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

Financial Performance

2. Diversified operational segments and product profile
helped the Company to achieve a turnover of H4,527.84
Crores for the year as compared to H3,645.28 Crores in the
year 2023-24. The profit before tax is H1,133.85 Crores for
the year as against H1,093.62 Crores in the previous year.
The net profit is H842.91 Crores as compared to H813.10
Crores for the previous year.

3. The authorised share capital of the Company is
H2,50,00,00,000 divided into 50,00,00,000 equity shares
of face value of H5 each. The paid-up share capital of the
Company is H1,31,54,03,900 divided into 26,30,80,780

equity shares of face value of H5 each.

Financial Highlights

Dividend

4. As per Office Memorandum F.No.5/2/2016-Policy

dated November 18, 2024 issued by the Department
of Investment and Public Asset Management (DIPAM),
every CPSE have to pay a minimum annual dividend of
30% of PAT or 4% of the networth, whichever is higher.
Accordingly, your Directors are pleased to recommend a
final dividend of H2.25 per share on the 26,30,80,780 fully
paid equity shares of H5 each. Earlier, interim dividends of
H4 and H3.50, aggregating to H7.50 per equity share had
been paid to the shareholders during 2024-25. Thus, the

total dividend for the year 2024-25 is H9.75 per equity
share (195%), amounting to H256.50 Crores. No unclaimed
dividends (previous years') were due to be transferred to
the Investor Education and Protection Fund (IEPF) during
the reporting period.

Offer for Sale (OFS)

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

Dividend Distribution Policy

6. As per Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the top 1000 listed entities shall
formulate a dividend distribution policy. Accordingly,
dividend distribution policy has been adopted to set out
the parameters and circumstances that will be taken into
account by the Board in determining the distribution of
dividend to its shareholders and/ or retaining the profit
into the business. The policy is available on the website
of the Company at the link https://cochinshipyard.in/
investor/investor titles/68.

Raising funds through Blue Bonds

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

Transfer to Reserves

8. The details of amount transferred to reserves is given
at Note 22 of the Standalone Financial Statements of
the Company for the year ended March 31, 2025 which
forms part of the Annual Report. As on March 31, 2025,
the Company has Reserves and Surplus amounting to
H5,479.11 Crores which reflects the inherent financial
strength of the Company. As per the amendment made
to the Companies (Share Capital and Debentures) Rules,
2014 notified vide Notification No. G.S.R. 574(E) by the
Ministry of Corporate Affairs, the Company is not required
to create Debenture Redemption Reserve in respect of the
bonds issued by it. As on March 31, 2025, 8.72% Tax Free,
Secured, Redeemable, Non-Convertible Bonds of only
H23 Crores is outstanding for CSL, which will be matured
in March 2029.

Shipbuilding

9. The Company achieved a total shipbuilding income of
H2,663.27 Crores during 2024-25 as against H2,638.91

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

Ship Repair

10. During the year, the Company achieved a total ship repair
income of H1,864.57 Crores, compared to H1,006.37 Crores
in the previous year. Major Vessels repaired during the year
in CSL Kochi yard include SRDD of Air Craft Carrier 'INS

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

11. Major vessels repaired during the year in International
Ship Repair Facility (ISRF) include Indian Navy vessel 'INS
Sharda' and UTLA vessels like 'Cheriyapani', 'Valiyapani', 'M
V Thinnakkara', 'HSC Black Marlin', 'HSC Blue Marlin', 'HSC
Parali' and 'M V Lakshadweep Sea'. The revenue from ISRF
for FY25 is H124.24 Crores.

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

as minor/ major repairs for various commercial clients
totaling a revenue of H177.04 Crores.

13. Since commencing operations in October 2019 at Netaji
Subhas Dock (NSD), Kolkata, CSL Kolkata Ship Repair Unit
(CKSRU) has successfully completed 27 refit projects.
During the financial year 2024-25, six refits have been
undertaken, of which emergency repairs for'DCI Dredge
XVI', refits of DSS Vessel 'MV Sentinel', Tug 'Zen Pride' and
the NSD No. 1 Box Caisson from Syama Prasad Mookerjee
Port, Kolkata have been successfully completed. Other
major projects that continued post financial year 2024¬
25 include the dry dock repair of DSS Vessel 'MV Swaraj
Dweep' and the short refit of the first Coast Guard vessel
at CKSRU, 'ICGS Samudra Paheredar'. CKSRU earned a total
revenue of H41.11 Crores for FY25. A comprehensive H50
Crores upgrade plan for the repair facility at NSD has been
developed and implemented over a five-year duration since
its commencement. Key infrastructure enhancements,
including the installation of an intermediate dock gate, a
tower crane and a ring main fire system, have already been
completed during the financial year 2024-25.

