1. Your Directors have immense pleasure in presenting the 52nd Annual Report of your Company along with the audited financial statements for the year ended March 31, 2024.

Financial Performance

2. Diversified operational segments and product profile helped the Company to achieve a turnover of H3645.28 Crores for the year as compared to H2330.46 Crores in the year 2022-23. The profit before tax is H1093.62 Crores for the year as against H448.51 Crores in the previous year. The net profit is H813.10 Crores as compared to H334.49 Crores for the previous year.

3. Pursuant to the resolution passed by the Shareholders by way of postal ballot on December 13, 2023, the equity shares of CSL was sub-divided/ split in the ratio of 1:2, i.e., 1 (One) equity share of face value of H10/- each fully paid up was sub-divided/ split into 2 (Two) equity shares of face value of H5/- each fully paid up, with effect from the record date i.e., January 10, 2024. Accordingly, the authorised share capital of the Company is H250,00,00,000/-divided into 50,00,00,000 equity shares of face value of H5/- each. The paid up share capital of the Company is H131,54,03,900/- 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

May 27, 2016 issued by Department of Investment and

Public Asset Management (DIPAM), every CPSE have to pay a minimum annual dividend of 30% of PAT or 5% of the net-worth, 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, first interim dividend of H8/- per equity share of face value H10/- each and post-split of equity shares, second interim dividend of H3.50/- per equity share of face value H5/- each had been paid to the shareholders during 202324. Thus, the total dividend for the year 2023-24 is 195% per equity share, amounting to H257 Crores. No unclaimed dividend (previous years') is due to be transferred to the Investor Education and Protection Fund (IEPF).

Dividend Distribution Policy

5. 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.

Transfer to Reserves

6. 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, 2024 which forms part of the Annual Report. As on March 31, 2024, the Company has Reserves and Surplus amounting to H4894.33 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. However, due to the redemption of 1,000 nos. of 8.51% Tax Free, Secured, Redeemable, Non-Convertible Bonds in the nature of Debentures issued on private placement basis having face value of H10 Lakhs each fully paid up amounting to H100 Crores on December 02, 2023, balance in the Debenture Redemption Reserve created up to September 30, 2019 (H1 668.44 Lakhs) has been

transferred to Retained Earnings. As on March 31, 2024, 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

7. The Company achieved a total shipbuilding income of H2638.91 Crores during 2023-24 as against H1766.45 Crores in 2022-23. During the year, the Hon'ble Prime Minister Shri Narendra Modi flagged off India's first indigenously built Hydrogen Fuel Cell Ferry. The inauguration of this project will provide impetus for using Hydrogen in marine application as envisaged under National Green Hydrogen Mission and early adoption of hydrogen fuel cell technology in the marine sector will provide a global competitive advantage whereby meeting sustainable green energy aspiration of our Nation for net zero emission. Further, CSL successfully delivered five nos. of Hybrid Electric Catamaran Hull vessels to Kochi Metro Rail Limited (KMRL). Furthermore, CSL also delivered two nos. of Hybrid Electric Catamaran Passenger Vessels to Inland Waterways Authority of India (IWAI).

Ship Repair

8. During the year, the Company achieved a total ship repair income of H1006.37 Crores, compared to H564.01 Crores in the previous year. Major Vessels repaired during the year in the CSL Kochi yard include SRGD of Air Craft Carrier 'INS Vikrant', 'INS Tarangini', 'INS Sutlej', 'Vishva Jyoti', 'ICGS Veera', 'Sagar Sampada', 'Kalighat', 'Dredge XII' and 'R V Sindhu Sadhana'.

9. Major vessels repaired during the year in International Ship Repair Facility (ISRF), include UTLA vessels like 'Cheriyapani', 'Valiyapani', Tug 'Kalpitti', 'M V Kodithala', installation work of Stabilised Remote Control Guns (SRCG) onboard Fast

Patrol Vessels, Ro-Ro 'Sethu Sagar' and 'M V Laccadives'.

10. CSL Mumbai Ship Repair Unit (CMSRU) has successfully undertaken repairs of around 104 vessels since operationalisation. During the financial year 2023-24, CMSRU undertook the dry dock and afloat repairs of 19 ships, including normal refits, short refits for Indian Navy and Indian Coast Guard vessels, as well as repairs for various commercial clients resulting in a turnover of H152 Crores.

