It gives your Board of Directors immense pleasure to present

the 92^nd Annual Report together with the Audited Standalone

and Consolidated Financial Statements of the Company for

the FY 2024-25 and Auditors’ Report thereon.

Important Events:

(i) Hon’ble Prime Minister S hri. Narendra Modi

commissioned three significant Naval assets — the
Destroyer Surat, the Frigate Nilgiri, and the Submarine
Vaghsheer — in a grand ceremony held at Naval
Dockyard, Mumbai on 15 January 2025;

(ii) Sixth Scorpene Submarine of Project 75, ‘INS Vaghsheer’
was delivered to the Indian Navy on 09 January 2025;

(iii) Fourth Guided Missile Destroyer of Project 15B, INS
Surat and First Stealth Frigate of Project 17A, INS Nilgiri
were delivered to the Indian Navy on 20 December
2024;

(iv) Commencement of production activity for One Training
ship for the Indian Coast Guard on 26 April 2024. The
Keel laying ceremony for the project was held on 13
January 2025;

(v) Production activity for Next Generation Offshore Patrol
Vessels (NGOPV) commenced in May 2024 and Fast
Patrol Vessels (FPV) commenced in December 2024.

1. Financial Overview

1.1 Standalone Financial Results and Performance
Highlights:

(7 in crore)

• Revenue from Operations increased by 20.76 %
from 7 9,466.58 Crores in the FY 2023-24 to
7 11,431.88 Crores in the FY 2024-25.

• Profit Before Tax (PBT) increased by 26.32 %
from 7 2,461.38 Crores in the FY 2023-24 to
7 3,109.20 Crores in FY 2024-25.

• Historic milestone with a record Profit After
Tax (PAT) of 7 2,324.88 crore for the FY 2024¬
25 achieved against the previous FY 2023-24
marking a 26% growth over last year’s PAT of
7 1,845.43 Crores.

Income Distribution for the FY 2024-25 as against the

previous FY 2023-24 is summarised as under: -

(in %)

1.2 Consolidated Financial Statements:

The Consolidated Financial Statements of your
Company and its Associate Company Goa Shipyard
Limited (GSL) for the year ended 31 March 2025 has
been prepared pursuant to provisions of section 129(3)
of the Companies Act, 2013 and applicable Accounting
Standards and forms part of this Report.

In accordance to Section 129(3)(1) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features of

the financial statement of the Associate Company in
Form AOC-1 (Appendix 'H’) is appended to this Report,
which forms part of the Financial Statements.

1.3 Capital Structure:

The authorised Equity Share Capital of the Company as
on 31 March 2025 stood at 7 323.72 crore comprising
of 64,74,40,000 (Sixty Four Crores Seventy Four Lakh
Forty Thousand) equity shares of 7 5 each.

The paid-up Equity Share Capital as on 31 March 2025
stood at 7 201.69 crore comprising of 40,33,80,000
(Forty Crores Thirty Three Lakh Eighty Thousand)
equity shares of 7 5 each. During the year under
review, there was no change in the authorised or paid
up share capital of the company. Further, the Company
has not issued any equity shares with differential rights
as to dividend, voting or otherwise during the year.

During the year, the Company sub divided it’s 1 (One)
Equity Share of face value of 7 10 (Rupees Ten Only)
each into two Equity Shares of face value of 7 5 (Rupees
Five only) each effective 27 December 2024.

1.4 Dividend:

For the FY 2024-25, the Board of Directors approved
payment of interim dividend as under:

1^st Interim Dividend of 7 23.19 per equity share of
7 10 each (231.90%) amounting to 7 467.72 Crores
approved by the Board on 22 October 2024.

2^nd Interim Dividend of 7 3 per equity share of 7 5 each
(60%) amounting to 7 121.01 Crores approved by the
Board on 08 April 2025.

The Board of Directors has recommended a Final
Dividend of 7 2.71 per equity share of 7 5 each (54.2%).
The Final Dividend if approved by the shareholders,
would involve cash outflow of 7 109.32 Crores.

Thus, the total dividend including final dividend for the
FY 2024-25 would be 7 17.305 per equity share of 7 5
each (346.10%), amounting to 7 698.05 Crores.

1.5 Transfer to Reserves:

During the year under review, the Company does not
propose to transfer any sum to reserves.

1.6 Contribution to the Exchequer:

For the FY 2024-25 your Company’s contribution to
the exchequer by way of Income Tax, GST, IGST on
imports and Custom Duty was 7 2,312.15 Crores.

1.7 Public Deposits:

The Company has not accepted any deposits from
the public and no amount on account of principal or

c) Repair & Refit Projects:

Your company has successfully completed Repair
& Refit projects of one Coast Guard Vessel and
five commercial vessels during FY 2024-25. At
present your Company has participated in tender
for four repair & refit projects (comprising of two
Offshore Patrol Vessels & two Fast Patrol Vessels)
for the Indian Coast Guard.

d) Coast Guard (CG) Project:

Under CG Projects MDL is making 1 training
ship, 6 NGOPVs and 14 FPVs. The contracts for
these projects were signed in October 2023,
December 2023 and January 2024 with total
contract value of 7 2,991 crores. Production of
all the three Projects has already started. These
ships will be built at MDL and at newly developed
facility of Nhava Yard. These ships will perform as
training platform for Coast guard recruits, coastal
patrolling, Ocean surveillance, anti-smuggling and
anti-piracy operations, logistic supports, rescue
operations and to supplement Naval resources.

e) Project Multi Purpose Vessels (MPV) -
Commercial Vessels:

Multi-purpose vessels, or MPVs, are known
for their versatility, flexibility, and capability to
perform across various functions.

MDL has signed an order with M/s Navi
Merchants, Denmark for the construction of
six 7500 DWT Multi-Purpose Hybrid Powered
Vessel at a value of USD 85 million (7 715 Crores)
with an optional clause for four more vessels.

The production of the first three vessels is already
commenced on 24 September 2024, 16 October
2024 & 03 January 2025 respectively.

f) Submarine Project:

The Scorpene Submarines are State-of-the Art
Conventional Diesel Electric Submarines built
by MDL in collaboration with M/s Naval Group
(NG), France. MDL is the only Shipyard in India
which has constructed Conventional Submarines
with two different technologies viz., German SSK
Class Submarines and French Scorpene Class
Submarines. Sixth Scorpene Submarine of Project
75, ‘INS Vaghsheer’ was delivered to the Indian
Navy on 09 January 2025.

g) Offshore Projects:

MDL is also diversifying its business into following
offshore projects. Currently, 03 Nos. Offshore
projects for M/s ONGC are in progress:

1. Part Replacement of Pipeline Project (PRPP)
- MDL has received a NOA (Notification of
Award) for PRPP from M/s ONGC on 07
December 2023 for part replacement of
Subsea pipelines (approx. 44 kms).

2. Discover Small Field-II Project - MDL has
received a NOA (Notification of Award)
for the project DSF-II from M/s ONGC on
08 August 2024 for building new Six (06)
Nos. well Head platforms and modification
of three (03) Nos. of platforms along with
Subsea pipe laying of approx. 200 kms.

3. PRP 8(a) Project- MDL has received a NOA
(Notification of Award) for PRPP 8(a) on 05
September 2024 for Subsea pipe laying
of approx. 59.8 kms. & 17.9 kms. of Piggy
back along with modification to the existing
platforms.

2.2 Capital Projects and their progress

a) Your Company is committed towards up
gradation/modernization of existing facilities
from time to time. The company has taken up
replacement of existing 08 nos. vintage Level
Luffing cranes with new modernized cranes
in a phased manner which is expected to be
completed in August 2027.

b) Your Company has undertaken the work of
manufacture of new Caisson Gate for the East
Yard Dry dock for replacement of existing
old Caisson gate. The replacement of gate is
completed in June 2025.

c) Your Company has taken up setting up a green
field shipyard at its Nhava Yard in phased manner
with short term and long term developments
plan. Short term development shall enable MDL
to facilitate the immediate use of the existing
infrastructure for shipbuilding and ship repair
business whereas long term development is to
facilitate construction of large size vessels and
submarines including major refit and repairs. The
facilities include construction of Dry Dock cum
Wet Basin, Grand Assembly Area, Hard Stands,
provision of Goliath Cranes of 400T, LL Cranes
50T to 120T, Workshops, Stores, offices and
Allied Services.

d) Your Company has taken up development of
newly acquired land parcel of approx. 15 acres
at adjacent MPA land to facilitate construction of
large size vessels and submarines including major
refit and repairs.

e) Your Company is setting up a New Fabrication
Workshop including stores at Alcock Yard in MDL
Premises.

2.3 Other Infrastructure Projects:

For undertaking the construction of advanced and next
generation vessels, MDL has undertaken construction
of a New Floating Dry Dock of 12000T capacity.

Your Company is committed towards up-liftment
of under privileged sections of society and towards
this a skill development hub is being created with
an Apprentice Training School (ATS) and associated
development work at Gavhan village, Navi Mumbai.

2.4 Performance against MoUs:

During the year, MDL had signed Memorandum
of Understanding (MoU) with Ministry of Defence,
Government of India for the FY 2024-25. The MoU
outlines targets and various performance parameters
for the Company. The value of production for FY 2024¬
25 was targeted at k 11,250 Crores against which
achievement of value of production is k 11,196.04
Crores.