14. During the financial year 2024-25, CANSRU completed
dry dock repairs for 14 vessels and undertook 11 afloat
repairs, in addition to numerous emergency minor repair
activities. These efforts resulted in a remarkable turnover
of H185.58 Crores.

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

Shipbuilding Order Book Position

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

CSL Strategic & Advanced Solutions (C-SAS)

17. In order to tap new revenue generation streams beyond
the current Shipbuilding & Ship Repair portfolios, a
dedicated division named CSL Strategic & Advanced
Solutions (C-SAS) was formed to enable the Company
to venture into the arena of strategic and knowledge
driven future technologies in the maritime sector. C-SAS
has been actively engaged in identifying and developing
sustainable and future oriented business models. Various
innovative initiatives undertaken by C-SAS Division during
the financial year 2024-25 are more specifically covered in
the Management Discussion and Analysis Report.

'SANKALP' - Design Conclave

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

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

Expansion Projects

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

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

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

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

(ii) New Dry Dock

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

Subsidiary Companies

(i) Hooghly Cochin Shipyard Limited (Hooghly-CSL)

Hooghly-CSL was initially set up as a joint venture between
CSL and Hooghly Dock & Port Engineers Limited (HDPEL)

on October 23, 2017. Pursuant to the approval of the
Union Cabinet, CSL acquired the shares held by HDPEL
and with effect from November 01, 2019, Hooghly-CSL
became a wholly owned subsidiary of CSL.

The Company set up a new state-of-the-art ship building
and repair facility at Nazirgunge and on August 16, 2022,
the Facility was dedicated to the nation by Shri Sarbananda
Sonowal, the Hon'ble Minister of Ports, Shipping and
Waterways, Government of India. The Facility has been set
up in an area of 15.76 acres on the banks of river Hooghly
at a cost of H175.20 Crores with an intention to position
itself as a premier shipbuilding/ repair yard in the east
coast of India for inland and coastal vessels.

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

Hooghly-CSL has reported a total income of H6,239.63
Lakhs for FY25 as against H2,404.47 Lakhs for the previous
year. The Company has reported a loss of H1,737.67 Lakhs
for FY25 as against a loss of H3,005.81 Lakhs for the
previous year.

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

Udupi-CSL is a wholly owned subsidiary of CSL based in
Udupi and is primarily engaged in building small and medium
sized vessels. During the financial year 2024-25, Udupi-CSL

demonstrated strong performance, both in terms of project
execution and securing orders. Udupi-CSL's robust execution
capabilities lead to follow up orders from satisfied clients,
which included eleven 70T Bollard Pull Tugs from Ocean
Sparkle Limited and eight 6300 TDW Dry Cargo Vessels
from Wilson ASA, Norway. Supported by its consistent
performance and customer confidence, Udupi-CSL has built
a healthy order book of approximately H2,200 crore.

Coming to the financials, Udupi-CSL reported a total income
of H27,862.12 Lakhs for the year ended March 31, 2025,
compared to H18,646.58 Lakhs in the previous year. The
revenue from operations increased to H26,563.60 Lakhs in
FY 2024-25, up from H17,971.62 Lakhs in FY 2023-24. The
company reported a profit of H262.78 Lakhs in FY 2024-25,
compared to a profit of H111.38 Lakhs in FY 2023-24.

Manpower Status

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

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

Industrial Relations

23. CSL continued to maintain and foster cordial industrial
relation atmosphere during the year. There was no loss
of man hours on account of labour unrest due to reasons
attributable to the Company exclusively.

24. The executives and non-unionised supervisors also

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

25. The joint management forums like joint councils, shop
council, central safety committee, shop level safety
committees, contract worker safety committee, canteen
management committee, employees' contributory
provident fund trust etc., continued to function effectively.

26. Employees and their dependents welfare and wellbeing
are well taken care through various voluntary schemes
like Employees Medical Assistance Scheme, Employees
Pension Scheme, Shipyard Parivar Prathibha Puraskar
Scheme, Employees Educational Assistance Scheme etc.

Human Resource Development

27. CSL gives utmost importance in empowering employees'
growth and developing their knowledge, skills and
capabilities to drive better business performance.
Acknowledging this fact, CSL has defined continuous
learning as one of its cultural competencies and is
constantly engaged in up-skilling the workforce.

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

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

AOTS (Association for Overseas Technical Cooperation and

Sustainable Partnerships) Training in Japan

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

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

Other Foreign Training

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

Customized Internal Trainings

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

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

• An in-house training on Advanced Business

Application Programming (ABAP) was conducted
for ISD personnel.

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

• Orientation sessions for retiring employees covering
financial planning and health.