11. CSL Kolkata Ship Repair Unit (CKSRU) has successfully completed 22 refit projects since the commencement of operations in October 2019. During the financial year 2023-24, CKSRU completed dry dock repairs of 5 vessels, including the refit of 'Shanti Sagar-24', emergency

repairs of 'DCI Dredge XII', and dry dock and afloat repair of 'DCI Dredge XIV'. CKSRU also undertook the

repair of the NSD No. 1 Box Caisson from Syama Prasad Mookerjee Port, Kolkata.

12. CSL commenced ship repair operations at the Andaman and Nicobar islands through its Andaman & Nicobar Ship Repair Unit (CANSRU). During the fiscal year 2023-24,

CANSRU has completed dry dock repairs for 20 vessels, performed 12 afloat repairs along with various other minor repairs thereby achieving a remarkable turnover of H95 Crores, surpassing the targeted turnover of H40 Crores. To further develop the ship repair facilities and enhance the ship repair ecosystem at CANSRU, various capital expenditure procurements have been undertaken, including the establishment of a well-equipped Safety cum Skill Development Center at the Marine Dockyard.

Shipbuilding Order Book Position

13. During the year 2023-24, CSL had been successful in

securing against intense competition, major shipbuilding orders viz., 1 no. Hybrid Service Operation Vessel (SOV) from a European client. Further, CSL secured order for construction of 8 nos. of Hybrid Electric Catamaran Passenger Vessels from IWAI, out of which 2 vessels have already been delivered. The order book position as on March 31, 2024 is as follows:

CSL Strategic & Advanced Solutions (C-SAS)

14. 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 2023-24 are more specifically covered in the Management Discussion and Analysis Report.

Expansion Projects

15. 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 Phase-1 & Phase-2 of 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 commercial operations of the Facility commenced on August 12, 2024 with the successful docking of the vessel, 'HSC Parali' of Union Territory of Lakshadweep Administration. The ISRF is equipped with 6000 T ship-lift, six workstations and approximately 1400 metre of berths; suitable for handling vessels of maximum 130 metre length. The Facility can repair six such vessels at the dry-workstations simultaneously.

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 three 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. The New Dry Dock measuring 310 x 75/60 x 13 metre with 600 T gantry crane is located at the Northern end of the existing premises of the Company. The New Dry Dock will augment the Company's shipbuilding and ship repair capacity essentially required to tap the market potential of building specialised 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. Construction activities commenced in June 2018 and the physical progress achieved as on March 31, 2024 is 94%.

The major civil works for the New Dry Dock have been completed. This includes construction of the dock wall, dock floor, dock entrance caisson gate, underground pump house, four underground

substations, crane tracks, electric service tunnel, heavy duty pavement and medium duty pavement. The remaining civil works are targeted for completion by mid of September 2024. In parallel, the installation of electrical, mechanical and control systems is underway, along with the erection of the 600 T gantry crane, which is in the advanced stages of commissioning. The New Dry Dock is set to commence operations by end of September 2024. Further, the allied works such as installation and commissioning of Contaminated Water Treatment Plant (CWTP), dismantling of cofferdam, dredging of approach channel etc. are expected to be completed by end of November 2024.

Subsidiary Companies

(i) Hooghly Cochin Shipyard Limited (HCSL)

Hooghly Cochin Shipyard Limited (HCSL) 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, HCSL 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 Sarbanand a Sonowal, the Hon'ble Minister of Ports, Shipping & Waterways and Ayush, 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.

HCSL 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 Vessel for Inland Waterways Authority of India (IWAI). HCSL also had the privilege to sign another contract for 2 nos. of 40T ASD Bollard Pull Tug 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.

HCSL has reported a total income of H2404.47 Lakhs for FY 24 as against H1761.33 Lakhs for the previous year. The Company has reported a loss of H3005.81 Lakhs for the year ended March 31, 2024 as against H2033.59 Lakhs for the previous year.

(ii) Udupi Cochin Shipyard Limited (UCSL) [Formerly known as Tebma Shipyards Limited (TSL)]

UCSL is a wholly owned subsidiary of CSL based in Udupi and is mainly engaged in building small and medium sized vessels. UCSL performed well during the financial year 2023-24 by completing delivery of various vessels to the satisfaction of customers and securing key orders along with completing significant milestones with respect to the vessels under construction. In terms of financial performance, UCSL reported a total income of H18646.58 Lakhs for the year ended March 31, 2024, a substantial increase from H4780.96 Lakhs in the previous year. The revenue from operations improved significantly to H17971.62 Lakhs in FY 2023-24 compared to H3932.22 Lakhs in FY 2022-23. This improvement enabled the Company to achieve a profit of H111.38 Lakhs in FY 2023-24, a notable turnaround from the loss of H866.54 Lakhs reported in FY 2022-23.

