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You can view full text of the latest Director's Report for the company.

BSE: 503310ISIN: INE665A01038INDUSTRY: Realty

BSE   ` 469.25   Open: 433.90   Today's Range 426.95
482.20
+34.30 (+ 7.31 %) Prev Close: 434.95 52 Week Range 370.00
809.70
Year End :2025-03 

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

2) FINANCIAL SUMMARY:

(' in lakhs)

Standalone

Consolidated

Particulars

For the year
ended on
31.3.2025

For the year
ended on
31.3.2024

For the year
ended on
31.3.2025

For the year
ended on
31.3.2024

Profit before interest & depreciation

2,317.25

2,327.30

1,80,445.94

95,059.79

Less: Interest

269.25

1,240.40

18,566.85

22,630.16

: Depreciation

824.90

798.73

14,729.30

11,495.74

Profit before Tax

1,223.10

288.17

1,46,973.62

60,933.89

Less: Provision for Taxation

317.61

70.87

59,533.11

2,337.20

Net Profit for the year

905.49

217.30

87,440.51

58,596.68

Other Comprehensive Income for the year

(14.88)

4.00

2,930.54

1,332.30

Total Comprehensive Income for the year

890.61

221.30

90,371.05

59,928.98

Attributable to shareholders of the company

-

-

75,530.30

30,117.13

Non-Controlling Interest

-

-

11,910.21

29,077.20

Add: Amount of Profit & Loss Account
brought forward

19,751.13

19,793.75

27,636.67

(2,213.38)

Opening balance of new subsidiaries

-

-

-

-

Opening Balance of Strike-off subsidiaries

-

-

-

-

Amount available for Appropriation
Less: Appropriations:

Transfer to General Reserve

20,905.66

20,015.05

27,636.67

27,903.75

Dividend on Equity shares paid*

-

-

-

-

Tax on dividend

(263.92)

(263.92)

(269.95)

(269.95)

Add: Other Comprehensive Income

-

-

-

2.87

Balance of Profit & Loss Account
transferred to Balance Sheet

20,641.74

19,751.13

27,366.72

27,636.67

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

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

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

3) BUSINESS OUTLOOK & THE STATE OF COMPANIES AFFAIRS.

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

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

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

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

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

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

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

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

4) REVIEW OF OPERATIONS

A. ENERGY:

Divestment of FSRU ‘Vasant-1’ - A Strategic Exit from Offshore Operations:

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

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

Onshore LNG Terminal at Jafrabad - Nearing Completion:

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

The terminal is at an advanced stage of completion and is expected to be operational in the near future.
Positioning for India’s New Energy Transition:

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

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

B. REAL ESTATE:

Cardinal One Project Successfully Completed with Strong Sales:

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

Strategic Land Bank and Asset Monetization in Progress:

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

C. SHIPBUILDING:

Revitalization of India’s Largest Shipyard through NCLT Acquisition:

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

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

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

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

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

5) QIP PROCEEDS:

Capital Infusion through QIP and Strategic Debt Reduction:

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

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

6) CHANGE OF NAME OF THE COMPANY:

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

7) DIVIDEND & RESERVES:

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

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

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

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f.
April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

RECORD DATE:

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

8) SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

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

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

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

9) SHARE CAPITAL:

During the year under review, there was no change in the authorised share capital of the Company.

The paid-up Equity share capital as on 31st March, 2025 was ' 3134.57 Lakhs.

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

10) STATUTORY DISCLOSURES:

10.1 Management Discussion and Analysis:

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

10.2 Corporate Governance:

As required under Regulation 34(3) read with Schedule V (C) of the SEBI (LODR) Regulations, 2015,
a report on the ‘Corporate Governance’, together with a certificate of statutory auditors, confirming
compliance of the conditions of the Corporate Governance, is annexed to this report -
Annexure B.

Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has
adopted a ‘Code of Conduct and Ethics’ for its Directors and Senior Executives.

10.3 Business Responsibility & Sustainability Report (BRSR):

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

10.4 Annual Return:

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

10.5 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 programme is available on the website of the Company at
www.swan.co.in

10.6 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 -
Annexure D.

10.7 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 Act, read with Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is enclosed as
Annexure E.