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

• Training session on First aid, POSH Act (Sexual

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

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

• Sessions on Model CDA Rules, Procurement from

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

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

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

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

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

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

>3. During the financial year 2024-25, CSL conducted over 200
training programs totaling around 4,650 mandays both

inhouse and at premier institutions, benefiting more than
3,350 participants. Emphasizing the need for continuous
[earning and leadership development, CSL introduced its
leadership talk series, Prajyoti and Prajnan. These sessions
are designed to inspire and engage the workforce through
short talks delivered by reputed personalities from various
fields. As part of this initiative, four sessions of Prajyoti
and three sessions of Prajnan were conducted during the
financial year 2024-25.

Educational Scholarships to Wards of Employees

34. "Shipyard Pariwar Prathibha Puraskar”, an educational
scholarship scheme introduced from the year 2016 aims to
reward and promote the star performers among the wards of
regular employees of CSL. A scholarship of H25,000 per year for
a maximum period of 5 years shall be bestowed in the order of
highest marks scored by the wards in class XII final examination.
During the year 2024-25, sixteen eligible students have been
granted scholarship under the said scheme.

Recognising Excellence

35. CSL has introduced the Employee Excellence Awards
Scheme envisaging reward and recognition for innovative
ideas and practices among the employees below the
level of AGMs. The highest award under the scheme is
Chairman's award with a citation and cash price of H15,000.
During the Independence Day celebrations in 2024-25, 31
employees (Executives - 5, Supervisors - 4, Workmen - 16,
On-contract personnel - 6) were honored with Chairman's
Commendation, which carries H2,000 cash prize.

36. During the Republic Day celebrations in 2025, a total of
36 employees (Executives - 8, Supervisors - 1, Workmen
- 19, On-contract personnel - 8) were bestowed with
Chairman's Commendation and cash prize of H2,000.

International Yoga Day

37. Employees and their family members were encouraged to
observe international day of Yoga. As a part of this, CSL
conducted common Yoga protocol practice on June 21,
2024, in order to promote Yoga with an aim to relieve
stress, support good health habits and improve mental/
emotional health. Further, live streaming of the event was
also made available for participation by family members
of the employees.

Constitution Day

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

Marine Engineering Training Institute (METI)

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

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

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

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

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

43. In alignment with IMO regulations and Amrit Kaal Vision of
the Government of India, CSL METI and Bernhard Schulte
Ship Management (India) Pvt. Ltd. (BSM) have signed an
MoU to conduct one-day practical firefighting and IGF
(basic and advanced) training courses for BSM seafarers.
These DGS-approved courses are designed to meet the
international code of safety for ships using gas or other
low flash point fuels. CSL has successfully trained 54
seafarers across 4 batches under this program.

44. CSL and Maersk A/S, Denmark have signed an MoU for
collaboration in various key areas. The MoU inter alia
promotes knowledge exchange on global standards to
build world-class capabilities in line with the Government
of India's Maritime India Vision (MIV) 2030 and Maritime
Amrit Kaal Vision (MAKV) 2047, which together envision
India as a premier global maritime hub.

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

46. The Training Institute provided various training programs
on Employability, Communication Skills, Soft Skill for Hard
Situations and Anti-Drug Abuse and Cyber Security for Act
apprentices and trainees completing their apprenticeship
programs. Moreover, CSL Training Institute provided
internships for a total of 1,104 Degree and Management
students from various colleges across the country.
During the year 2024-25, the Training Institute imparted
apprentice training for a total of 271 ITI trainees, 94
Diploma trainees and 79 Degree trainees. Moreover, CSL
Training Institute has started 2 batches of 2 years Rigger
Training course under Skill Development Program.

47. ASAP Kerala Collaboration - As per Government of India's
skilling, re-skilling and up-skilling manpower for the

growing maritime industry, CSL and the Additional Skill
Acquisition Programme (ASAP) Kerala, a Section 8 company
under the Higher Education Department, Government of
Kerala, have signed an MoU to provide multi-skill training
in shipbuilding, ship repair and marine engineering for ITI-
certified youth. As per the MoU, ASAP provides 2 months
of theory training. CSL offers 3 months of practical training
and 9 months of on-the-job training. CSL provides one-year
contract employment post-training. A Joint certification is
awarded by CSL and ASAP.

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

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

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

Maritime Day Celebrations (NMDC) by MMD, Kochi.

(ii) A1 Grade (Outstanding Grade) by LR Class on behalf
of the Directorate General of Shipping in the CIP
Audit for the year 2025. METI has received the A1
Outstanding Grade for three consecutive years.

Prime Minister's Internship Scheme (PMIS)

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

Employee Welfare Measures

51. Child Care Leave - From the calendar year 2025, those
employees (Executives, Supervisors or Workmen) with
two (2) years of regular service in CSL shall be eligible for
Child Care Leave (CCL) up to two (2) years (i.e. 730 days).
All women employees with dependent disabled children
(40% or more disability) are eligible for CCL without age
restrictions. All single parents (male or female) with minor
dependent children (up to 18 years old) are also eligible
for CCL for purposes such as exams or sickness during the
entire service.