Manpower Status

16. The manpower strength of the Company as on March 31, 2024 was 2133 consisting of 484 executives, 153 supervisors and 1496 workers.

Industrial Relations

17. 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.

18. The executives and non-unionised supervisors also

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

19. 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.

20. 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

21. Cochin Shipyard Limited (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 upskilling the workforce.

22. In line with the above, several learning and development activities were carried out during the year 2023-24 spanning across sectors covering technical as well as nontechnical work force. 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 Leadership and Innovation in the digital Era, Organisational Excellence through leadership, ESG - Management, Reporting and Communication by IIM Bangalore, Transformational Leadership, Project Management, Managerial Effectiveness by IIM Ahmedabad, Business Analytics for strategic and tactical level decision making, General Management programme for senior and middle level Executives by IIM Calcutta etc.

AOTS (Association for Overseas Technical Cooperation and Sustainable Partnerships) Training in Japan

23. A batch of 20 employees including one Executive, two Supervisors and 17 Workmen attended a customised training in Japan during the period from June 28, 2023 to

July 10, 2023. 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, work place 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.

24. Two senior executives attended two weeks AOTS training in Japan focusing on topics Program and Project Management and Quality Management during Jan/Feb 2024.

Training at INS Valsura

25. INS Vaisura is a premier technical training establishment of the Indian Navy located in Jamnagar, Gujarat. It houses the electrical school of the Indian Navy. A batch of 19 executive trainees (electrical/ electronics) from CSL attended a customised technical training programme at INS Valsura from May 01 to 13, 2023.

Customised Internal Trainings

26. In the financial year 2023-24, Cochin Shipyard Limited (CSL) organised various customised 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 organisation and the major programs include the following:

• A specialised three-day training on "Batteries for Maritime Applications" conducted by the Central Electrochemical Research Institute.

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

• In-house training on "Structural Design and System Engineering" by the Indian Register of Shipping.

• Programs on records management, first aid and POSH Act (Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressai) Act, 2013).

• Training sessions on supervisory skills, public

procurement, cyber hygiene, and eiectricai safety.

• Certification course on "Competence development and assessment program on project management (IPMA Level D Certification)".

• Specialised programs on "Class Rules", "Finance for Non-Finance Executives", "Soft Skills for Excellence" and "Competency-based Interviewing Skills".

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

Educational Scholarships to Wards of Employees

27. "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 202324, three eligible students have been granted scholarship under the said scheme.

Recognising Excellence

28. 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 2023-24, 15 employees (Executives - 3, Workmen - 9, On contract personnel - 3) were honored with Chairman's Commendation, which carries H2,000/- cash prize.

29. During the Republic Day celebrations in 2024, two Executives were honored with Chairman's Award of H1 5,000/- cash prize and commendation certificate. A total of 49 employees (Executives - 16, Supervisors - 6, Workmen - 25, on contract personnel - 2) were bestowed with Chairman's Commendation and cash prize of H2,000/-.In addition to this, Chairman's Special Commendation comprising of H5,000/- cash prize and commendation certificate was awarded to an on-contract employee.

International Yoga Day

30. Employees and their family members were encouraged to observe international day of Yoga. CSL conducted various activities such as Yoga workshop and common Yoga protocol practice, 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 on June 21, 2023 was also made available for participation by family members of the employees.

Constitution Day

31. Constitution day was celebrated in CSL with reading of Preamble to the Indian Constitution. In order to create awareness among CSL employees about the Constitution and its significance, CSL had uploaded a series of awareness building courses on NOVEX e-learning platform. A refresher session on Preamble and the basic principles of Indian Constitution was held on November 26, 2023. Additionally, a quiz programme on Indian Constitution was also arranged in connection with the celebration of Constitution day.

Marine Engineering Training Institute (METI)

32. METI successfully trained a total of 77 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, 102 GMEs are

currently pursuing the course.

33. METI also facilitated the 6-month afloat training for 15 students of the 4-year Marine Engineering program from 'Sree Venketeswara College of Engineering' (SVCE), Chennai. A total of 16 SVCE students are currently pursuing the course.

34. During the year 2023-24, METI conducted 17 batches (279 students) of the 3-day Basic Fire Fighting Practical Training Program.