During the year FY 2024-25, your Company achieved
a Profit before Tax (PBT) before exceptional items of
k 3,109.20 crore. The import content in Value of
Production for FY 2024-25 is k 1885.61 Crore and for
FY 2023-24 was k 2,414.71 Crores.

2.5 Research & Development (R&D):

The Company’s R&D policy was approved by the Board
in June 2013, following the guidelines issued by the
Department of Public Enterprises in September 2011.
A dedicated committee was established to oversee its
implementation.

MDL for the period under review, pursued targeted
R&D initiatives in collaboration with academic
institutions, start-ups, and MSMEs—not only within the
core defence sector but also in critical areas such as
autonomous underwater technology and sustainable,
eco-friendly transportation solutions.

Further, MDL actively participated in the Government
of India’s iDEX initiative and, in partnership with start¬
ups, MSMEs, and innovators, has taken on several
challenges.

Three major R&D projects were successfully completed
through collaboration with IIT Chennai, and start-ups
within the Tamil Nadu Defence Corridor. These projects
involved the development of Al-powered technologies,
including:

• Al-enabled Computerized Radiography (RT)

• Al-based Robotic Weld Inspection using Phased
Array Ultrasonic Testing (UT)

• Al-enabled Remotely Operated Vehicles (ROVs)

These solutions have been effectively deployed in their
respective domains, with full-scale Al optimization
anticipated as more operational data becomes available.

MDL continues to explore innovative Al initiatives in
partnership with domestic industry, academia, and
start-ups.

ln addition, MDL has developed a state-of-the-art basic
design framework for naval vessels, featuring advanced
and optimized systems for equipment, machinery,
weaponry, and overall arrangement.

MDL has also implemented Product Data Management
(PDM) and Product Lifecycle Management (PLM)
systems for the frigates currently under construction.

The Submarine Division has undertaken focused
R&D initiatives through collaboration with Academic
lnstitutions, Start Ups & MSMEs not only in the
core Defence sector but also other critical areas like
underwater autonomous technology, sustainable &
environment friendly transport solutions etc.

lnnovative R&D projects are currently in progress at
Submarine division not only in the defence sector but
also in the field of energy and other civil applications.
Military products like Expendable Underwater Target
(EUT) and Mobile Target Emulator (MTE) which are
being developed in partnership with the Industry and
are designed to simulate the situation of actual moving
submarine for training purpose and for decoy measures.

MDL has developed lndia’s first Fuel Cell powered
Electric Vessel (FCEV) as a ‘Proof of Concept’. MDL
is also undertaking a few Artificial intelligence (Al)
Projects under R & D viz; Autonomous/ unmanning
of Surface vessels and Optimum utilization of Fuel cell
under Hybrid power management.

Modern marine transport solutions like Hybrid Electric
& Solar boats which can provide sustainable and
environment friendly options have been developed.
Solar Boat has been launched in December 2023. This
Boat can offer a better alternative to conventional diesel
boats. The R&D team has also developed prototype of

Lithium Ion Battery system for Submarine in collaboration with M/s QMAX as technology partner.

In addition to the above, MDL is actively participating in iDEX initiative of Govt of India and in collaboration with
Start-ups/ MSMEs/ Innovators has already accepted various challenges like Autonomous Underwater Swarm Drone,
Development of Steering console for maneuvering of Underwater platform, Design & Development of Submersible Boat
etc.

Your Company has spent approximately 5.06% of the PAT towards R&D expenditure during the FY 2024-25. The various
projects undertaken under R&D are elaborated in Appendix 'F’.

In order to promote R&D, your Company has joined hands under CSR with IIT Bombay, IIT Madras, IIT Hyderabad and
IIT Indore. MDL has supported following five research projects with IITs under CSR.

2.6. Indigenization & Make in India:

a) Strong Commitment to Indigenisation: MDL has

consistently demonstrated a firm commitment
to advancing indigenisation, in line with the
vision of the Hon’ble Prime Minister’s Make-in-
India and AtmaNirbhar Bharat initiatives. Since
the establishment of a dedicated Indigenisation
Department in October 2015, MDL has actively
collaborated with Indian industries to develop
indigenous alternatives to imported components.
To-date, a total of 74 major systems and
components for ships and submarines have been
successfully indigenised, a majority of which were
developed in partnership with MSMEs.

b) Key Indigenous Development Initiatives of
MDL includes:

• Electric Propulsion Motor (EPM) critical
for submarine propulsion - Concept
finalized; Design and Development is in
progress;

• Controllable Pitch Propeller (CPP) &
Shaft System, converts engine power into
propulsion - Development of the system is
in progress; and

• Helicopter Fire Fighting System (HFFS)
ensures on-board Helo-deck safety -

Development of the system is in progress

c) MDL Innovation Program (MIP): MDL has

introduced its own in-house innovation scheme,
the MDL Innovation Program (MIP), mirroring the
Ministry of Defence’s iDEX initiative. The program
is administered by the Indigenisation Department
and has a dedicated funding allocation of 7 10
Crores for the period 2024-2027. It is aimed
at providing financial assistance—up to Rs One
Crore per project—to start-ups, MSMEs, academic
institutions, industry professionals, and partner
incubators to foster indigenous development.

d) Success Stories under Innovation in Defence
Excellence (iDEX) DISC-6 : As a proof of concept
under the iDEX DISC-6 Challenge, MDL has
indigenously developed the Steering Console
for Midget Submarines. This critical system
is responsible for controlling the submarine’s
movement in all three dimensions by managing
the Rudder and Diving planes.

e) Ongoing Projects under Innovation in Defence
Excellence (iDEX) DISC-10: MDL is actively
contributing to the iDEX DISC-10 initiative with
projects aimed at indigenising key submarine

technologies such as the Sonar Beacon, Windlass
& Capstan, and Digital Bearing Time Device.
These items are currently under development.

f) Contribution to the Positive Indigenisation List
(PIL): MDL has made a substantial contribution to
the Ministry of Defence’s Positive Indigenisation
List (PIL) by submitting 1,024 items. Out of
these, 24 items have already been indigenised,
while the rest are in various stages of Research,
Design, and development.

g) Outreach and Industry Engagement: In its efforts
to promote indigenisation and enhance industry
participation, MDL also conducted a seminar
through the SRIJAN Portal on 26 November
2024. The event served as a platform to share
information, invite industry collaboration, and
discuss future opportunities in indigenous
development of Naval equipment and system
components.

h) MDL remains committed to strengthening India’s
Defence manufacturing ecosystem by fostering
innovation, supporting MSMEs, and reducing
dependency on imports through focused
indigenisation initiatives.

i) Indigenization of Submarine Equipment: MDL
has proactively pursued indigenous development
for items/ equipment of foreign OEMs for
conventional Submarine. 51 out of total 174
Submarine equipment have been indigenized.
35 items are being developed by Indian Navy,
balance 88 are under various stages of tendering/
scrutiny, out of which Project Sanction Order
(PSO) for 42 items have been issued including
Main Electric Propulsion Motor.

2.7 Quality Assurance

a) Quality Management System (QMS)

MDL has obtained & maintained QMS as per
ISO 9001 Standards since 1998 onwards. Your
Company is committed to implement Quality
Management Systems (QMS) as per ISO
9001:2015 standard. A total of 55 Lead Auditors
and 65 Internal Auditors were trained for carrying
out the Internal Audits for sustenance of QMS in
Shipbuilding Division.

As a part of sustaining QMS as per ISO
9001:2015 Standard, 1st Surveillance Audit of
Shipbuilding Division including Nhava and Ship
Repair & Refit was carried out successfully from
10 to 14 February 2025 by M/s International
Certification Services Pvt Ltd (ICS).

Renewal Audit for Submarine Division as per
QMS ISO 9001:2015 was conducted from 24
to 26 April 2024 and successfully completed
with ‘NIL’ Non-conformity reports by M/s
ICS (International Certification Services Pvt
Ltd) with the scope of “Design, Development,
Construction, Refit, Test & Trials of Submarines”.
Based on audit results, M/s ICS has certified
that Quality Management System of Submarine
Division has been assessed and registered as
complying with the requirements of International
Standard ISO 9001:2015.

b) Quality Concepts

5S (Work Place Management System)

MDL has implemented 5S (Workplace
Management System) in the 21 Workshops/
Stores/Offices and carried out internal audits
regularly. As a part of sustaining 5S certification,
all 21 workshops/offices/stores were re-certified
through external agency.

c) Quality Circles (QC)

Quality Circle movement was started in October
2004. In a span of 20 years, MDL has developed
QC in various Shops/Sections/Projects. They
are actively working in their respective areas &
solving their respective work related problems
proactively. QC teams from MDL presented their
case studies in Chapter Convention on Quality
Concepts (CCQC-2024) and 38th National
Convention on Quality Concepts (NCQC-2024)
and have won various awards in the FY 2024-25
as mentioned under Awards and Recognition.

d) Technology Advancement in Quality control &
Assurance

India has caught up with the Industry 4.0 trends
and MDL is not far behind in incorporating the
best practices. Design and development in

the field of Robotics, Machine Learning, Data
Analytics, Big Data has started and is in different
stages of maturity. MDL has implemented the
following new initiatives in the field of Quality:

1. With the implementation of AI-

Enabled Weld Inspection Machine
with Computerized Radiography-(AI-
RT) & Advanced TFM/FMC Ultrasound
Technique-(AI-UT) MDL has increased the
use of more environment friendly imaging
plate film reducing the conventional
process of film processing with chemical.
Along with these system various other QA

4.0 advancement are either implemented
like Parikshan Portal for online Inspection,
QR code compartment inspection or in
process of implementation i.e. PAUT for UT
& other methods.