52. Employee Welfare Crowd Funding Scheme - CSL has
launched an Employee Welfare Crowd Funding Scheme
"Cochin Shipyard Employees Parivar Parirakshan Yojana
(SEPPY)" in order to support the bereaved family of an
employee at the event of death of an employee. The
scheme operates in such a way that an amount of H600
will be collected from each employee on the rolls of the
Company in the event of death of a regular employee. As
per the scheme, the Company will provide financial support
at the rate of 1.5 times of fund collected through employee
crowd funding, subject to a limit of H15,00,000 in the event
of each natural death case. The maximum benefit provided
to the dependents through the scheme shall be H25,00,000.

53. Enhancement of relief under Cochin Shipyard Employees
Mutual and Public Welfare Trust (CSEMPWT) - CSL
enhanced the financial death relief to H8,00,000 and funeral
expenses to H25,000 to the dependents of the members of
the trust at the event of death of an employee.

54. Welfare assistance & special casual leave for the care of
differently abled children - CSL is granting monthly welfare
assistance of H4,500 to all permanent employees who are
having differently abled wards. They are also given time off
for taking care of the ward in emergency situations limited
to a maximum of 5 special casual leaves in a calendar year.

55. Modified CSL Medical Assistance Scheme - CSL has modified
the medical assistance scheme for employees by empanelling
34 hospitals (Super-specialty/ multi-specialty/ specialty

and other-specialty hospitals) in Ernakulam District for the
treatment of CSL employees and their eligible dependent
family members. The expenses towards the inpatient/ day
care treatment availed at these 34 empanelled hospitals
shall be settled directly by CSL to the hospital. In the case
of hospitals outside Ernakulam district, the admissible
treatment expenses shall be reimbursed to the employees.

56. CSL Rudder Actionable Insights, Informed Decisions - As
a part of the new digital transformation initiatives, a new
mobile application had been developed and launched.
The application is offering a bunch of new facilities to CSL
users. The application can be used by both internal users
like all permanent staff including officers, supervisors and
workmen and external users like retired employees etc.
Employee profile, attendance details, salary slips, leave
details, medical claims status, dependents information,
loan details, PF data, capture reporting time etc., are some
of the features included in Rudder application.

57. Infertility treatment scheme was launched in the year
2020 for providing reimbursement of medical expenses
incurred for infertility treatment for all permanent
employees. An amount not exceeding H1,00,000 per
cycle or the actual cost whichever is lower is permitted
for reimbursement and the same will be allowed up to
maximum of three fresh cycles with prior approval. Special
Leave for maximum 10 days in a year and maximum of 20
days are being granted during the service of an employee
who undergo procedures as part of infertility treatment.
A total of 27 employees were granted permission to avail
the benefits under this scheme as on March 2025.

58. National Pension System (NPS) was introduced in CSL
in order to facilitate contributory pension scheme for
all permanent employees. CSL is contributing 10% of
the wages (Basic DA) to the individual account of the
employees, as employer contribution from April 2021
onwards. The scheme provides attractive income tax
benefits to the employees and also ensures a hassle-free
life post retirement.

59. CSL introduced paternity leave in the year 2019 to male
employees of the Company including for valid adoption of
a child below the age of one year.

60. CSL as a 'people first and people caring organisation' felt the
necessity to support the employees availing leaves owing to
rare and extra ordinary circumstances such as treatment
for cancer, organ failure and organ transplantation. From
the calendar year 2023, 180 days of Special Leave during
the service period has been sanctioned to all regular
employees for undergoing treatment of cancer like surgery,
chemotherapy or organ failure or donation of organ. There

are also cases reported where the dependents of employees
are in the similar situation and the employees have to avail
leave to take care of them. As a support for the ailing family
members, special leave can also be availed by employees for
the days required for chemotherapy, organ transplantation
of their dependents.

51. It has also been noted that a number of CSL employees
are donating blood to the needy as a noble act and a life¬
saving gesture. All regular employees are also allowed to
avail Special Leave for one day for donating blood, subject
to a maximum of three occasions in a year.

Encouraging Thought Provoking Ideas

52. 'Nethruthwa Samvriddhi Yojana' - Leadership Acceleration
Programme (LEAP) was launched in the year 2016 to
encourage and motivate executives in the grades E1 to
E4 for pursuing higher studies in premier institutes both
in India and abroad. The core benefit under the scheme
is not only a grant of study leave for two years, but
reimbursement of tuition fees, in installments after they
come back andjoin for duty. A maximum of three applicants
are considered on a yearly basis under LEAP scheme.