35. METI actively participated in the National Maritime Day Celebrations 2023 organised by CIFNET Kochi, for which it received appreciation awards from the Mercantile Marine Department (MMD), Kochi, on April 05, 2023. METI also observed World Blood Donors Day and conducted inhouse seminars for the 48th and 49th batches of GMEs. Additionally, the students participated in Shramadhan for Swachata in October 2023.

36. METI conducted the first batch of the Oil and Chemical Tanker Familiarisation course for 7 students from February 12 to 19, 2024. On March 19, 2024, METI organised a "Meet and Greet the Candidates" program, which was attended by 123 students from various engineering colleges, aspiring for GME-sponsored seats from reputed shipping companies. Several shipping company officials also visited METI and conducted recruitment and placement-related activities.

37. The Training Institute provided various training programs on Connecting Electrical Equipment, Employability, and Communication Skills to 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 2023-24, the Training Institute imparted apprentice training for a total of 356 ITI trainees, 28 Diploma trainees, 30 Degree trainees and 1 VHSE trainee. Additionally, 30 Executive Trainees were inducted during the period.

38. During the financial year 2023-24, METI received the following awards and recognitions:

(i) Best Participant Award for METI on National Maritime Day Celebrations (NMDC) by MMD, Kochi.

(ii) A1 Grade by LR Class on behalf of the Directorate General of Shipping in the CIP Audit, received for the consecutive second time.

Employee Welfare Measures

39. 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/-.

40. 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.

41. 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.

42. SEAWISE - An employee counseling scheme "Shipyard Emotional Assistance and Wellness Inclusion System for Employees (SEAWISE)" is in place in CSL with the support of Rajagiri College of Social Sciences, Kochi as a part of caring the emotional wellness of employees and their dependents. The counseling is imparted through telephonic and face to face mode. The scheme covers all permanent employees of CSL and their dependents, contract employees, trainees and CISF personnel in CSL unit.

43. Modified CSL Medical Assistance Scheme - CSL has modified the medical assistance scheme for employees by empanelling 33 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 33 empanelled hospitals shall be settled directly by CSL to the hospital. Medical ID Cards with details of employees and dependents has been issued to all employees for the purpose of identification at empanelled hospitals. In the

case of hospitals outside Ernakuiam district, the admissible treatment expenses shaii be reimbursed to the employees.

44. 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.

45. 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 upto 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. Total 26 employees were granted permission to avail the benefits under this scheme as on March 2024.

46. 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.

47. 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.

48. 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.

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

Encouraging Thought Provoking Ideas

50. '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.

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

Professional Assessments

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

Status on Affirmative Action to Implement Presidential Directives on Reservations

53. 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

54. The representation of SC, ST, OBC, EWS, Persons with Benchmark Disabilities (PwBD) and Minority employees in various groups of posts as on March 31,2024 is given below:

Provision for Safeguard of Women

55. The Sexual Harassment of Women at Work Place (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 sensitisation programs across the organisation. The Committee has received two complaints during the financial year 2023-24, of which one has been disposed off and the other is pending as on March 31,2024.

56. 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 on March 08, 2024 in a very engaging manner.

Integrated Management System (IMS)

57. 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.

Facility Upgrade and Capital Expenditure

58. The total capital expenditure incurred in 2023-24 amounted to H561.58 Crores. This related to modernisation and expansion, renewals and replacements, new dry dock, ISRF, CMSRU, CKSRU, CANSRU, subsidiaries etc.

Implementation of Official Language Policy

59. In pursuance of sub rule (4) of rule 10 of the Official Language (Use for the Official Purposes of the Union) Rules,

1976, Government of India have notified, in the Gazette of India, that 80% of ministerial staff of the Company have acquired working knowledge/ proficiency in Hindi.

60. In connection with the Hindi Fortnight celebrations, 2023, a "Skill Development Seminar" and "Hindi Quiz competition" were organised on September 27, 2023 for the Hindi graduates and Post graduate students of Ernakulam district. The seminar was mainly organised in two sessions; skill development seminar and quiz competition. Two post graduate students presented a paper presentation on the importance of Hindi language. More than 120 students from various colleges of Ernakulam district actively participated in the seminar with full enthusiasm and zeal.