2. To enhance skill and expertise within the
QC team, targeted training programs
were organized. As a result of these
initiatives, three personnel successfully
cleared the level III certification in
different methods, one achieved NACE
level I certification. On similar line
various certification course as per ISO
9712, ISO 13805, Coating Inspector as
per NACE, Certified welding Inspector
as per TWI etc. are already scheduled
as a reflection of the organizations
commitment to continuous learning and
professional growth.

3. Vacuum test was implemented at the shop
level as a quality control measure to ensure
the integrity of tanks and to enable detect
any potential leaks. This testing method
involves creating a vacuum inside the tank
and monitoring pressure levels to identify
any loss that would indicate a leak. By
incorporating an additional activity of this
new test into the production process, early
detection of defects is now possible prior to
erection stage of units under construction.

4. MDL QC teams also actively participated
in National and International level
conferences.

!.8 Information Technology

Your Company has completed the following activities
during the year:

a) Cyber Security of Internet PCs as per CIRA
guidelines

The guidelines have been received from MoD-
Cyber Security Operation Centre (CSOC) for
implementation of CHAKRAVYUH solution to
ensure the automated audit response of Defence
Industries Network Endpoints of internet enabled
PCs/ laptops of DPSUs at CSOC.

Accordingly, the following actions were
completed in time bound manner:

1. Procurement of Chakravyuh Servers along
with its installation was completed in
November 2024.

2. The Cyber security posture ensured by
migrating of all internet facing machines
(241 No.) to MAYA OS in February 2025.

b) MoD guidelines related to Information Security
are complied as and when received from the
authority.

c) MDL has successfully completed 2nd Surveillance
Audit ISO/IEC 27001:2013 in October 2024.

d) Targets set and achieved for 2024-25

• Cyber Security Audit for VAPT of Business
Application Servers & Physical Audit of the
Computers: - Completed from September
2024 to December 2024.

• Implementation of Vigilance Management
System (e-Vidhan): -

The existing manual vigilance system has
been migrated to IT driven system with the
theme ‘Increasing Transparency through
use of Technology’ of Central Vigilance
Commission.

The various procedures of Vigilance Dept.
such as Action on Investigation Report,
Annual Property Returns, Complaint
Register along with the required reports
have been implemented in e-Vidhan
Module which is integral part of in SAP ERP

6.0 (ECC system).

• The existing IT infrastructure of Servers/
Storage/ Backup/ VM (Make-Fujitsu) at CIT
domain was procured in Year 2016 under
CAPEX which hosts critical MDL business
applications like SAP, Emailing, AD, file
server, etc.

• In order to overcome the challenges
of oversized/ under sized data storage
followed by the scale up requirement
and technological obsolescence, the
procurement of this critical requirement
with OPEX model has been initiated
wherein the IT infrastructure is procured as
a service.

• SAP QM Inspection Module enhancement
for SB Division: This development
successfully completed in January 2025
which ensured for availability of inspection
status on real time basis across the ongoing
projects.

• SAP configuration for auto deletion of PR’s
which are not processed for RFQ/ tendering
within 6 months from PR creation date:-
Activity completed in February 2025. This
ensured for data quality and consistency by
data cleansing activity.

2.9 Procurement from MSMEs

Your Company is complying with the Public Procurement
Policy for Micro and Small Enterprises (MSEs) Order,
2012. According to which, minimum 25% of the total
annual procurement is to be made from MSEs. During
the FY 2024-25, your Company has achieved 34.32%
procurement from MSEs.

During the FY 2024-25 your Company had conducted
2 and participated in 2 Vendor Development Programs
exclusively for MSEs owned by SC/ ST and Women
Entrepreneurs. To further enhance the vendor
base, your Company had participated in 8 online/
offline National level programs conducted by MSME
Development Institute (DI), State Directorates, NSSH
and industry associations such as DICCI, FICCI, CII, etc.

2.10 Marketing Initiatives and Exports:

During the FY 2024-25, MDL participated in Africa
Aerospace and Defence (AAD)-South Africa, Asian
Defence & Security Exhibition(ADAS)-Philippines,
EXPO Naval-Chile, Vietnam International Defence
Expo(VIDEX)-Vietnam and Naval Defence & Maritime
Security Exhibition (NAVDEX)-UAE as an exhibitor for
marketing and business promotions.

Further, MDL was also part of Ministry of Defence,
Government of India/FICCI/SIDM led delegation
and participated in the seminars organized by High
Commission/Embassy of India in Australia, Romania,
Indonesia, Mozambique, UAE, Vietnam, Kazakhstan,
Saudi Arabia, Malaysia, DR Congo and Oman.

The above exhibitions/seminars have immensely helped
in showcasing MDL’s capabilities and technical strength
in Warship Building and Submarine construction. The
exhibitions were successful in projecting the image and
capabilities of India in the Defence production sector in
general and Warship/Submarine building capabilities in
particular. MDL had obtained various leads for potential
future projects.

During the exhibitions/seminars, MDL also interacted
with the Armed forces/ Navy representatives of various
countries and showcased Indian shipbuilding capacities
and capabilities.

Your company has been awarded an order for
Construction of additional 03 Nos. Dry Cargo Ship
(7500 Tons) by M/s Navi Merchants, Denmark in
addition to existing order for similar 03 Ships.

Your company has the capability for Refit, Overhaul and
Life Extension of Ships & Submarines. MDL intends to
tap the global ship repair market for both Naval and
Commercial Ships and Submarines in future. Your
company has also bagged an order for Inspection of
Pipes & Valves from M/s BHIC Submarine Engineering
Services Sdn. Bhd. Malaysia.

In addition to above your company has also been
awarded contract for Maintenance Repair & Overhaul
(MRO) 01 No. MI 17 Helicopters of Nepali Army in
addition to earlier similar order.

Further, your company has also signed Memorandum
of Understanding (MoU) with Asyad Drydock Company
(ADC), Oman for collaboration on new build / repair of
Commercial and Defence platforms.

2.11 Health Safety & Environment Management System:

Your company has been conferred with “Certificate
of Registration” for its integrated Health, Safety
& Environment Management System (HSEMS) in
compliance with ISO 14001:2015 and OHS AS
18001:2007 w.e.f. April 2019. The Certificate is issued
by M/s KBS Certification, a firm accredited by Joint
Accreditation System of Australia and New Zealand
(JAS-ANZ), a member of the International Accreditation
Forum (IAF).

MDL having qualified the above standards has joined
the exclusive club of companies, committed to
sustainable development by continual improvement in
performance towards Health, Safety & Environment in
their operations/ processes. This qualification fortifies
MDL’s credibility in all its functioning and future
business prospects.

The standard OHSAS 18001:2007 was upgraded to
ISO 45001:2018 w.e.f. September 2021. Accordingly,
MDL has successfully completed the transition of its
HSEMS system from OHSAS 18001:2007 to ISO
45001:2018 in September 2021. The Current HSEMS
Certification is valid till July 2025. Revalidation of the
HSEMS Certification is under process.

3. Human Resource Development:

Your Company has been putting emphasis on the overall
growth & development of Human Resources and is
committed to continue its relentless efforts in updating
the competencies of its employees through exposure to
various Learning & Development programs organized

by Institutes of National Importance and through
sponsoring function based Seminar/Conferences/
workshops. Besides, in order to ensure smooth supply
of skillsets for Company’s requirement and shipbuilding
industry, various Training Programs Viz. Trainings of
Trade Apprentices under the Apprentices Act, 1961,
BOAT Apprentices and Marine Engineering students
under the aegis of DG, Shipping at the Company’s
run Apprentice Training School have regularly been
organized.

a) In house Training session of 03 batches on ‘5S &
6 SIGMA and Kaizen’ Organised for employees
wherein around 108 Non-Executives actively
participated.

b) In today’s digital world, Cyber Security plays a
pivotal role in terms of sensitivity and security
of information. In order to address the above,
Training sessions on Cyber Security Awareness
organised through external faculty and internal
faculty. 07 sessions were organised for employees
wherein 340 executives, 77 Non-Executives and
135 contract employees actively participated.
Further, 03 online sessions were conducted
wherein 296 executives actively participated.

c) An in-house capsule program comprising ‘Health’,
First Aid, ‘Safety’ & ‘Fire Fighting’ was developed
and conducted. Around 48 programs were
conducted on the said topics and around 722
Executives and 2012 Non-executives employees
were trained. Also, 735 contract employees,
outsourced employees and apprentice trainees
were provided training.