53. Mentor-Mentee scheme was launched in the year 2016 for
ensuring personalized special attention by a senior executive.
This collaboration gives junior executives, who are freshers,
a feeling of engagement, belongingness and significant
improvement in the inter and intra personal relationship in
the organisation which lead to better retention.

³rofessional Assessments

54. Through an elaborate competency mapping exercise, four

cultural competencies namely teaming, execution excellence,
constraint breaking and continuous learning have been
identified for CSL. These cultural competencies have been
incorporated in all HR sub systems like recruitment, training,
performance management, career development etc.

Status on Affirmative Action to Implement
Residential Directives on Reservations

5. Cochin Shipyard has been strictly complying with the
Presidential directives and guidelines on reservation for
Scheduled Caste (SC)/ Scheduled Tribes (ST)/ Other Backward
Classes (OBC)/ Economically Weaker Sections (EWS) and
Persons with Benchmark Disabilities (PwBD) issued by the
Government of India from time to time. The Company has
appointed separate liaison officers for SC/ ST/ OBC/ EWS/
and Ex-Servicemen/ PwBD to oversee the implementation
of reservation policies. Reservation percentage is ensured
through the maintenance of post-based roster system as
prescribed by the Government of India.

Representation of SC/ ST/ OBC/ EWS, Persons with Benchmark Disabilities (PwBD) and Minority Employees

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

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

Provision for Safeguard of Women

67. The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH
Act) and Rules framed thereunder are strictly complied
with, including constitution of Internal Complaints
Committees, which are chaired by senior woman executives.
The Company has taken various initiatives for spreading
awareness for prevention of sexual harassment including
conducting sensitization programs across the organisation.
The Committee has received three complaints during the
financial year 2024-25, of which two has been disposed-off
and one is pending as on March 31, 2025.

68. CSL has a woman Welfare Officer specifically to promote
women empowerment activities and to formulate and
implement welfare measures according to the needs
of women employees of the Company. CSL celebrated
International Women's Day in March 2025 with inclusive
events that encouraged active participation.

Integrated Management System (IMS)

69. Cochin Shipyard maintained its Integrated Management
System (IMS) under the ISO 9001:2015 Quality
Management System, ISO 14001:2015 Environmental
Management System and ISO 45001:2018 Occupational
Health and Safety Management System standards. It is
proposed to implement quality management systems in
all the ancillary units of CSL in the forthcoming years.

Information Security Management Systems (ISMS)

70. Cochin Shipyard has achieved a significant milestone by
obtaining certification according to ISO 27001:2022 for
establishing, implementing, maintaining and continually
improving an information security management system
(ISMS). This accomplishment underscores CSL's dedication
to safeguarding sensitive information, bolstering cyber¬
resilience and driving operational excellence. CSL is the
first company in the shipbuilding sector to implement

highest marks in the competitions held as part of the Hindi
Fortnight celebrations.

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

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

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

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

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

86. As per the Policy, the CSL Board undertakes overall
oversight of the risk management system. The Board
periodically reviews the risk management process to
ensure that key risks are being properly identified and
effectively managed. The CSL management, comprising
both Board-level and below-Board-level executives,
has been entrusted with the implementation of the
risk management process. To this end, CSL has set up
functional Risk Management Committees and a Board-
level Risk Management Committee to implement the
Risk Management Policy across the organization. These
committees regularly review the risk management process
and the Policy to ensure their continued effectiveness.
In line with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, CSL had a Board-
level Risk Management Committee (RMC) to oversee
the Company's overall corporate risk management till
November 21, 2024. However, the Committee could
not be reconstituted thereafter due to the absence of
Independent Directors on the Board. The Committee will
be reconstituted once sufficient number of Independent
Directors are appointed by the Government of India.

87. The diversified product mix of CSL, which includes both
defense and commercial shipbuilding, as well as ship repair,
provides the Company with a natural hedge against market
risks. This diversification helps to mitigate the Company's
exposure to fluctuations in any particular market segment,
thereby enhancing the overall resilience of the business.

Health, Safety & Environment (HSE)

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

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

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

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

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

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

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

Industrial Security

94. CSL is a vital organisation with national importance and
is classified as special security zone by both State and
Central Government as the security of establishment has
got national importance. Overall security of the Company
continued to be robust without causing any serious security
concern during the year. The primary security of the
establishment is entrusted with Central Industrial Security
Force (CISF) unit under the command of Dy. Commandant,

CISF. CSL has instituted Twenty-four hours waterfront
patrolling with armed CISF personnel in addition to QRT

team. CSL has installed a state-of-the-art surveillance
system (CCTV) covering the entire perimeter including al
critical locations and installations. All security systems and
measures introduced and installed in the Company are of
international standards. Periodic mock drill exercises are
conducted in coordination with Intelligence Bureau, State
Police, State Fire Department, Bomb Squad and Navy to
assess the readiness of CISF force to counter any security
threat, security breach, crisis or calamities.