61. As a special step to help the students to understand the importance and prominence of Official Language Hindi in offices, an internship program in Official Language Hindi has started in CSL. So far, 2 students from CUSAT, Kalamassery, 8 students from Dakshina Bharat Hindi Prachar Sabha, Ernakulam and 5 students from Maharajas College, Ernakulam have successfully completed the 15 days internship program in Official Language Hindi.

62. To initiate the implementation of official language, CSL units and subsidiaries were inspected and guidance and instructions related to official language policy were provided to the senior officers and employees of all the units and subsidiaries through official language management programme.

63. Various competitions in Hindi were organized in connection with Hindi fortnight celebrations 2023 for employees, trainees and employees on contract of CSL and all its units including subsidiary companies. Quiz, calligraphy, passage

reading, administrative terminology, Hindi typing, memory test, Hindi film songs, essay writing and Hindi poem writing

etc. were organized in this regard. Further, 15th issue of Hindi house journal, 'Sagar Ratna' was released on the valedictory function of Hindi fortnight celebrations, 2023.

64. In connection with World Hindi Day, an inter-departmental Hindi quiz competition was organized at CSL, Kochi. This competition was organized with the aim of highlighting the importance of Hindi language and making awareness about the official language policy among all the employees. Hindi department personnel organized this competition by personally visiting every person from every department of the shipyard. The quiz consisted of 20 objective type questions of 5 minutes duration. 560 employees actively participated in the competition.

65. Training classes in spoken Hindi for other units commenced from March 10, 2023 onwards for two months. A total of 18 employees actively participated in the training sessions. Fifth batch of spoken Hindi commenced in the month of November 2023, a total of 36 employees are actively participating in the said course.

66. An official language induction programme was organized for the newly recruited executive trainees in order to create an awareness regarding the official language. The main aspects related to the role and responsibilities of officers in the field of official language implementation were discussed. 30 executives ensured their successful participation.

67. Second batch of noting and drafting classes for the clerical employees was started. Classes was for two months. The classes were successfully completed in the month of September 2023. A total of 12 employees ensured their active participation in this programme.

68. Six Hindi Workshops and four Official Language Implementation Committee meetings (OLIC) were conducted during the year.

69. During the year 2023-24, cash incentives for children of employees for obtaining high marks in Hindi in 10th standard were awarded to 28 children. 86 employees were also awarded cash incentives for the implementation of Hindi language.

70. As a social commitment, to attract school students more towards Hindi language, providing Hindi books in government schools/ institutions was initiated. During the year under report, Hindi books worth H5,000/- were provided to Alangad Kendriya Hindi Mahavidyalaya, Ernakulam.

Particulars of Employees and Related Disclosures

71. In accordance with Ministry of Corporate Affairs notification no. G.S.R. 463(E) dated June 05, 201 5, government companies are exempt from Section 197 of the Companies Act, 2013 and its rules thereof.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

72. Details are placed at Annexure I. The Company's major initiative in the conservation of energy was installation of solar panels on the rooftop of various buildings of CSL. The

programme commenced in the year 2013-14. As of March 31, 2024, solar power plant having capacity of 1672 kWp has been commissioned in CSL.

Risk Management

73. In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, CSL has constituted a Board-level Risk Management Committee (RMC) to oversee the Company's overall corporate risk management. CSL has put in place a comprehensive Risk Management Policy, approved by the Board of Directors at their 214th meeting held on September 16, 2014 and later amended at the 259th Board Meeting held on February 12, 2021. The Company's risk management policy aims to establish a structured and defined process for the identification, assessment, response, monitoring, and reporting of risks.

74. 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.

75. 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)

76. CSL remains steadfast in its commitment to upholding exemplary Health, Safety, and Environment (HSE)

standards, ensuring the safety and weii-being of our employees, customers, and stakeholders. Our HSE management system is meticulously crafted to identify and mitigate potential hazards and risks while fostering a cuiture of continuous improvement in our performance in this domain. We firmly believe that a secure and healthy work environment is indispensable for the overall welfare of our stakeholders.

77. We are delighted to announce a significant increase of 24% in our Organizational HSE Index percentage compared to the preceding year of 2022. This substantial improvement underscores our unwavering focus on HSE and the efficacy of our HSE governance system in mitigating incidents and accidents. Our emphasis on proactive measures over reactive responses is reflected in this Departmental level HSE Index, which benchmarks our HSE performance, affirming our commitment at functionai ieveis.