10.8 Number of Board & Committee Meetings:

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

10.9 Statement on declaration given by independent Directors:

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

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

10.10 Disclosure regarding Company’s Policies under the Companies Act, 2013:

i. Remuneration and Nomination Policy:

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

ii. Corporate Social Responsibility (CSR) Policy:

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

iii. Whistle Blower Policy / Vigil Mechanism:

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement,
which is available on the Company’s website at
https://swan.co.in/reports.

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

iv. Risk Management Policy:

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

v. Dividend Distribution Policy (DDP):

The Dividend Distribution Policy is available on the website on the company as under:
https://swan.co.in/admin/investorpdf/Dividend%20Distribution%20Policy.pdf

vi. Related Party Transactions (RPTs):

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

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

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

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

Members are requested to refer note no. 40 (B) (i) forming part of the Annual Audited Financial
Statements which set out related party disclosure.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company’s website at
https://swan.co.in/ reports.

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

10.11 Particulars of loans, Guarantees or investments by 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.

1) Auditors:

11.1. Statutory Audit

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

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

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

11.2 Cost Audit

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

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

11.3 Secretarial Audit

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

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

The Board of Directors have appointed M/s SKJP & Associates, [Peer review certificate no. 6740/2025]
as the Secretarial Auditor of the Company for a first term of five consecutive years commencing from
financial year 2025-2026 till the financial year 2029-2030, subject to approval of the shareholders of
the Company at the ensuing Annual General Meeting.

12) 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.

13) FINANCE:

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

14) RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS:

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

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

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

15) DIRECTORS AND KMP:

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

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

The Board and the entire management team extends heartfelt gratitude for their invaluable contributions

over the past decade. Their unwavering commitment, strategic insight, and principled leadership have
played a pivotal role in shaping the direction and governance of the Company. Their tenure has been
marked by integrity, foresight, and a deep sense of responsibility—qualities that have left a lasting
imprint on the SWAN GROUP as a whole. As they retire from the Board, the Board acknowledges not
only their professional excellence but also the wisdom and mentorship they have generously shared.

ii. Mr. Jayaramakrishnan Kannan (DIN: 06551104) has been appointed as an Additional Independent
Director of the Company with effect from 19th December 2024 and Shareholders have approved the
said appointment through Postal Ballot on 17th March, 2025.

iii. At the ensuing AGM, Mr. Paresh Merchant (DIN: 00660027), retires by rotation and being eligible, offers
himself for re-appointment.

iv. Mr. Arun Satyanarain Agarwal, Company Secretary and Compliance Officer who joined on 14th January
2009, has tendered his resignation with effect from 30th June, 2024.

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

16) 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 2015, the Board has carried out
an annual evaluation of its own performance, all the committees and Individual Directors including
chairman of the Board.

ii. Change in the nature of the business:

There was no change in the nature of business of the Company;

iii. Deposits:

The Company has not accepted any deposits from public;

iv. Significant and material orders passed:

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

v. Prevention of Sexual Harassment of Women at Workplace:

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

During the year under review, no complaint pertaining to sexual harassment at work place has been
received by the Company. The following is the status of complaint received and resolved during the
financial year:

- Number of complaints received: Nil

- Number of complaints disposed off: Nil

- Number of complaints pending beyond 90 days: Nil

vi. Compliance With The Maternity Benefit Act, 1961:

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

vii. Proceedings under Insolvency and Bankruptcy Code, 2016 (“IBC”):

There were no applications made or any proceedings pending under IBC by or against the Company;

viii. Details of one-time settlement:

There were no instances of one time settlement with any Banks or Financial Institutions;

ix. Giving of loan for purchase of shares:

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

x. Fraud Reporting:

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

xi. Material changes and commitments:

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

17) COMMITTEES OF THE BOARD:

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

18) DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates
that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs
of the company as on 31st March, 2025 and of the profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) the Annual accounts have been prepared on a going concern basis;

(e) internal financial controls have been laid down and followed by the company and that such controls are
adequate and are operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

19) INDUSTRIAL RELATIONS:

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

20) APPRECIATION:

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

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

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

Place: Mumbai Chairman

Date: 14th August 2025 (DIN: 01787259)