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

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

97. CSL has also engaged DGR sponsored ex-servicemen
security agency for supplementing existing forces mainly
catering to external properties of CSL and also interna
specific locations.

Awards and Recognitions

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

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

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

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

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

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

(v) First Prize for the implementation of Official Language
from Kochi Town Official Language Implementation
Committee (TOLIC) among the companies having
more than 200 administrative employees.

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

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

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

ioard of Directors' & Key Managerial Personnel

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

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

Declaration and Meeting of Independent Directors

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

Details of Board Meetings held during 2024-25

104. Six Board Meetings were held during the year 2024-25
and the gap between two meetings did not exceed the
statutory period. The dates on which the Board Meetings
were held along with the attendance of Directors therein,
are as follows:

105. For more details with respect to the Directors, Board and
Committee meetings held during the year and attendance
of these meetings, refer Corporate Governance Report
which forms part of Directors' Report.

Remuneration Policy/ Evaluation of Board's
Performance

106. Cochin Shipyard is a Government of India company under
the Ministry of Ports, Shipping and Waterways. Presently,
the Directors of the Company are presidential appointees
and their remuneration is fixed in accordance with the

DPE guidelines. Accordingly, Article 21(a) of the Articles
of Association of CSL states that, President will appoint
Directors and determine their remuneration. Since, the
Board level appointments are made by President of India,
the evaluation of performance of such appointees is also
done by the Government of India. However, during the
year, Non-official (Independent) Directors had separately
met on July 15, 2024 and November 07, 2024 without the
attendance of non-independent directors and members
of management. All Non-official (Independent) Directors
were present at the meeting. The meeting evaluated the
performance of the Chairperson, Non-Executive Directors
and the Board as a whole and expressed full satisfaction
for the same. The Board also evaluated the Non-official
(Independent) Directors of the Company vis-a-vis their
performance and fulfilment of the independence criteria
and found the same to be satisfactory.

eport of the Nomination & Remuneration
Zommittee on Company's Policy on Directors'
emuneration

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

Directors Responsibility Statement

08. Your Directors state that:

(i) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards read with requirements set
out under Schedule III to the Companies Act, 2013

have been followed and there are no material
departures from the same;

(ii) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the profit
of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(iv) the Directors have prepared the annual accounts on a
'going concern' basis;

(v) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

(vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Zontracts and arrangements with related parties

09. In line with the provisions of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,

2015, the Company has put in place a Policy for dealing with
the related party transactions and the same is available in
the website of the Company at https://cochinshipyard.in/
investor/investor titles/68.

10. During the year under review, all transactions entered
into with related parties were approved by the Audit
Committee. Prior omnibus approval of the Audit
Committee and the Board is obtained for the transactions
which are foreseeable and of a repetitive nature. All
related party transactions are placed on a quarterly basis
before the Audit Committee/ Board for review.

11. All contracts, arrangements and transactions entered into
by the Company with related parties during the financial
year 2024-25 were in the ordinary course of business and
on an arm's length basis. No related party transactions have
been entered into by the Company during the year under
review which attracted the provisions of Section 188 of the
Companies Act, 2013. Therefore, the disclosure of related

party transactions as required under Section 134(3)(h) of
the Companies Act, 2013 in Form AOC-2 is not applicable
for the financial year 2024-25 and hence does not form
part of this Report. Further, your Directors draw attention
of the members to Note 51 to the standalone financial
statements which set out related party disclosures as per
Indian Accounting Standard (Ind AS) 24.

lorporate Social Responsibility and Sustainable
)evelopment Committee (CSR & SD Committee)

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

13. The CSR & SD Committee has formulated and
recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to
be undertaken by the Company, which has been approved
by the Board. The CSR Policy can be accessed on the
Company's website at the link https://cochinshipvard.in/
csr/aboutus#parentVerticalTab3.

14. Cochin Shipyard started CSR activities in the year 2010¬
11 based on the guidelines issued by the Department
of Public Enterprises (DPE) applicable to Government
Companies. CSL has put in place an effective CSR Policy
and implementation machinery. The CSR implementation
machinery consists of a three tier system; Tier I CSL Board,
Tier II CSL Board Level CSR Committee consisting of four
members of the Board, chaired by an Independent Director
and Tier III CSL CSR Executive Committee consisting
of senior level executives across various departments
of the Company.

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

116. The Company has spent H17.90 Crores against the target
mandatory CSR spending of H13.88 Crores for the financial
year 2024-25. "Health & Nutrition and PM Internship
Scheme" have been adopted as common theme for
undertaking CSR activities by CSL for the year 2024-25.

