that none of the Directors on the Board has been debarred or disqualified from being
appointed or continuing as a Director by the Securities and Exchange Board of India, Ministry of Corporate
Affairs or any such other statutory authority. The said Certificate forms part of the Corporate Governance
Report.

15) GENERAL DISCLOSURES:

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

Pursuant to the Section 134 of the Act and SEBI LODR Regulations, the Board has carried out an annual
evaluation of its own performance, all the committees and Individual Directors including Chairman of
the Board. The Board Evaluation Policy which had been framed by the Company for the purpose of
establishing, inter alia, qualifications, positive attributes, independence of Directors and determination of
criteria based on which such evaluation is required to be carried out includes matters stated in guidance
notes as issued by the Securities and Exchange Board of India. The same is available at the website of
the Company at https://www.swan.co.in/wp-content/uploads/2025/12/Board-Evaluation-Policy.pdf.

A separate meeting of Independent Directors was held on 6^th February, 2026, wherein the required
evaluation had been carried out in terms of the Policy thereof. More details on the same are given in the
Corporate Governance Report.

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 the 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 an Internal Committee in compliance of the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Training /
awareness programmes had been conducted throughout the year to create sensitivity towards ensuring
a respectable workplace.

During the year under review, no complaint pertaining to sexual harassment at workplace has been
received by the Company. The status of complaints during the financial year is as under:

- Number of complaints received : Nil

- Number of complaints disposed off : Not Applicable

- Number of complaints pending beyond 90 days : Not Applicable

vi. Compliance with the Maternity Benefit Act, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including
the 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 said 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. One-Time Settlement with Banks of Financial Institutions:

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 Act.

xi. Material changes and commitments:

There were no material changes and commitments, affecting the financial position of the Company
which have occurred between the end of the financial year to which the Financial Statements relate and
the date of this Report.

xii. Your Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions on these matters during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares to the employees or directors of the Company.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any salary or
commission from any of the subsidiaries of the Company.

16) COMMITTEES OF THE BOARD:

There are various Board constituted Committees as stipulated under the Act and SEBI LODR Regulations
viz. 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 thereat of these Committees during
the year has been enumerated in Corporate Governance Report. The Audit Committee comprises of Mr.
Rohinton Shroff as the Chairman, Mr. Paresh Merchant and Mr. Jayaramakrishnan Kannan as Members. All the
recommendations of the Audit Committee have been accepted by the Board of Directors.

17) DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements
set out under Schedule III to the Act have been followed and there are no material departures from
the same.

(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, 2026 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.

18) INDUSTRIAL RELATIONS:

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

19) APPRECIATION:

The Board of Directors place on record their sincere appreciation for the continued 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.

For and on behalf of the Board of Directors
Navinbhai C. Dave

Place: Mumbai Chairman

Date: 29^th May 2026 DIN: 01787259