78. At CSL, our workforce is equipped with the requisite skills and knowledge to effectively manage HSE risks and ensure compliance with pertinent laws and regulations. We invest substantially in regular HSE training and competency assessments to ensure that our empioyees possess the necessary skills to execute their responsibilities safely. Recognizing our employees as our most valuable asset, we prioritize providing them with the essentiai HSE competencies. Through various training and development initiatives, we continuously enhance their HSE knowledge and skills, ensuring alignment with the latest HSE practices and regulations.

79. The Frequency rate of CSL for the year 2023 stands at 0.32. This metric is closely monitored as a pivotal indicator of our HSE performance. We attribute this achievement to our proactive approach and the enhancements in our overall reporting cuiture.

80. CSL meticulously evaluates its subcontractors based on their HSE performance and mandates adherence to our rigorous HSE policies and standards. We collaborate cioseiy with our subcontractors, ensuring they are equipped with the requisite resources and training to execute their tasks safely. Continuously monitoring their HSE performance, we provide constructive feedback to facilitate improvement. Recognizing the significance of subcontractors' HSE performance, we have impiemented a robust evaluation process to ensure alignment with our HSE standards and regulations.

81. HSE Star rating represents annual performance of CSL subcontractors in terms of Health, Safety and Environment aspects. It is calculated for firms employing 20 or more staff in the Yard on a calendar year basis. These ratings, ranging from blossom star to five star, are a testament to the rigorous standards upheld by our subcontractors.

Approximately 40% of contractors have been elevated to the HSE star rating category in the iast three years, demonstrating a significant improvement in HSE performance across our operations.

82. Our commitment to maintaining elevated HSE standards and ensuring the safety and well-being of our employees, customers and stakeholders remains unwavering. We take pride in our HSE performance during the year and persistentiy strive for enhancement. Our dedication to investing in our HSE management system and fostering a robust HSE culture across our organization persists. We reaffirm our commitment to sustaining a safe and healthy work environment while consistently improving our HSE performance, recognizing that our endeavors in HSE not only benefit our employees but also resonate positively with our customers, communities and the environment.

83. We are proud to have received the following HSE awards during the year, recognizing our outstanding performance in this area.

(i) Keraia Industrial Safety Awards 2023 - Sub Category II Winner;

(ii) National Safety Council (Keraia Chapter) - Awards for Outstanding Safety Performance 'Sreshta Suraksha Puraskar' - Very Large Factories - Engineering; and

(iii) Nationai Safety Councii (Keraia Chapter) - Award for factories having contractor safety management system - First.

84. Further, the officials of CSL secured Keraia Industrial Safety Awards 2023 in the category of Best Statutory Safety Officer and Best Statutory Weifare Officer. Further, prizes awarded by Nationai Safety Councii (Keraia Chapter) for the categories viz., 'Safety Short Story competition (Engiish) - Industriai empioyees', 'Safety Siogan competition (Maiayaiam) - Industriai empioyees', 'Safety Quiz' and 'Tooi Box Taik' were secured by CSL Officiais.

85. These accoiades serve as a testament to CSL's unwavering commitment to exceiience in HSE practices and underscore our dedication to fostering a safe and secure work environment.

Industrial Security

86. CSL is a vitai organisation with nationai importance and is ciassified as speciai security zone by both State and Centrai Government and the security of estabiishment has got nationai importance. The primary security of the estabiishment is entrusted with Centrai Industriai Security Force (CISF) unit comprising of 161 CISF personnei under the command of Dy. Commandant, CISF. Overaii security

of the Company continued to be robust without causing any serious security concern during the year. AH security systems and measures introduced and installed in the Company are of international standards. Periodic joint survey was conducted by the Company along with CISF. Twenty-four hours waterfront patrolling with armed personnel and wireless surveillance (CCTV) system covering all critical locations and installations are in place. The 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.

87. 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.

88. Further, CSL is implementing an integrated security system through Bharat Electronics Limited (BEL), Bangalore aimed at enhancing surveillance, access control and visitor management within the Yard. The system is anticipated to become operational in the fiscal year 2024-25.

89. CSL has also engaged DGR sponsored ex-servicemen security agency for supplementing existing forces mainly catering to external properties of CSL and also internal specific locations, comprising of 82 personnel.

Awards and Recognitions

90. During the financial year 2023-24 CSL received the following awards and recognitions:

(i) CSL was upgraded from 'Schedule B' to 'Schedule A' CPSE by the Government of India. This is a significant milestone for CSL.

(ii) CSL was honoured with meritorious PMA National Award 2023 in the category of 'Project Excellence' for the remarkable feat of construction of the Indigenous Aircraft Carrier 'INS Vikrant', India's largest warship.