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

Audit Committee

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

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

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

Corporate Governance

121. The Company is committed to maintaining the highest
standards of corporate governance and has put in place
an effective corporate governance system. The Company
complies with the applicable regulations of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and also
the Guidelines on Corporate Governance issued by the
Department of Public Enterprises. The Company submits
its progress reports on corporate governance within 15
days from the close of each quarter to the Administrative
Ministry viz., Ministry of Ports, Shipping and Waterways as

recommended by the DPE in this regard. The Report on
Corporate Governance forms part of the Directors' Report.

Management Discussion and Analysis

1 22. A separate section 'Management Discussion and Analysis
Report' has been included in the Annual Report and the
same forms part of the Directors' Report.

Internal Financial Controls

123. The Company has in place adequate internal financial
controls with reference to financial statements. During the
financial year 2023-24, the Company engaged M/s. Varma &
Varma, Chartered Accountants for reviewing the adequacy
of the Internal Financial Controls and to ensure that proper
and adequate systems are in place for compliance with the
provisions of all applicable laws. During the financial year
2024-25, such controls were tested and no reportable
material weakness was observed, with no major variation
in the control environment during the year.

124. In order to provide for functional autonomy, the Company
has a system wherein financial powers of the Board
of Directors are delegated to the CMD. These powers
are further sub-delegated to officers at various levels
for smooth and efficient day to day functioning. An
independent internal audit mechanism is in place for
conducting extensive audit of various operational and
financial matters. Compliance Audits are also being carried
out by C&AG on a yearly basis.

125. The Board of Directors/ Audit Committee also looked into
the internal control system, Company procedures and
internal audit performance and reports. The Company
has implemented an integrated ERP System (SAP) since
July 2014 and upgraded the same to the latest version
S/4HANA from April 2022, which is enabling better
management control.

Statutory Auditors

126. M/s. Anand & Ponnappan (Firm Registration No. 000111S),
Chartered Accountants, Kochi were appointed as the
Statutory Auditors of the Company by the Comptroller
& Auditor General of India for the year 2024-25. The
shareholders have delegated the power to fix the
remuneration of Statutory Auditors to the Board and
accordingly, the same has been fixed by the Board.

Auditors Report

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

Comments of C&AG

128. The comments of the Comptroller and Auditor General
of India (C&AG) under Section 143(6)(b) of the Companies

Act, 2013 forms part of the Annual Report.

Cost Auditors

129. The Company maintains cost records with respect to its
shipbuilding activities as required under Section 148(1)
of the Companies Act, 2013. The Board has appointed
M/s. Rajendran Mani and Varier, Cost Accountants (Firm
Registration No. 000006), Kochi, as the Cost Auditors
for conducting the audit of cost records of the Company
for the financial year 2024-25. The remuneration of Cost
Auditor for the financial year 2024-25 was ratified by the
shareholders at the 52 nd AGM held on September 30, 2024.

Secretarial Auditor

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

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

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

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

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

(iv) The Company does not have a duly constituted
Nomination and Remuneration Committee as
required under Regulation 19 of SEBI LODR

Regulations; Section 178 of the Act; and Clause 5.1
of the CG Guidelines for CPSEs with effect from
November 22, 2024.

(v) The Company does not have a duly constituted
Stakeholders Relationship Committee as required
under Regulation 20 of SEBI LODR Regulations

and Section 178 of the Act with effect from
November 22, 2024.

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

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

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

(viii) The requirement of quorum of at least one
independent director as mandated under Regulation
17 of SEBI LODR Regulations was not met in the Board
Meetings of the Company held on February 06, 2025
and March 28, 2025 as there were no independent
directors with effect from November 22, 2024.

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

Cochin Shipyard Limited (CSL) is a Central Public Sector
Enterprise under the administrative control of the Ministry
of Ports, Shipping and Waterways, Government of India.
Accordingly, the appointment of Directors on the Board
of CSL is done by the Government of India by following
due procedure of selection. The Company has forwarded
necessary intimations to the Administrative Ministry for
filling up the posts of Independent Directors including a
Woman Director and frequent follow ups are also being
done. However, the filling up of vacancies of the Independent

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

Internal Auditor

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

Annual Return

133. The annual return of the Company as required under
Section 92(3) of the Companies Act, 2013 is available in
the website of the Company at https://cochinshipyard.in/
investor/investor tities/55.

Investor Services

134. The shares of the Company are listed in BSE Limited ("BSE")
and National Stock Exchange of India Limited ("NSE"). CSL
has paid listing fees to BSE and NSE on time. MUFG Intime

India Private Limited (formerly, Link Intime India Private
Limited) are the Registrar & Transfer Agents in respect of
these equity shares.