d) Induction Training programme of 04 weeks were
conducted for 51 newly recruited Executives.

e) Various in house Training programmes were
organised on wealth management, Direct
and indirect taxation and financial investment
wherein 14 Training Sessions were organised and
total 273 Executives and 186 Non Executives
and 185 contract employees participated.

f) A capsule programmes on “Retirement Planning”
for the retiring employees and their spouse
were conducted. 191 employees along with
their spouses participated. The said program
encompasses 04 aspects of ‘Diet Management’,
‘Wealth Management’, ‘Stress Management’ and
‘superannuation benefits’.

g) MDL being a DPSU, Information Security is
a highly sensitive issue in the current times. In
order to restrict vulnerability of the information

and to sensitise the employees 09 sessions on
“Security Sensitization” were conducted in¬
house, benefiting around 571 employees.

h) A customised programs consisting of 13
sessions on ‘Design Thinking, Strategic Thinking,
Leadership presence, Leadership skills, Stress
management, Work life balance, Business
Communication Skills & Presentation Skill’ were
conducted for 345 Executives.

i) In order to ensure safety and dignity of women
employees, MDL had conducted two sensitization
programs on ‘Prevention of Sexual Harassment
of Women at Workplace’ (POSH). Wherein
122 Executives and 254 Non-Executives had
participated in the said program.

j) Various training programs for Women employees
Training on ‘Women Empowerment’, ‘Health’
and ‘Suraksha Bandhan’ was conducted wherein
840 women employees participated. On the
occasion of Women’s Day, MDL had organized
various outreach activities for women Executives
including outsourced women employees. These
programmes were aiming to empower the women
employees in MDL.

k) In order to spread awareness on Procurement,
various training programs on Commercial
procedures, procurement through GeM portal
and Public procurement was organised, wherein
04 sessions were organised and 224 Employees
have undergone the Training.

l) A customized training program on “Preventive
Vigilance” were conducted wherein 225
employees actively participated through 05
sessions.

m) 01 program on Intellectual Property Rights (IPR),
through External faculty to create an IPR driven
Innovation Culture wherein 119 employees were
trained.

n) With view to develop standardisation in
production, ISO Awareness and HSE Awareness
(under Soch Badlo Initiative) Programmes were
conducted wherein 82 Executives and 542 Non¬
Executives participated in 14 sessions.

o) As per CVC directives, 05 core subjects were
identified such as Cyber Hygiene & security,
System & procedure organization, Ethics &
Governance, Public procurement and Role of
IO & PO to train the trainers under Capacity

Building programme. Five in house programmes
were conducted wherein around 204 Executives
participated and potential trainers were identified
for carrying out training outside MDL.

p) Training Sessions on ‘Enterprise Risk Management’
exclusively for Executives were organised wherein
88 Executives attended through 04 Sessions.

q) 07 sessions on YOGA were carried out for
employees for understanding the importance of
Physical and Mental health. Total 180 employees
were trained under this initiative.

r) 09 sessions on Hindi Karyashala were conducted
for employees, wherein 124 participants were
trained.

s) 03 sessions on Microsoft Excel, PPT and Word
were conducted wherein 36 employees were
trained.

t) An application ‘e-library’ was developed on MDL
Intranet Portal for knowledge sharing, wherein
all employees can contribute with e-books/
Journals/Magazines/Articles to be read by all
other employees.

3.1 National Integration:

Your Company has undertaken a number of measures,

which have immensely facilitated towards National

Integration. Some of these activities are enumerated

below:

a) MDL follows necessary directives of the
Government in so far as recruitment of SCs/STs/
OBCs/PWDs and Minorities.

b) Observes 'Quami Ekta Diwas' every year and
extends financial assistance. This amount is
primarily spent towards those children, who
become destitute and orphan in communal, caste,
ethnic or terrorist violence for care education and
training for effective rehabilitation.

c) Taken sincere efforts in bringing the backward and
downtrodden of the society in the mainstream
through various CSR initiatives in the field of
Health, Sanitation, Skill Development, Rural
Development, Education and Rehabilitation etc.

d) Empowered women through various measures
such as Learning and Development initiatives,
Committee on WIPS and through Internal
Complaint Committee (ICC) for redress of
complaints of Sexual Harassment.

3.2 Welfare Activities

Your Company values its Human Resources the most.

In order to keep their moral high, apart from statutory

Welfare measures. MDL also extends several other

voluntary Welfare Activities these are as under:

a) Life Insurance Coverage:

Company has made a customised scheme
i.e. Group Savings Linked Insurance Schemes
(GSLIS), which provides financial assistance in
case of untimely death (accidental/illness) of an
employee while on duty. Besides this, Group
Personal Accident Insurance Scheme (GPAIS)
has also been in place, which provides 24 hours’
coverage for compensation in the event of an
accident of an employee resulting in death or
permanent/partial disability.

b) Medical Scheme:

All the serving employees, including their

dependent family members, are covered under
the Medical scheme. Hospitalization claims of
around 7 55.23 Crore were disbursed towards
treatment to the employees and their dependent
family members during the FY 2024-25.

c) Funeral Expenses:

If any permanent employee of MDL expires for
any reason whatsoever, while in employment;
a non- refundable financial assistance of

7 20,000/- (Rupees Twenty thousand only) is
given to the next of kin of the deceased employee
towards funeral expenses.

d) Death Benefit Scheme:

a) The contribution of employees, in case
of death of a fellow employee due to
accident in the premises of the Company
will continue to be 7 50/-per head and the
company grants a matching contribution
and the total amount so collected is handed
over to the next of kin of the deceased
employee.

b) The contribution of employees in case of
death of a fellow employee due to natural
causes and other than as mentioned above
is 7 25/- per employee and your Company
grants a matching contribution and the
total amount so collected is handed over to
the next of kin of the deceased employee.

e) Other Welfare Activities:

Your Company also provides number of

welfare measures viz., Onsite Dispensary and
Occupational Health Centre, Hospitalization,
Wellness Centre, Onsite Gym & Club, Uniform,
Monsoon Gears, Canteen Facility, Incentive for
acquiring higher qualification, Scholarship to
Unemployed Wards of Employees etc.

f) Financial assistance to legal heir in the event of
death in harness:

Financial assistance of total 7 10,50,000/- was
given to the beneficiary of 02 deceased non¬
executives in death in harness during the FY
2024-25.

Superannuation Benefits to Ex-employees

1. Post-Retirement Medical Scheme (PRMS):

Your Company has Post-Retirement
Medical Scheme to provide medical
facilities to the retired employees and
their spouse. The Scheme is administered
through a Health Service Benefit Provider
and is funded directly by MDL. In terms
of the Scheme, expenses incurred beyond
the stipulated ceiling is also provided in
case of critical diseases. MDL also provides
medical expenses to Executives retired
before 2007 and Non-Executives retired
before 2006 as per extant Scheme.

Your Company has facilitated Group
Personal Accident Policy covering all
active employees (Executives and Non¬
Executives).

2. Executive’s Superannuation (Pension)
Scheme

Defined Contributory Superannuation
(Pension) Scheme is in operation for
Executives which is in line with the
Department of Public Enterprise’s Pay
Revision Guidelines, operated through
NPS. MDL contributes 10% of Basic pay
and DA to the Superannuation Pension
Fund whereas minimum 3% contribution is
made by the employees which is credited
to National Pension Scheme.

3. Non-Executive’s Superannuation

(Pension) Scheme

Defined Contributory Superannuation
(Pension) Scheme for Non-Executives is
also operational in MDL similar to Pension
Scheme for executives. The pension
scheme is operated through NPS. MDL

contributes 5% of Basic pay and DA
to the Superannuation Pension Fund
whereas similar contribution is made by the
employees which is credited to National
Pension Scheme.

4. Group Personal Accident Scheme (GPA)

Company funded Group Personal Accident
Scheme (GPA) is operational in order to
provide compensation towards accident/
injury of any Permanent/ Fixed Term/
Apprentice/ Outsourced employee as well
as visitors in MDL.

5. Significant step is taken in providing PPOs
to retiring employees on the day of their
retirement under the scheme PRAYAAS
implemented by EPFO. Help desk has been
set up under the concept of “Pension Mitra”
to assist employees for getting pension.

3.3 Manpower and Reservation of Posts for SCs/STs:

a) The Company has been following Presidential
Directives of the Government with regard to
reservation of posts for SCs/STs in recruitments.

b) Total Manpower strength as on 31 March 2025
is at 6039 (including functional directors) out

of which the number of persons on Fixed Term
basis was 3385 of the total strength, 87 are
Ex-servicemen, 886 are of Schedule Caste and
531 are of Scheduled Tribes. The percentage
of Scheduled Caste and Scheduled Tribes in
respect of Employees was at 14.68% and 8.79%
respectively.

c) Number of persons on Fixed Term basis as on 31
March 2025 is 3385 out of which 465 belong
to Scheduled Caste and 300 belong to the
Scheduled Tribes category.

Details of the statement showing position regarding
representation of Schedule Castes and Schedule Tribes
in various categories of post on 01 January 2024 and
01 January 2025 is annexed at Appendix 'A’.