(iii) CSL was honoured with Maritime Excellence Award during INMEX SMM India Summit in recognition for

its commitment towards sustainable solutions and the stellar performance in shipbuilding, under the category, 'Shipbuilding Company of the Year'.

(iv) CSL was honoured with the Maritime Excellence Achievers' Award for being the Best in the Industry under the category 'Ship Building and Repair' during

the Global Maritime India Summit (GMIS) 2023.

(v) CSL was upgraded to "GreenCo Gold" ratings from

"GreenCo Silver" ratings by the Confederation of Indian Industry.

(vi) CSL received the KMA CSR Award 2024 for Social Inclusion.

(vii) CSL bagged the Best Implementation Award for the Official Language in Region 'C' from the Ministry of Ports, Shipping and Waterways.

(viii) CSL received the 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.

(ix) CSL received the Second Prize for the Hindi Home Magazine 'Sagar Ratna' from Kochi TOLIC (PSUs).

(x) CSL was the Overall Champion for the Joint Hindi Fortnight celebrations, 2023.

(xi) CSL was the Winner of the Kerala Industrial Safety Awards 2023 - Sub Category II

(xii) CSL bagged the Award for Outstanding Safety Performance 'Sreshta Suraksha Puraskar' under the category Very Large Factories - Engineering from the National Safety Council (Kerala Chapter).

(xiii) CSL bagged the First prize from National Safety Council (Kerala Chapter) under the category Award for factories having contractor safety management system.

Board of Directors' & Key Managerial Personnel

91. As on March 31, 2024 the Board of CSL comprises of 12 directors consisting of a Chairman & Managing Director, 3 Whole Time Directors, 2 Part-time official (Nominee) Directors, one each from Government of India and Government of Kerala and 6 Non-official (Independent) Directors. However, w.e.f May 02, 2024, Shri Prithiviraj Harichandan (DIN: 01351097) ceased to be a Non-official (Independent) Director of the Company consequent to his resignation on account of him contesting for the Odisha Legislative Assembly.

Declaration and Meeting of Independent Directors

93. During the financial year 2023-24, 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. A separate meeting of Independent Directors was held during the financial year on November 06, 2023 which was attended by all the Independent Directors of the Company.

Details of Board Meetings held during 2023-24

94. Five Board Meetings were held during the year 2023-24 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:

95. 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

96. 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 November 06, 2023 without the attendance of non-independent directors and members of management. All Non-official (Independent) Directors were present at the meeting. The meeting evaluated the performance of the Chairperson, Non-Executive Directors and the Board as a whole and expressed full satisfaction for the same. The Board also evaluated the Non-official (Independent) Directors of the Company vis-a-vis their performance and fulfilment of the independence criteria and found the same to be satisfactory.

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

97. 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

98. Your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024, 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;

(b) 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, 2024 and of the profit of the Company for the year ended on that date;

(c) 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;

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

(e) 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

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

Contracts and arrangements with related parties

99. 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.

100. 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 and the Board for review.

101. All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2023-24 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 2023-24 and hence does not form part of this Report. Further, your Directors draw attention of the members to Note 53 to the standalone financial statements which set out related party disclosures as per Indian Accounting Standard (Ind AS) 24.

Corporate Social Responsibility and Sustainable Development Committee (CSR & SD Committee)

102. As on March 31, 2024, CSR & SD Committee comprises of 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.

103. The Corporate Social Responsibility and Sustainable Development (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.

104. Cochin Shipyard started CSR activities in the year 201011 based on the guidelines issued by the Department of Public Enterprises (DPE) applicable to Government Companies. CSL has put in place an effective CSR Policy and implementation machinery. The CSR implementation machinery consists of a three tier system; Tier I CSL Board, Tier II CSL Board Level CSR Committee consisting of four members of the Board, chaired by an Independent Director and Tier III CSL CSR Executive Committee consisting of senior level executives across various departments of the Company.

105. During the year 2023-24, the Company could engage in meaningful CSR initiatives that received appreciation both within Kerala and also nationally.

106. The Company has spent H14.44 Crores against the target mandatory CSR spending of H13.69 Crores (after adjusting the excess spent during the financial year 2022-23)

for the financial year 2023-24. "Health & Nutrition" has been adopted as common theme for undertaking CSR activities by CSL for the year 2023-24.