135. As on March 31, 2025, 8.72% Tax Free, Secured,
Redeemable, Non-Convertible Bonds of only H23 Crores is
outstanding for CSL, which will be matured in March 2029.
The said bonds are fully dematerialized with both the
depositories, NSDL and CDSL and are listed on Wholesale
Debt Market ("WDM") segment of BSE. During the year
India Ratings and Research (Ind-Ra) and Care Ratings
reaffirmed its ratings of CSL instruments of IND AAA/
Stable and CARE AAA/ Stable respectively. CSL has paid
the listing fees to BSE on time in respect of the bonds.
MUFG Intime India Private Limited (formerly, Link Intime
India Private Limited) is the Registrar & Transfer Agents
and SBICAP Trustee Company Limited is the Debenture
Trustees in respect of the bonds.

Vigilance

136. The Vigilance Department of Cochin Shipyard Limited
performs various preventive vigilance activities, promotes
vigilance awareness among all employees, engages in
proactive vigilance measures, conducts investigations
in cases related to punitive vigilance and carries out
surveillance and detection initiatives. The vigilance
department strives to ensure transparency and equity,

bringing efficiency to the system and competitiveness in
all procurements. The vital Central Vigilance Commission
(CVC) guidelines are discussed with the heads of
departments for strict compliance. For preventive
vigilance, emphasis is given to vigilance sensitization
among the officers and supervisors.

137. Strengthening Vigilance Capabilities - Dr. C. Pandi Selva
Durai, IOFS, is the full-time Chief Vigilance Officer, leading

the Vigilance Department. The department also includes
a Vigilance Officer (DySP rank police officer from Kerala
Police) on deputation to CSL, two CSL officers, and three
supporting staff. The Chief Vigilance Officer also oversees
the vigilance functions of CSL's wholly owned subsidiaries,
Hooghly Cochin Shipyard Limited (Hooghly-CSL) and Udupi
Cochin Shipyard Limited (Udupi-CSL).

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

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

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

Right to Information Act

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

141. There have been no instances of non-compliance by the
Company. No penalties or strictures were imposed on the

Company by any statutory authority during the last three
years with respect to RTI.

Vigil Mechanism

142. The Cochin Shipyard Vigil Mechanism and Whistle
Blower Policy of CSL adopted by the Board of Directors
at their 228th Meeting held on December 14, 2016 was
functioning as the Vigil Mechanism of CSL. Further, in line
with the guidelines on Corporate Governance for Central
Public Sector Enterprises issued by the Department of
Public Enterprises, CSL had adopted Fraud Prevention
and Detection Policy at the 214th Board Meeting held on
September 16, 2014. Since the larger objective of both
policies was similar, CSL adopted a combined policy viz.,
Whistle Blower and Fraud Prevention Policy at the 252nd
Board Meeting held on November 12, 2019. The Whistle
Blower and Fraud Prevention Policy of CSL is available at the
link https://cochinshipyard.in/investor/investor titles/68.

Details of frauds reported by Auditors under
Section 143

143. Nil.

Particulars of loans, guarantees or investments

144. During the year under Report, the Company has not

(a) given any loan to any person or other body corporate;

(b) given any guarantee or provided security in connection
with a loan to any other body corporate or person; and

(c) acquired by way of subscription, purchase or
otherwise, the securities of any other body
corporate, as prescribed under Section 186 of the
Companies Act, 2013.

Material changes and commitments

145. No material changes and commitments, affecting the
financial position of the Company, have occurred between
the end of the financial year of the Company and the date
of this Report.

Details of change in nature of business

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

Deposits

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

Secretarial Standards

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

Significant and Material orders

149. No significant and material orders were passed by the
regulators or any courts or tribunals impacting the going
concern status of the Company and affecting its operations.

Proceedings under Insolvency and Bankruptcy
Code, 2016

150. There was no application made or proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 (IBC) during the year under review.

Business Responsibility and Sustainability Report

151. The Securities and Exchange Board of India (SEBI) has
mandated inclusion of Business Responsibility and
Sustainability Report ("BRSR") as part of the Annual Report
for top 1000 listed entities based on market capitalization.
The Company has provided BRSR in the prescribed format
which forms part of the Annual Report. BRSR indicates
the Company's performance against the principles of the
'National Guidelines on Responsible Business Conduct'.
This would enable the Members to have an insight
into environmental, social and governance initiatives
of the Company.

Other Statutory Disclosures

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

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

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

• The Company does not have any scheme or
provision of money for the purchase of its own
shares by employees or by trustees for the
benefits of employees;

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

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

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

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

Acknowledgement

153. The Board of Directors places on record their deep
appreciation for the unwavering support and guidance
extended by the Hon'ble Union Minister for Ports,
Shipping and Waterways and all officials of the Ministry
of Ports, Shipping and Waterways. The Board would also
like to express its heartfelt gratitude for the co-operation
and assistance received from various offices of the
Government of India, Government of Kerala, Government

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

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

For and on behalf of the Board of Directors

Madhu Sankunny Nair

Kochi Chairman & Managing Director

May 15, 2025 DIN: 07376798