3.4 Employment of Women:

As per the recommendation No.51, Para (ii)(a) of the
National Commission for Women (NCW) in its Annual
Report for the year 1995-96, the employment position
of Women as on 31 March 2025 is given below as
directed by the Ministry of Defence, vide their letter
Nos. 39(6)/99/D(B&C), dated 27 August 1999.

Note: MDL being a heavy engineering industry, the
number of women applying in various trades and
disciplines against vacancies notified is low.

i) Executives

iii) Nnn-FYernHves (Staff)

As on 31 March 2025, out of 6040 employees, 5/96 constitutes male ana 244 constitutes females. i nere are no

transgender employees.

3.5 Persons with Disabilities (PWD) as on 31 March 2025:

The total number of physically challenged employees as on 31 March 2025 was 126 and its percentage to total employees

/—\ i i - Q 0/

HI- Hearing Impaired, LD-Locomotive Disability, Vl-Visually Impaired.

3.6 Industrial Relations:

a) Industrial relation scenario during this period was cordial and harmonious. There were no man-hours loss on
account of Industrial conflict. In the absence of a recognized Union, efforts were made to resolve issues of mutual
concern through deliberations with the Unions on the Bargaining Council and other Unions.

b) The Meetings with the Unions on Bargaining
Council were conducted on regular basis anc
issues of mutual concerns like Safety Precautions
Recruitment of Fixed Term employees etc. were
settled through bilateral negotiation process
Industrial Relations & Labour situation at MDL
Mumbai is normal and peaceful.

3.7 Reservation for SCs/STs/OBCs:

Your company has been observing all the Governmen
directives and instructions issued from time to time
on reservation of posts for SCs/STs/OBCs. All the
rosters of SC/ST/OBC/PWD are maintained, which i;
inspected by the respective Liaison Officer from time to
time and perused by the SC/ST Unions also. Detailed
statistics regarding the total number of employees
number of women employees, recruitment made
during the calendar year 2024 and the representation
of SCs/STs/Ex-servicemen as on 01 January 2025 are
given at Appendices A, B & C to this Report.

3.8 Grievance Redressal Committees for SCs/STs:

Weaker sections of the society are given adequate
protection in the form of just and equitable treatment a~
the hands of employer. To ensure the same, a separate
“Grievance Redressal Cell” has been constituted for SC/
ST employees. A quarterly meeting of representatives o
SC/ST is held with Director (CP&P) wherein grievance;
related to SC/ST are discussed and resolved.

3.9 Report on Sexual Harassment under the Act.:

In compliance with “The Sexual Harassment of Womer
at Workplace (Prevention, Prohibition and Redressal
Act, 2013”, our organisation has established an Interna
Complaint Committee (ICC) to address and redres;
complaints related to sexual harassment. During the
period 2024-25 ICC did not receive any complain
related sexual harassment at work place.

Number of complaints received during the financia
year- NIL

Number of complaints disposed off - NA

Number of complaints pending for more than 90 days
NA

To promote awareness and prevention, your Compan
conducts regular Awareness programs, utilize prin
and digital media and engage external agencies fo
employee training on appropriate behaviour and
prevention of sexual harassment.

3.10 Compliance with the Maternity Benefit Act, 1961:

Company is fully compliant with the Maternity Benetr
Act, 1961.

4. Awards and Recognitions:

The awards won in the year 2024-2025 are as under:

a) 23 Quality Circle teams from MDL presented
their case studies in Chapter Convention on
Quality Concepts (CCQC-2024) hosted by M/s
Quality Circle Forum of India, Mumbai Chapter
held on 28 & 29 September 2024. Out of 21
QC teams won Gold (highest) Award and 02 QC
teams won Silver Award.

Special Awards Won by MDL QC teams at
CCQC-24.

• 1st Prize in “Poster” “Poem” and “Essay”
Competition

• 3rd Prize in “Slogan” Competition

• “Best of Best QC Team of the day Award”

• “Certificate of Excellence for NAVRATNA
Status”

• “Corporate Patronage Excellence Award”

b) 20 QC teams from MDL had participated in
38^th National Convention on Quality Concepts
(NCQC - 2024) hosted by M/s Quality Circle
Forum of India held at ABV-IIITM, Gwalior from
27 to 30 December 2024. Out of 20, 14 QC
teams won “Par Excellence” Award and 06 QC
teams won “Excellent” Award.

c) Four Quality Circle teams, Parivartan, Ganaji,
Eagle Eye and Anurakshak Participated in ICQCC
at Sri Lanka, Colombo from 11 to 14 November
2024. All the QC teams prepared well and shown
outstanding performance in the International
Convention and all teams won Gold Award.

d) SODET and M/s. BEML Ltd jointly organized
National Level Quality Circle Competition (QCC
for DPSU) from 21 to 22 November 2024 held
at BEML Mysore, Karnataka. 03 QC teams from
MDL had participated in SODET QCC and 02 QC
team won the gold award and one QC team won
Silver award

e) Official language Magazine 'Jaltarang' published
by MDL was awarded First prize on 17 July
2024 by Mumbai TOLIC (Town Official Language
Implementation Committee).

f) MDL was awarded the Rajbhasha Samman Shield
for excellent Hindi work by Rajbhasha Academy
Institute on 30 August 2024.

g) MDL’s in-house magazine 'Jaltarang' was selected
as the best magazine and its Corporate Film was

awarded best CSR Film by Ashirwad Rajbhasha
Sansthan and awarded the first prize on 27
September 2024.

h) MDL was awarded the Rajbhasha Samman Shield
for excellent Hindi work by Official Language
and Management Development Institute on 19
November 2024.

5. Official Language Implementation Activities

a) Hindi Diwas/Week/Pakhwada/Month

Hindi Diwas was celebrated in MDL on 14
September and Hindi Pakhwada was celebrated
from 16 September 2024 to 01 October 2024
in which Hindi typing, Quiz, Translation, Hindi
essay, Story-telling, Poetry-reading, Crossword,
Slogan and Singing competitions were organized.
Separate competitions are organized in MDL
for Hindi speaking and non-Hindi Speaking
Executive and Non-Executives. A program on
singing competition was organized which started
with the lighting of the lamp by the CMD.

b) Under the Hindi Teaching Scheme, a total Number
of 26 Executives and Non-Executives passed
the Pravin, Pragya and Parangat examination in
November 2024 Session.

c) A grand event on Official Language Seminar was
organized in the MDL premises on 29 January
2025, under the aegis of TOLIC during the FY
2024-25.

d) Information related to Hindi implementation was
given to the newly selected Executives in MDL
through Hindi workshop on 28 March 2025.

e) In order to enhance implementation of Hindi
language, MDL management has installed 06
digital boards of “Aaj ka shabd’’ and Aaj ka Vichar"
at important places of the company and apart from
this, Management has also approved to install 05
Hindi digital boards in major departments.

f) An incentive award of 7 5000/- is given to officers
and employees who do the maximum typing
work in Hindi through Unicode on Computers.

g) An Executive has been nominated as Hindi
coordinator in each department of MDL for
smooth implementation of Hindi.

h) Hindi Notings have been compiled on the intranet
portal of MDL for the promotion of Hindi.

i) Daily “Suvichar” are uploaded on MDL’s intranet
portal.

MDL has a well-established vigilance departmer
which carries out preventive, participative and punitiv
vigilance, suggests Systemic Improvements based o
the investigation of the complaints/ spot checks/ CT
type examination and also ensures that integrity
maintained in all functions of the organization.

Major activities carried out by Vigilance Departmen
are as follows:

a) Preventive Vigilance:

During the period, 11 surprise/ spot check
6 CTE type intensive examinations wer
carried out across the company and thereafte
6 suggestions/ corrective measures wer
recommended for Systemic Improvements an
the same were promulgated through Circulars b
the Directors concerned. Further, 59 complaint
were handled during the period 1 CAG Aud
and 27 Internal Audit Reports were scrutinized.

b) Vigilance Awareness Week (VAW):

Following programs were conducted during th
Vigilance Awareness Week (VAW):

Precursor to VAW 2024 - Capacity buildin
programs on related topics were undertake
during the 3 months’ period (16 August 2024 t
15 November 2024).

Vigilance Awareness Week commencing o
28 October 2024 was observed on the them
“Culture of Integrity for Nation’s Prosperity

The digital version of MDL’s In-house Vigilanc
Journal “Sucharita (Vol. XXVII)” was release
during the Inaugural function and a skit on th
Theme of VAW - 2024 was also performed.

Inhouse activities like Essay, Slogan, Poster, Qu
competitions, Street plays were organized t
create awareness about Vigilance.

Outreach activities like Drawing, Essa
Slogan, Poetry writing, running relay and othe
competitions were also carried out. Gram-sabh
was arranged for creating awareness abou
Corruption citizens at Vani village in Nashik whic
received a good response. Drawing competitio
was also conducted at National Skill Trainin
Institute (Women), Mumbai.

Sensitization programs on Vigilance Awarenes
and Preventive Vigilance were organized fo
MDL employees so as to create awareness fo
eradicating corruption.