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

Audit Committee

108. As on March 31, 2024, the Audit Committee of CSL comprises 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), Nonofficial (Independent) Director as members. However, consequent to the resignation of Shri Prithiviraj Harichandan (DIN: 01351097) on May 02, 2024, the Audit Committee was reconstituted as below:

(i) Shri Abhijit Biswas, Non-official (Independent)

Director, Chairperson;

(ii) Shri Ashok Sharma, Non-official (Independent) Director, Member; and

(iii) Shri Nahar Singh Maheshwari, Non-official (Independent) Director, Member.

109. All recommendations of the Audit Committee were accepted by the Board of Directors. Particulars regarding the Audit Committee are provided under the section 'Board Committees' in the Report on Corporate Governance.

Corporate Governance

110. 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 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

111. 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

112. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year 2023-24, the Company has 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. Further, the scope of the internal audit also included the review as to whether the laid down internal controls are followed and assessment as to whether such internal controls are adequate and are operating effectively. Such controls were tested and no reportable material weakness in the design or operation was observed.

113. 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.

114. 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

115. 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 2023-24. 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

116. 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, 2024, on May 24, 2024. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

Comments of C&AG

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

Act, 2013 is placed at Annexure III. The comment of the C&AG is emanating from the Auditors' Report issued on the standalone financial statements of the Company regarding non-reporting of Shipbuilding Financial Assistance Scheme in their report as part of the directions issued by the C&AG to Auditors. The Auditors' response to the said comment is also included alongside the C&AG comments for easy reference. The comments of the C&AG and the Auditors' response thereon are self-explanatory.

Cost Auditors

118. 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 2023-24. The remuneration of Cost Auditor for the financial year 2023-24 was ratified by the shareholders at the 51st AGM held on September 28, 2023.

Secretarial Auditor

119. The Board has appointed M/s. SVJS & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31,2024 is placed at Annexure IV. There is no qualification, reservation or adverse remark or disclaimer in the Secretarial Audit Report.

Internal Auditor

120. The Board has appointed M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, Kochi, to conduct Internal Audit for the financial year 2023-24.

Annual Return

121. 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 titles/55.

Investor Services

122. 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. Link Intime

India Private Limited are the Registrar & Transfer Agents in respect of these equity shares.

123. Further, 1,000 nos. of 8.51% Tax Free, Secured, Redeemable, Non-Convertible Bonds in the nature of Debentures issued on private placement basis having face value of H10 Lakhs each fully paid up amounting to H100 Crores, was matured and redeemed on December 02, 2023. As on March 31, 2024, 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. 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

124. The Vigilance Department of Cochin Shipyard Limited performs various preventive vigilance activities, creating awareness about vigilance among all employees and pro-active vigilance, undertaking investigations in cases related to punitive vigilance and conducting surveillance and detection initiatives. The vigilance department strives to ensure transparency and equity, bringing efficiency to the system and competitiveness in all procurements. Important 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.

125. Strengthening Vigilance Capabilities - Dr. C. Pandi Selva Durai, IOFS, serves as 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 (HCSL) and Udupi Cochin Shipyard Limited (UCSL).

126. Systemic Improvements and Inspections - The Vigilance Department conducted intensive type examinations and recommended various systemic improvements based on the findings. CVC-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 also conducted surprise/ periodic inspections in different operational areas, suggesting corrective actions wherever necessary. All reports to the CVC were submitted on time.

127. Vigilance Awareness Initiatives - As a prelude to Vigilance Awareness Week 2023, a three-month campaign was organized from August 16, 2023, to November

15, 2023, 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 2023.

Right to Information Act

128. 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 2023-24 have been processed and information was provided in a time bound manner as stipulated in the Act.

129. 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

130. 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

131. Nil.

Particulars of loans, guarantees or investments

132. 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, except as stated below:

Note: During the year under Report, 4,40,000

Unsecured Redeemable Non-Convertible Debentures of face value H1,000/- each issued by Hooghly Cochin Shipyard Limited to CSL at a coupon rate of 6.50% per annum for a tenor of 60 months, was matured and redeemed.

Material changes and commitments

133. 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

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

Deposits

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

Secretarial Standards

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

Significant and Material orders

137. 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

138. 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

139. 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

140. No disclosure or reporting is made with respect to the following items, as there were no transactions during FY 2023-24.

• 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

141. 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.

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

For and on behalf of the Board of Directors

Madhu Sankunny Nair

Kochi Chairman & Managing Director

August 27, 2024 DIN: 07376798