7.1 Corporate Governance

In terms of Regulation 34 read with Schedule V of SEBI
(LODR) Regulations, 2015 and the DPE Guidelines, a
report on Corporate Governance for the year ended
31 March 2025 has been prepared and annexed to this
Report. The Company’s Secretarial Auditor has issued
a certificate on Corporate Governance and the same
is appended to the Corporate Governance Report at
Appendix 'D’.

7.2 Implementation of Right to Information (RTI) Act,
2005

Under the Right to Information (RTI) Act, 2005, to
facilitate provision of information to the citizens
requesting for the same, your Company has evolved
necessary structure by designating officers as
Assistant Public Information Officer, Public Information
Officer and Appellate Authority for the purpose of
implementation of the Act in the Company. During the
FY 2024- 25, the Company received 130 applications
and 24 first appeals though online/offline mode. The
information/ replies sought for were duly furnished.
The Quarterly Returns are being uploaded on the
Central Information Commission’s (CIC) website.
Proactive disclosures of information were updated on
the website of MDL under RTI Link as directed by CIC

7.3 Meetings of the Board

During the FY 2024-25, the Board of the Company
met 8 (eight) times on 29 May 2024, 19 June 2024,
23 July 2024, 14 August 2024, 22 October 2024, 05
November 2024, 16 January 2025 and 07 February
2025 respectively. Further details with regard to
meetings attended by each Director are available in the
Corporate Governance Report at Appendix 'D’.

7.4 Company’s Policy on Directors Appointment and
Remuneration

As your Company is a Central Government Public
Sector Enterprise (CPSE), the appointment, tenure
and remuneration of Directors (Functional Directors
including the CMD) are determined by Government
of India through Search & Selection Committee of the
Public Enterprises Selection Board (PESB), the terms
and conditions of appointment, including the period of
appointment, the scale of pay and other entitlements
are notified by the Government of India.

The Ministry of Defence (Administrative Ministry)
appoints the Government Nominee Director and they
are not entitled to any remuneration or sitting fees.

The Non-Executive Independent Directors are
appointed by the Government of India and they
are entitled to sitting fees for attending the Board/
Committee meetings as prescribed by the Board in
accordance with the statutory rules and regulations.

Pursuant to exemption granted by the Ministry of
Corporate Affairs, vide Government of India’s Gazette
Notification No GSR 463 (E) dated 05 June 2015,
your Company, a Government Company, is not
required to frame a Policy on Directors’ appointment
and remuneration including criteria for determining
qualifications, evaluation etc., as per section 134(3)(e)
of the Companies Act, 2013.

7.5 Board Evaluation

Pursuant to exemption granted by the Ministry of
Corporate Affairs, vide Government of India’s Gazette
Notification No GSR 463 (E) dated 05 June 2015,
the statement indicating the manner in which formal
Annual Evaluation has been made by the Board of
its own performance and that of its committees and
individual Directors is not required for your Company,
as the performance of Directors is evaluated by the
Administrative Ministry.

7.6 Changes in the Board of Directors and Key Managerial
Personnel

The following changes took place in the Directorship of
the Company during the year under review: -

Shri. Amit Satija, Joint Secretary (DIN: 08989543) was
appointed as the Government Director (Part Time
Official Director) w.e.f 14 August 2024 in place of Shri.
Anurag Bajpai, Additional Secretary (DIN: 08948155).

Cdr. Jasbir Singh, IN (Retd.), Director (DIN: 08556592)
ceased to be a Director due to retirement on 31
October 2024.

Shri. Rajeev Prakash, Joint Secretary (DIN: 08590061)
was appointed as the Government Director (Part Time
Official Director) w.e.f 10 December 2024 in place of
Shri. Amit Satija, Joint Secretary (DIN: 08989543).

Shri. Mallikarjunarao Bhyrisetty, Non-Official
Independent Director (DIN: 06557777) ceased to be
an Independent Director w.e.f 24 December 2024 on
completion of his tenure on 23 December 2024.

Smt. Neeru Singh Jagjeet Kaur, Non-Official
Independent Director (DIN: 09449410) ceased to be
an Independent Director w.e.f 27 December 2024 on
completion of her tenure on 26 December 2024.

Shri. Sanjeev Singhal, Director (Finance) (DIN:
07642358) of the Company, holding Additional Charge

of Chairman and Managing Director ceased to be
Director due to superannuation from the services of
the Company on 28 February 2025.

Shri. Biju George, Director (Shipbuilding) (DIN:
09343562), was conveyed the additional charge of the
post of Chairman & Managing Director of the Company
by MOD till the appointment of Capt. Jagmohan (Retd.)
as Chairman & Managing Director w.e.f. 21 April 2025.

Shri. Ruchir Agrawal (DIN: 10166533) was appointed
as Director (Finance) on the Board of the Company for
a period of five years with effect from 07 March 2025.
Shri. Biju George, Director (Shipbuilding) ceased to hold
the additional charge of the post of Director (Finance)
of the Company which was assigned to him w.e.f. 01
March 2025.

Cmde. S B Jamgaonkar, (Retd.) (DIN: 11017821),
was appointed as Director (Submarine & Heavy
Engineering) on the Board of the Company w.e.f. 25
March 2025 till the date of his superannuation i.e. 30
April 2027 or until further orders, whichever is earlier,
Cdr. Vasudev Puranik, IN (Retd.) held the Additional
Charge of Director (Submarine & Heavy Engineering)
w.e.f. 28 May 2024 till 24 March 2025.

Capt. Jagmohan (Retd.) (DIN: 08630668), was
appointed as Chairman & Managing Director on the
Board of the Company w.e.f. 21 April 2025 till the date
of his superannuation i.e. 30 September 2029 or until
further orders, whichever is earlier.

Dr. Vivek Atul Bhuskute (DIN: 09417992), was
appointed as Part-Time Non-Official (Independent)
Director on the Board of the Company for a period of
1 year, with effect from 21 April 2025, or until further
orders, whichever is earlier.

Smt. Veni Thapar (DIN: 01811724), was appointed as
Part-time Non-Official (Independent) Director on the
Board of the Company for a period of 1 year, w.e.f. 21
April 2025, or until further orders, whichever is earlier.

Shri. Kedarnath Gupta (DIN: 06460508), was appointed
as Part-time Non-Official (Independent) Director on
the Board of the Company for a period of 3 years,
with effect from 21 May 2025, or until further orders,
whichever is earlier.

Shri. Lalatendu Acharya was appointed as Company
Secretary and Compliance Officer w.e.f 01 June 2025.

Smt. Madhavi Kulkarni ceased to be the Company
Secretary and Compliance Officer w.e.f 01 June 2025.

7.7 Constitution of Audit Committee

Audit Committee pursuant to the provisions of Section
177 of the Companies Act, 2013 and the Rules made

thereunder has been constituted by the Board. The
Committee acts in accordance with the terms of
reference as approved by the Board. The composition
and other details are disclosed in the Corporate
Governance Report. All recommendations made by the
Audit Committee were accepted by the Board.

7.8 Declaration and Meeting of Independent Directors

All Independent Directors of your Company have
confirmed that they meet the criteria of Independence
as prescribed under both the Companies Act, 2013
and the SEBI Listing Regulations. In the opinion of the
Board the Independent Directors fulfill the conditions
specified under SEBI (LODR) Regulations, 2015 and are
independent of the management.

A Separate Meeting of Independent Directors in
accordance with the provisions of the Companies Act,
2013 was held on 19 December 2024 and all the
Independent Directors were present.

The Independent Directors have also confirmed
that they have complied with the “Code of Business
Conduct and Ethics for Board Members and Senior
Management” of the Company.

In the opinion of the Board the Independent Directors
fulfil the conditions specified under SEBI (LODR)
Regulations, 2015 and are independent of the
management.

7.9 Corporate Social Responsibility (CSR)

MDL is the only Shipyard which builds Destroyers
class of Ships and conventional Submarines. While the
warships and submarines built by us help in securing
nation and making it formidable power, MDL believes
in what Mahatma Gandhi said “a chain is as strong as
its weak link”. Therefore, strengthening of weakest link
is our mantra while undertaking CSR activities.

MDL is committed to undertake various programs for
integrating social and business goals in a sustainable
manner through inclusive growth so as to make a
positive impact for the society at large. MDL has
adopted Corporate Social Responsibility policy in
compliance with Section 135 of the Companies Act,
2013 and Rules framed there under.

The CSR Budget of MDL for the FY 2024-25 was
^ 30.51 Cr (2% of average profit of the previous three
financial years as per section 198 of Companies Act -
2013). In addition to above, a sum of 7 2.15 Cr was
carried forward from the previous financial years as part
of multi-year ongoing projects and an additional 7 0.21
Cr has been spent in excess of budget during FY 2023¬
24 which was also set off in expenditure for FY 2024¬
25. Out of total obligation of ^ 32.45 Cr, MDL has spent

^ 33.10 Cr (7 30.95 Cr against 2% of average net profit
and 7 2.15 Cr against multi-year ongoing projects)
towards CSR activities during FY 2024-25. Thus, MDL
has complied with the requirement of spending 2%
of average net profit with an excess amount spent of
^ 0.65 Cr as part of CSR expenditure for FY 2024-25,
which will be set off against expenditure for FY 2025¬
26 in accordance with rules governing CSR expenditure.

MDL has executed 46 projects as part of its CSR
initiatives mainly in sectors of Education, Health &
Sanitation, Skill Development and Village Development.
The executed projects are in line with Schedule VII of
the Companies Act. The details of the major projects
executed in FY 2024-25 are as under: -

a) Aspirational Districts: MDL has completed the
project to support the Community Hospital at
Gadchiroli District run by Society for Education,
Action and Research in Community Health by
providing medical equipment. In order to address
the problem of malnutrition in Gadchiroli district,
MDL has undertaken a project to provide 200
ml of Fortified flavored milk to 4000 Govt.
School Students through NDDB Foundation for
Nutrition.

MDL has also supported towards cataract surgery
of 4000 persons in Gadchiroli, Chandrapur &
Vidharbha region of Maharashtra in FY 2024¬
25. MDL has also undertaken construction of
Anganwadi centers in the Aspirational District
Nandurbar.

b) Healthcare & Nutrition: Your Company has
continued undertaking new initiatives in the
Healthcare sector in the FY 2024-25. Your
company has continued its support to the Govt.
Hospitals i.e. Sir J J Group of Hospitals, BYL Nair
Charitable Hospital, LTMMC & GH Sion Hospital
and King Edward Memorial Hospital, Byculla,
Mumbai and thereby helped in equipping these
hospitals with necessary medical items so as to
serve the needy sections of the society.

Further MDL has completed treatment and
surgeries for 175 children suffering from
Congenital Heart Disease (CHD) at Sri Sathya Sai
Sanjeevani Hospital in Navi Mumbai (Maharashtra)
& Raipur (Chhattisgarh). Your company has also
supported Charitable Hospitals/Trust like Indian
Red Cross Society, Gwalior, Saidham Charitable
Hospital, Rahuri (Ahilyanagar), Narmada Samagra
Nyas (Alirajpur), Sewa Bharati Guntur etc. by
providing medical equipment & mobile medical
unit.

Cancer Care: Your company has given special
focus towards cancer care/ treatment and
undertook several projects in FY 2024-25. MDL
has been pioneer in providing much needed
support for vaccination against Cervical Cancer
for 2800 adolescent girls between 9-14 Years
in Maharashtra. MDL has supported 200 cancer
patients financially getting treatment at Tata
Memorial Hospital, Mumbai.

MDL has continued its support to two shelter
homes in Mumbai & Navi Mumbai so as share the
burden of high living cost required to be borne by
the Cancer patients & their dependents who are
required to visit Mumbai, for availing the cancer
treatment facilities at reputed institution such as
Tata Memorial Hospital etc.

MDL has provided support for intellectually
deficient children and adults at Children’s Home
in Mankhurd for the benefit of 265 children who
are basically victims of natural calamities, social
apathy and loss of parents. In order to eradicate
thalassemia from society, under Thalassemia
Mukt Bharat Abhiyan, MDL has supported 105
Thalassemia patients with their medicinal needs.

Further, MDL has undertaken to support the
medical & nutritional requirement of 150
orphans, destitute & homeless children in the age
group of 0-7 years, 13-18 years at residential care
institution run by Maharashtra State Women’s
Council Asha Sadan.

c) Education Sector: MDL has continued its support

for “MDL Super 10” project and by enrolling 20
new students to get quality education at Bhonsala
Military School, Nagpur in FY 2024-25. A total
of 44 students from tribal dominated Shahapur
area (Thane district) have been provided support
under this project.

MDL has continued its support to the educational
institutions who are serving to the needy
sections of the society like Bombay Utkal Samiti,
Sri Saraswathi Sisu Mandir Sanchalitha Samithi,
Sadguru Madhyamik Aashram Shala, Ek Kadam
Aur Foundation, Vijnana Vihara Vidya Kendram
Committee, thereby helped in upgradation of
their infrastructure facility for providing at par
education.

Further, MDL has continued its support
towards 100 Abhyasikas (Tuition Centres) in
Vijayawada Urban slum areas for educating 3000
underprivileged slum children.

d) Contribution to Indian Institute of Technology
(IITs): Being part of Schedule VII of Companies
Act, 2013 in order to promote efforts of Research
& Development through support to Country’s
premier institutions, MDL has joined hands with
IIT Bombay, IIT Hyderabad, IIT Chennai and IIT
Indore. The research projects undertaken with
IITs is expected to develop technologies in
Marine/ Ocean/Naval fields which will benefit
Startups, MSMEs & Indian Industry in particular.

e) Skill Development: MDL has continued
its support for Apprenticeship Training at
Apprenticeship Training School, MDL Mumbai.
MDL has also undertaken construction of
one floor of Rural Youth Development Center
at Nautakki, Vijayawada to impart vocational
training.

f) Heritage: MDL has also boosted the functioning
of the Museum Ship Khukri by completing
significant enhancements, value additions for
expanding visitor engagement and interest with
the aim of establishing Museum Ship Khukri as a
tourist attraction of international standards.

The CSR committee certifies that the
implementation and monitoring of the CSR
projects being executed are in accordance with
the CSR objectives and policy of the company.
The Annual Report on CSR contains the requisite
details as specified in the Companies Act, 2013
and is placed at Appendix 'E’.

7.10 Environment and Pollution Control:

In alignment with the Government of India’s policy
to increase the quantum of renewable energy and
to reduce energy consumption various projects were
undertaken by your Company. MDL is committed
to reduce the consumption of energy generated by
fossil fuel and to increase the generation of renewable
energy to the maximum possible extent. MDL has
already installed 1.85 MWp roof top Solar Power Plant.

Information required under Section 134(3)(m) of the
Companies Act, 2013, pertaining to Conservation of
Energy, Technology Absorption is given in Appendix 'F’
to this Report.

7.11 Swachh Bharat Initiatives

In line with the Swachh Bharat Mission of Government
of India, your Company has continued the clean-ship of
areas/wards in Mazagon, Mumbai:

a) Clean-ship of adjacent areas/roads of MDL by
external agency: MDL has engaged a clean-ship -

specific agency for carrying out daily cleaning of
roads (approx. 4.5 km) adjacent to MDL.

b) Celebration of 'Swacchata hi Seva 4.0 Campaign’
from 17 September 2024 to 02 October 2024.

Cleanliness drive (Shramadaan) was organized
from 17 September 2024 to 02 October 2024
within and surrounding areas of MDL and
conducted various outreach activities like:

1. Identifications of Scraps

2. Segregation of records and weeding of old
records

3. Cleanliness drive in MDL residential
Complex

4. Cleanliness drive (Shramadaan) in the
surrounding public areas viz road, and
market areas

5. Plogging (Picking of Single Use Plastic) and
collection of Plastic waste

6. Tree Plantation

c) Celebration of Swachhta Pakhwada, 2024 from
01 December 2024 to 15 December 2024.
In accordance with the Ministry’s guidelines
promulgated, various outreach activities has
been conducted from 01 December 2024 to 15
December 2024 at MDL.

7.12 Particulars of Employees and Related Disclosures

In accordance with the Ministry of Corporate Affairs
notification no. GSR 463(E) dated 05 June 2015,
Government Companies are exempt from Section
197 of the Companies Act, 2013 and rules thereof
regarding disclosure of particulars of employees
drawing remuneration in excess of the specified limit.

7.13 Extract of Annual Return

In terms of the Companies Act, 2013 as amended, the
Annual Return is available on https://mazagondock.in/
English/pages/Annual-Return

7.14 Directors’ Responsibility Statement

As required under Section 134(3)(c) and 134(5) of the
Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that: -

a) in the preparation of the Annual Accounts for
FY ended on 31 March 2025, the applicable
Accounting Standards have been followed and
that there are no material departures.

b) they have selected such Accounting Policies
and have applied them consistently and made

judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
FY 2024-25 and of the Profit and Loss of the
Company for the FY ended on 31 March 2025;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, as amended from time to time, for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) they have prepared the Annual Accounts for the
FY ended on 31 March 2025 on a going concern
basis;

e) they have laid down Internal Financial Controls
to be followed by the Company and such Internal
Financial Controls are adequate and are operating
effectively and

f) they have devised proper systems to ensure
compliance with the provisions of all the
applicable laws and such systems are adequate
and operating effectively.

7.15 Statutory Auditors and their Report

The Comptroller and Auditor General of India under
Companies Act, 2013 appointed M/s. C.R. Sagdeo &
Co, Chartered Accountants, Mumbai as the Statutory
Auditors of the Company for the FY 2024-25, as MDL
is a CPSE. The Auditors have certified the Accounts and
their Report is placed as a part of Annual Report.

The Notes on the Financial Statements referred to in
the Auditors’ Report are self-explanatory and do not call
for further comments. During the year under review, no
fraud has been reported by the Auditors under section
143(12) of the Companies Act, 2013 read with Rule
13 of the Companies (Audit and Auditors) Amendment
Rules, 2015.

7.16 Comments of the Comptroller & Auditor General of
India

The Comments of the Comptroller and Auditor General
of India under Section 143 of the Companies Act, 2013
forms part of this Annual Report.

7.17 Cost Auditors

M/s. Dhananjay V Joshi & Associates, Mumbai were
appointed as Cost Auditors for conducting Cost Audit
of the Company under Section 148 of the Companies
Act, 2013 for the FY 2023-24 and FY 2024-25 and
accordingly such accounts and records are made and
maintained.

7.18 Secretarial Audit

M/s. Ragini Chokshi & Co., Practicing Company
Secretaries, Mumbai were appointed to conduct
Secretarial Audit of the Company for the FY 2024¬
25 pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI
Listing Regulations. The Report of the Secretarial Audit
in Form MR-3 is annexed to the Board’s Report as
Appendix 'J’ and forms part of this report. The Report
does not contain qualification, reservation or adverse
remark except that “As per Regulation 17 of the SEBI
(LODR), 2015, and the DPE Guidelines on Corporate
Governance, the Company could not comply with the
following requirements such as Fifty percent of the Board
of Directors as Non-Executive Directors w.e.f 25 March
2025, Independent Directors w.e.f. 23 December 2024,
an Independent Woman Director w.e.f. 27 December

2024, and non-availability of a minimum of six directors
during the period from 01 March 2025 to 06 March

2025. "

In this regard, it is clarified that your Company being a
Government Company, falls under the Administrative
Control of the Ministry of Defence, Department of
Defence Production. The power to appoint Directors
(including Independent Directors) and finalizing the
terms and conditions of appointment vest with the
Government of India. The matter regarding appointment
of required number of Independent Directors is being
taken up with the Administrative Ministry from time to
time and the Government is seized of the matter.

7.19 Adequacy of Internal Financial Controls with
Reference to the Financial Statements

a) The Company has an Internal Audit Department,
which monitors compliances of Company’s
procedures and policies with well-defined Annual
Audit Program and significant audit observations
are reported to the Audit Committee of Board of
Directors. The Internal Audit function is headed
by AGM/HOD (Internal Audit) who is reporting
directly to the Chairperson & Managing Director
of the Company.

b) Internal Audit of specific areas of the Company’s
operations has been outsourced to Chartered
Accountant firm. In addition to outsourced audit
activities, other audit activities are carried out
by in-house Internal Audit department. Audit
reports given by Internal Auditors were reviewed
by Audit Committee and necessary directives
were issued. The Company had initiated suitable
actions on the said directives.

8. Management Discussion & Analysis Report

As per Regulation 34(2) (e) of the SEBI Listing
Regulations, the Management Discussion and Analysis
Report is attached to this Report as Appendix 'G’.

9. Business Risk Management

As per Regulation 21 of the SEBI Listing Regulations,
the Company has constituted a Risk Management
Committee and its terms of reference, Risk Management
Policy etc. are set out in the Corporate Governance
Report.

Details of any application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their
status as at the end of the financial year - Nil

Details of the difference between the amount of
valuation done at the time of one-time settlement and
the valuation done while taking loans from banks or
financial institutions, along with the reasons for such
differences - Not applicable

10. Business Responsibility Sustainability Report (BRSR)

In terms of Regulation 34(2)(f) of SEBI (LODR)
Regulations, 2015 the Company has prepared Business
Responsibility and Sustainability Report (BRSR) on
Environment, Social and Governance (ESG) parameters
in the prescribed format for the FY 2024-25 along
with reasonable assurance Report of BRSR Core, which
is received from Independent Assurance Provider ,
JointValues ESG Services Pvt. Ltd. which is available
on the Company’s website at https:7mazagondock.in/
English/pages/Business-Responsibility-and-Sustainability-
Report

11. Future Outlook

Your Company has envisaged following measures of
future outlook.

a) Infrastructure:

1. Your Company has taken up setting up
a green field shipyard at its Nhava Yard
in phased manner with short term and
long term developments plan. Short
term development shall enable MDL
to facilitate the immediate use of the
existing infrastructure for shipbuilding and
ship repair business whereas long term
development is to facilitate construction of
large size vessels and submarines including
major refit and repairs. The facilities
include construction of Dry Dock cum Wet
Basin, Grand Assembly Area, Hard Stands,

provision of Goliath Cranes of 400T, LL
Cranes 50T to 120T, Workshops, Stores,
offices and Allied Services.

2. Your Company has taken up development
of newly acquired land parcel of approx.
15 acres at adjacent MPA land to facilitate
construction of large size vessels and
submarines including major refit and
repairs.

3. Your Company is setting up a New
Fabrication Workshop including stores at
Alcock Yard in MDL Premises.

b) Diversification:

1. MDL has also diversified its portfolio and
is undertaking the Maintenance, Repair &
Overhaul (MRO) and spare parts of MI-17
helicopter of Nepalese Army.

2. Reinitiated the Heavy Engineering and
Offshore Projects vertical and obtained
orders from ONGC for Part Replacement
of Pipeline Project worth approx. 7 7000
Cr.

3. MDL has offered and undertaken
maintenance support for scorpene
submarines of Malaysian Navy.

c) Exports:

1. Your Company has a rich legacy of building
805 platforms since its inception, which
includes a broad spectrum of exports
carried out in the past and comprising of
more than 240 vessels. The impeccable
quality of the products delivered to date
which have been internationally acclaimed
is being leveraged in a concerted manner
to rejuvenate the thrust for exports in
consonance with GoI impetus in increasing
Defence Exports. MDL’s export portfolio
covers a wide gamut of products comprising
of new builds for Civilian and Military end-
use, repairs of commercial vessels and
Refits and Repair of warships/Submarine.

2. Your Company intends to revamp its
presence in the export market. MDL
has been in dialogue with various Indian
Embassies/High Commissions abroad to
expand its product outreach to prospective
customers. MDL is participating
aggressively in the global tenders issued by
various countries and are in dialogue with

foreign navies to fulfil their requirements.
The commercial shipbuilding sector world¬
wide is passing through a down turn and
MDL is deeply aware of the situation.
Nevertheless, the Defence needs in the
international market continues to rise. MDL
has certain unique strengths and skill sets
that have been painstakingly developed in
the past decades and are adapted in the
complex activities of weapon integration
sensors for high tech Defence platforms.
This gives a cutting edge advantage for
MDL against their competitors and MDL
is all set to cash-in this scenario. MDL has
also appointed Marketing Representatives/
Channel Partners for canvasing MDL’s
rich legacy in construction of Naval
and Commercial vessels and promoting
MDL’s products in the global market.
The Marketing Representatives/ Channel
Partners will also facilitate expansion and
growth of MDL business in near future.

3. Your Company’s strategic positioning on
the west coast of the country provides
proximity to the main sea routes criss¬
crossing the Arabian Sea and Indian Ocean
with accessibility to Europe and Middle
East. Tie-ups with other small shipyards in
the country are in place. MDL has aligned
itself with the new thrust on Defence
exports.

4. MDL is expecting an export order for
construction of additional four (04) units
of 7,500 DWT Multi-Purpose Hybrid
Powered Vessels from Navi Merchants,
Denmark.

5. Leads of various marine platforms are being
aggressively and expeditiously pursued for
bagging export orders.

6. Products mentioned under R&D and
diversification have huge export potential.
MDL is in touch with Indian Embassies
and also with authorized agents for export
opportunities. MDL is also participating
in various National & International level
Defence Exhibitions like Defexpo, Aero
India etc. to give impetus to export. MDL
has facilities & capacity for fabrication of
Pressure hull sections. Export of Pressure
Hull sections to any other country
manufacturing/ procuring Scorpene class
Submarines is being explored.

d) Parallel lines for Submarine Construction:

MDL has augmented necessary infrastructure for
Submarine construction through a modernisation
project. Presently, high skill level has been
developed in MDL for Submarine construction
and at the same time local vendors have
been developed for complex and high quality
fabrication jobs. The skilled workforce of MDL
and vendors are ready to take on new challenges
in submarine construction. Post infrastructure
augmentation, MDL submarine building capacity
has been enhanced substantially to cater for two
dedicated Submarine Assembly Lines fully ready
for operations. With these assembly lines, MDL
has a capacity to undertake construction of 11
Submarines at any given time.

Acknowledgements

Your Directors wish to place on record their gratitude and
sincere appreciation for the assistance, co-operation and
guidance received by the Company from various Ministries of
the Government of India especially the Ministry of Defence,
Department of Defence Production, the Indian Navy, Greater
Mumbai Municipal Corporation, Mumbai Port Trust, Principal
Controller of Defence Accounts (Navy), the Departments of
Customs, Income Tax and GST.

Your Directors also place on record their appreciation for the
assistance extended by the Company’s Bankers, the valuable
advice rendered and co-operation extended by the Statutory
Auditors, M/s. Sagdeo & Co., Mumbai, and the officers of the
Principal Director of Commercial Audit and Ex-Officio Member
of the Audit Board, Bengaluru. Your Directors express their
gratitude to the clients, who have extended patronage to the
Company. Your Directors also appreciate and acknowledge
the devoted efforts put in by the Company’s employees at
all levels.

Sincere thanks also to all the Stakeholders for having
unwavering confidence in the Company and willingness to
extend all support to the Company.

For and on behalf of the Board
Sd/-

Capt. Jagmohan (Retd.)

Chairman & Managing Director
DIN:08630668

Place: Mumbai
Date: 06 August 2025